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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
o
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Non-accelerated filer
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Smaller reporting company
o
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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, manufacturer recalls, 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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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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risks associated with litigation, governmental or regulatory inquiries, or any 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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risks related to tax obligations and the effect of future changes in accounting standards;
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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;
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risks related to protecting the integrity of our information technology systems and the confidential information of our employees and customers against security breaches, including cyber-security breaches; 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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in 1973, we launched our proprietary Wizard system, a constantly updated information-technology system that is the backbone of our operations;
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in 1987, we introduced our Roving Rapid Return program, powered by a handheld computer device that allows customers to bypass the car return counter;
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in 1996, we became one of the first car rental companies to accept online reservations;
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in 2000, we introduced Avis Interactive, the first Internet-based reporting system in the car rental industry;
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in 2009, we launched what we believe to be the first car rental iPhone application in the United States;
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in 2012, we believe that our Avis brand became the first in the industry to offer mobile applications to customers on all four major mobile platforms;
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in 2015, our Avis brand was the first in the industry to offer an Android application that allows customers to use voice-activated technology to make, confirm or cancel their car rental reservations;
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in 2015, our Avis brand was the first U.S. car rental company to offer an application for the Apple Watch, which enables our customers to email themselves a car rental receipt and view current, upcoming and past car rental reservations from their wrists; and
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in 2015, we continued to expand our use of yield management systems, which the Company designed to help optimize its decision-making with respect to pricing and fleet management.
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SEGMENT INFORMATION
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Americas
, provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates the Company’s car sharing business in certain of these markets; and
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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, Australia and New Zealand, and operates the Company’s car sharing business in certain of these markets.
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Total 2015 Rental Days
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Average 2015 Time and Mileage (“T&M”) Revenue per Day
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Average 2015 Rental Fleet Size
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Americas
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99 million
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$40.55
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383,000
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International
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43 million
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$33.57
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164,000
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142 million
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547,000
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Composition of
2015 Rental Days
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Composition of
2015 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
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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, and plan to continue to implement, new technology systems that strengthen our yield management and enable us to tailor our product, service 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 continue to 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, cross-marketing partnerships through our well-established corporate and affinity relationships and expanding our car sharing footprint outside of the United States.
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We continue to focus on addressing the need of the deep-value segment of the vehicle rental industry with our Payless and Apex brands 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
180
countries around the world, we will continue to strengthen and further expand our global footprint through organic growth and potentially through acquisitions, joint ventures, licensing agreements 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 our brands 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 India and China, 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 the Asia Pacific region, 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 further enhance the service we provide at these customer “touch points.” For example:
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We offer
Avis Preferred
Select & Go
™, a vehicle-choice program for customers, and have revised our rental agreements and receipts to improve transparency, and mobile applications to accept reservations and to better communicate with customers. We have also 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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We have significantly expanded our tracking of customer-satisfaction levels so that we now receive location-specific feedback from more than 1 million customers annually, and we have implemented numerous service and process changes in response to this feedback.
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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, and we have consistently eliminated or reduced significant costs through the integration of acquired businesses. In addition:
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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 our International segment, has generated substantial savings since its implementation and is expected to continue to provide incremental benefits.
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Through our Transformation 2015 initiative, we have taken significant actions to further streamline our administrative and shared-services infrastructure through a restructuring program that identifies and replicates best practices, leverages the scale and capabilities of third-party service providers, and will increase the global standardization and consolidation of non-rental-location functions over time.
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We have implemented initiatives to integrate our acquired businesses, 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 vehicles.
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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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Americas
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International
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Total
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Company-operated locations
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1,500
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1,200
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2,700
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Licensee locations
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750
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2,100
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2,850
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Total Avis System Locations
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2,250
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3,300
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5,550
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Composition of
Americas Avis System Revenue
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Composition of
Global Avis System Revenue
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Avis Preferred, a frequent renter rewards program that offers counter bypass at major airport locations and reward points for every dollar spent on vehicle rentals and related products;
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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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Avis Signature Series, a selection of luxury vehicles including BMWs, Corvettes, Mercedes and Maseratis;
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rental of portable GPS navigation units, tablets and in-dash satellite radio service;
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availability of premium, sport and performance vehicles as well as eco-friendly vehicles, including gasoline/electric hybrids;
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roadside assistance;
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e-receipts;
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a 100% smoke-free car rental fleet in North America;
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electronic toll collection services that allow customers to 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; and
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supporting online interactions with our customers through various mobile platforms, including an application for the Apple Watch and an updated Android application featuring voice-activated reservations.
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Budget System Locations
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Americas
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International
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Total
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Company-operated locations
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1,350
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600
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1,950
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Licensee locations
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650
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1,300
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1,950
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Total Budget System Locations
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2,000
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1,900
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3,900
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Composition of
Americas Budget System Revenue
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Composition of
Global 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, gasoline, taxes, registration, insurance, maintenance and lease payments.
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Convenience and accessible fleet
- Zipcars are interspersed throughout local neighborhoods, colleges and corporate campuses where they are parked in reserved parking spaces and garages within an easy walk of where our members live, study 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 -
We provide our members with much of the freedom associated with car ownership while being complementary to public transportation options. 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 and type of 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 options that support the global environment, their communities and city livability. Studies show that car sharing reduces the number of miles driven, the number of personally-owned 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
500
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 may be the only automobile transportation available to students, since many traditional rental car services have higher age restrictions.
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We maintain marketing partnerships with many major airlines, including Air Canada, Air France, Air New Zealand, American Airlines, British Airways, Frontier Airlines, Iberia, Japan Airlines, JetBlue Airlines, KLM, Lufthansa, Qantas, SAS, Southwest Airlines and Virgin America.
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We maintain marketing partnerships with several major hotel companies, including Best Western International, Inc., Hilton Hotels Corporation, Hyatt Corporation, MGM Resorts International, Radisson Hotels and Resorts, Starwood Hotels and Resorts Worldwide, Inc., Universal Parks & Resorts and Wyndham Worldwide.
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We offer customers the ability to earn frequent traveler points with many major airlines’ and hotels’ frequent traveler programs, and we are the exclusive rental partner of the Wyndham Rewards program.
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And we have marketing relationships with numerous non-travel-related entities, including affinity groups, membership organizations, retailers, financial institutions and credit card companies.
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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
2015
, we began to implement an integrated pricing and fleet optimization tool that has allowed us to test and implement improved pricing strategies and optimization algorithms, as well as automate the implementation of certain price changes.
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Customer service application.
Our customer service application is a comprehensive case management system that our customer care agents use to handle a variety of issues and questions from our customers around the world. The multi-branded system interfaces seamlessly with our Wizard system and gives our agents current and historical information about a caller so that they are better equipped to provide
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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 data warehouse allows us to take advantage of comprehensive management reports and provides easy access to data for strategic decision making for our brands.
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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 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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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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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 personnel. The Company also maintains an industry-leading supplier diversity program to promote the growth and development of suppliers who are disadvantaged, minority-owned or women-owned business enterprises.
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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 2014, 2015 and 2016 vehicles are SmartWay Certified by the United States Environmental Protection Agency as “green” vehicles. Our rental fleet also includes gasoline/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 (“GDS”), 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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an inability to retain the customers, employees, suppliers and/or marketing partners of the acquired business;
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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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a failure to implement our strategy for a particular acquisition, including successfully integrating the acquired business;
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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;
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changes in accounting standards, policies, guidance, interpretations or principles;
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announcements by us or our competitors of acquisitions, dispositions, strategies, management or shareholder changes, marketing affiliations, projections, fleet costs, pricing actions or other competitive actions;
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changes in earnings estimates by securities analysts or our ability to meet those estimates;
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changes in investors’ and analysts’ perceptions of our industry, business or related industries;
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the operating and stock price performance of other comparable companies;
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overall market fluctuations;
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success or failure of competitive service offerings or technologies;
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tax or regulatory developments in the United States or foreign countries;
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litigation involving us;
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the timing and amount of share repurchases by us; and
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general economic conditions and conditions in the credit markets.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
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ITEM 2. PROPERTIES
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ITEM 3. LEGAL PROCEEDINGS
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ITEM 4. MINE SAFETY DISCLOSURES
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High
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Low
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||||
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2015
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||||
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First Quarter
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$
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68.25
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$
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56.01
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|
|
Second Quarter
|
59.45
|
|
|
43.90
|
|
||
|
Third Quarter
|
47.75
|
|
|
39.04
|
|
||
|
Fourth Quarter
|
53.04
|
|
|
32.76
|
|
||
|
|
|
|
|
||||
|
|
High
|
|
Low
|
||||
|
2014
|
|
|
|
||||
|
First Quarter
|
$
|
50.48
|
|
|
$
|
35.56
|
|
|
Second Quarter
|
60.43
|
|
|
46.53
|
|
||
|
Third Quarter
|
69.76
|
|
|
54.12
|
|
||
|
Fourth Quarter
|
68.66
|
|
|
45.94
|
|
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
|
|
2,990,073
|
|
|
$
|
2.87
|
|
|
7,289,681
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,990,073
|
|
|
|
|
7,289,681
|
|
(a)
|
Includes options and other awards granted under the following plans approved by stockholders: the Amended and Restated Equity and Incentive Plan, the 1997 Stock Incentive 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 4,830,560 shares available for issuance under the Amended and Restated Equity and Incentive Plan and 2,459,121 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, 2015
|
|
366,635
|
|
|
$
|
48.01
|
|
|
366,635
|
|
|
$
|
239,963,728
|
|
November 1-30, 2015
|
|
1,345,458
|
|
|
41.25
|
|
|
1,345,458
|
|
|
184,467,736
|
|
||
December 1-31, 2015
|
|
1,236,144
|
|
|
35.59
|
|
|
1,236,144
|
|
|
140,474,488
|
|
||
Total
|
|
2,948,237
|
|
|
$
|
39.72
|
|
|
2,948,237
|
|
|
$
|
140,474,488
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Avis Budget Group, Inc.
|
$
|
100.00
|
|
|
$
|
68.89
|
|
|
$
|
127.38
|
|
|
$
|
259.77
|
|
|
$
|
426.29
|
|
|
$
|
233.23
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
102.11
|
|
|
$
|
118.45
|
|
|
$
|
156.82
|
|
|
$
|
178.29
|
|
|
$
|
180.75
|
|
Dow Jones U.S. Transportation Average Index
|
$
|
100.00
|
|
|
$
|
100.01
|
|
|
$
|
107.55
|
|
|
$
|
152.06
|
|
|
$
|
190.18
|
|
|
$
|
158.31
|
|
ITEM 6. SELECTED FINANCIAL DATA
|
|
|
As of or For the Year Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
(In millions, except per share data)
|
|
|
||||||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net revenues
|
$
|
8,502
|
|
|
$
|
8,485
|
|
|
$
|
7,937
|
|
|
$
|
7,357
|
|
|
$
|
5,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
$
|
313
|
|
|
$
|
245
|
|
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA
(a)
|
$
|
903
|
|
|
$
|
876
|
|
|
$
|
769
|
|
|
$
|
840
|
|
|
$
|
610
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
$
|
3.02
|
|
|
$
|
2.32
|
|
|
$
|
0.15
|
|
|
$
|
2.72
|
|
|
$
|
(0.28
|
)
|
|
Diluted
|
2.98
|
|
|
2.22
|
|
|
0.15
|
|
|
2.42
|
|
|
(0.28
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets
(c)
|
$
|
17,634
|
|
|
$
|
16,842
|
|
|
$
|
16,150
|
|
|
$
|
15,090
|
|
|
$
|
12,800
|
|
|
Assets under vehicle programs
|
11,716
|
|
|
11,058
|
|
|
10,452
|
|
|
10,099
|
|
|
9,090
|
|
||||||
Corporate debt
(c)
|
3,461
|
|
|
3,353
|
|
|
3,321
|
|
|
2,833
|
|
|
3,115
|
|
||||||
Debt under vehicle programs
(b)(c)
|
8,860
|
|
|
8,056
|
|
|
7,276
|
|
|
6,750
|
|
|
5,516
|
|
||||||
Stockholders’ equity
|
439
|
|
|
665
|
|
|
771
|
|
|
757
|
|
|
412
|
|
||||||
Ratio of debt under vehicle programs to assets under vehicle programs
|
76
|
%
|
|
73
|
%
|
|
70
|
%
|
|
67
|
%
|
|
61
|
%
|
(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, restructuring expense, early extinguishment of debt costs, 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,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Adjusted EBITDA
|
$
|
903
|
|
|
$
|
876
|
|
|
$
|
769
|
|
|
$
|
840
|
|
|
$
|
610
|
|
Less: Non-vehicle related depreciation and amortization
|
218
|
|
|
180
|
|
|
152
|
|
|
125
|
|
|
95
|
|
|||||
Interest expense related to corporate debt, net
|
194
|
|
|
209
|
|
|
228
|
|
|
268
|
|
|
219
|
|
|||||
Early extinguishment of corporate debt
|
23
|
|
|
56
|
|
|
147
|
|
|
75
|
|
|
—
|
|
|||||
Transaction-related costs, net
|
68
|
|
|
13
|
|
|
51
|
|
|
34
|
|
|
255
|
|
|||||
Restructuring expense
|
18
|
|
|
26
|
|
|
61
|
|
|
38
|
|
|
5
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
382
|
|
|
392
|
|
|
97
|
|
|
300
|
|
|
36
|
|
|||||
Provision for income taxes
|
69
|
|
|
147
|
|
|
81
|
|
|
10
|
|
|
65
|
|
|||||
Net income (loss)
|
$
|
313
|
|
|
$
|
245
|
|
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
(b)
|
Includes related-party debt due to Avis Budget Rental Car Funding (AESOP) LLC (“Avis Budget Rental Car Funding”). See Note 13 to our Consolidated Financial Statements.
|
(c)
|
The financial data presented has been retrospectively adjusted as follows, to reflect the impact of a change in accounting principle related to the presentation of debt issuance costs pursuant to Accounting Standards Update 2015-03. See Note 2 to our Consolidated FInancial Statements.
|
|
For the Year Ended December 31,
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||
Total assets decreased
|
$
|
127
|
|
|
$
|
134
|
|
|
$
|
128
|
|
|
$
|
138
|
|
Corporate debt decreased
|
67
|
|
|
73
|
|
|
72
|
|
|
90
|
|
||||
Debt under vehicle programs decreased
|
60
|
|
|
61
|
|
|
56
|
|
|
48
|
|
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.
|
•
|
general travel demand, including 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, as well as manufacturer recalls;
|
•
|
changes in borrowing costs and in market willingness to purchase corporate and vehicle-related debt;
|
•
|
demand for truck rentals and car sharing services;
|
•
|
changes in the price of gasoline; and
|
•
|
changes in currency exchange rates.
|
•
|
Our net revenues totaled
$8.5 billion
and grew 5% in constant currency.
|
•
|
Adjusted EBITDA increased
3%
to
$903 million
and grew 9% in constant currency, primarily as a result of higher rental volumes and lower costs per rental day.
|
•
|
We repurchased $394 million of our common stock, reducing our shares outstanding by approximately 8.8 million shares, or 8%.
|
•
|
In January, we acquired our Avis and Budget licensees in Norway, Sweden and Denmark (“Scandinavia”); in April, we acquired the remaining 50% ownership in our Avis and Budget licensee for Brazil (“Brazil”); and in November, we acquired our Avis licensee in Poland (“Poland”).
|
•
|
In April, we acquired Maggiore Group (“Maggiore”), the fourth-largest vehicle rental company in Italy.
|
•
|
We issued $375 million of 5¼% Senior Notes due 2025, the proceeds of which were used primarily to redeem all $223 million of our outstanding 9¾% Senior Notes due 2020 and to finance a portion of our acquisition of Maggiore.
|
RESULTS OF OPERATIONS
|
|
|
|
|
Year Ended
December 31, |
|
|
|
|
|||||||||
|
|
|
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
6,026
|
|
|
$
|
6,026
|
|
|
$
|
0
|
|
|
0
|
%
|
||
|
Other
|
2,476
|
|
|
2,459
|
|
|
17
|
|
|
1
|
%
|
|||||
Net revenues
|
8,502
|
|
|
8,485
|
|
|
17
|
|
|
0
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
4,284
|
|
|
4,251
|
|
|
33
|
|
|
1
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
1,933
|
|
|
1,996
|
|
|
(63
|
)
|
|
(3
|
%)
|
|||||
|
Selling, general and administrative
|
1,093
|
|
|
1,080
|
|
|
13
|
|
|
1
|
%
|
|||||
|
Vehicle interest, net
|
289
|
|
|
282
|
|
|
7
|
|
|
2
|
%
|
|||||
|
Non-vehicle related depreciation and amortization
|
218
|
|
|
180
|
|
|
38
|
|
|
21
|
%
|
|||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|||||||||
|
|
Interest expense
|
194
|
|
|
209
|
|
|
(15
|
)
|
|
(7
|
%)
|
||||
|
|
Early extinguishment of debt
|
23
|
|
|
56
|
|
|
(33
|
)
|
|
(59
|
%)
|
||||
|
Transaction-related costs, net
|
68
|
|
|
13
|
|
|
55
|
|
|
*
|
|
|||||
|
Restructuring expense
|
18
|
|
|
26
|
|
|
(8
|
)
|
|
(31
|
%)
|
|||||
Total expenses
|
8,120
|
|
|
8,093
|
|
|
27
|
|
|
0
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
382
|
|
|
392
|
|
|
(10
|
)
|
|
(3
|
%)
|
||||||
Provision for income taxes
|
69
|
|
|
147
|
|
|
(78
|
)
|
|
(53
|
%)
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
313
|
|
|
$
|
245
|
|
|
$
|
68
|
|
|
28
|
%
|
*
|
Not meaningful.
|
•
|
Operating expenses increased to 50.4% of revenue from 50.1% in the prior year.
|
•
|
Vehicle depreciation and lease charges decreased to 22.7% of revenue from 23.5% in 2014, principally due to 10% lower per-unit fleet costs (5% in constant currency).
|
•
|
Selling, general and administrative costs were 12.9% of revenue compared to 12.7% in 2014.
|
•
|
Vehicle interest costs were 3.4% of revenue compared to 3.3% in the prior year.
|
*
|
Not meaningful.
|
(a)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
(b)
|
Amortization of acquisition-related intangible assets increased to $55 million in 2015 from $33 million in 2014.
|
(c)
|
Primarily comprised of acquisition- and integration-related expenses.
|
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Revenue
|
|
$
|
6,069
|
|
|
$
|
5,961
|
|
|
2
|
%
|
Adjusted EBITDA
|
|
682
|
|
|
656
|
|
|
4
|
%
|
•
|
Operating expenses were 49.3% of revenue compared to 49.1% in 2014.
|
•
|
Vehicle depreciation and lease charges decreased to 24.3% of revenue from 25.0% in
2014
, principally due to lower per-unit fleet costs.
|
•
|
Selling, general and administrative costs increased to 11.2% of revenue from 10.9% in the prior year.
|
•
|
Vehicle interest costs, at 3.9% of revenue, remained level compared to the prior year.
|
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Revenue
|
|
$
|
2,433
|
|
|
$
|
2,524
|
|
|
(4
|
%)
|
Adjusted EBITDA
|
|
277
|
|
|
280
|
|
|
(1
|
%)
|
•
|
Operating expenses increased to 52.7% of revenue compared to 52.0% in 2014, primarily due to lower pricing and higher insurance costs, partially offset by increased rental volumes.
|
•
|
Vehicle depreciation and lease charges decreased to 18.7% of revenue from 20.0% compared to the prior year, driven by lower per-unit fleet costs.
|
•
|
Selling, general and administrative costs decreased to 14.9% of revenue compared to 15.0% in the prior year.
|
•
|
Vehicle interest costs increased to 2.2% of revenue compared to 1.9% in the prior year.
|
|
|
2015
|
|
2014
|
|
% Change
|
||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
*
|
Adjusted EBITDA
|
|
(56
|
)
|
|
(60
|
)
|
|
*
|
*
|
Not meaningful
|
|
|
|
|
Year Ended
December 31, |
|
|
|
|
|||||||||
|
|
|
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
6,026
|
|
|
$
|
5,707
|
|
|
$
|
319
|
|
|
6
|
%
|
||
|
Other
|
2,459
|
|
|
2,230
|
|
|
229
|
|
|
10
|
%
|
|||||
Net revenues
|
8,485
|
|
|
7,937
|
|
|
548
|
|
|
7
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
4,251
|
|
|
4,074
|
|
|
177
|
|
|
4
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
1,996
|
|
|
1,811
|
|
|
185
|
|
|
10
|
%
|
|||||
|
Selling, general and administrative
|
1,080
|
|
|
1,019
|
|
|
61
|
|
|
6
|
%
|
|||||
|
Vehicle interest, net
|
282
|
|
|
264
|
|
|
18
|
|
|
7
|
%
|
|||||
|
Non-vehicle related depreciation and amortization
|
180
|
|
|
152
|
|
|
28
|
|
|
18
|
%
|
|||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|||||||||
|
|
Interest expense
|
209
|
|
|
228
|
|
|
(19
|
)
|
|
(8
|
%)
|
||||
|
|
Early extinguishment of debt
|
56
|
|
|
147
|
|
|
(91
|
)
|
|
(62
|
%)
|
||||
|
Restructuring expense
|
26
|
|
|
61
|
|
|
(35
|
)
|
|
(57
|
%)
|
|||||
|
Transaction-related costs, net
|
13
|
|
|
51
|
|
|
(38
|
)
|
|
(75
|
%)
|
|||||
|
Impairment
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
*
|
|
|||||
Total expenses
|
8,093
|
|
|
7,840
|
|
|
253
|
|
|
3
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
392
|
|
|
97
|
|
|
295
|
|
|
*
|
|
||||||
Provision for income taxes
|
147
|
|
|
81
|
|
|
66
|
|
|
81
|
%
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
245
|
|
|
$
|
16
|
|
|
$
|
229
|
|
|
*
|
|
*
|
Not meaningful.
|
•
|
Operating expenses decreased to 50.1% of revenue from 51.3% in 2013, driven by increased rental volumes and higher pricing.
|
•
|
Vehicle depreciation and lease charges increased to 23.5% of revenue from 22.8% in 2013, principally due to higher per-unit fleet costs.
|
•
|
Selling, general and administrative costs decreased to 12.7% of revenue from 12.8% in 2013.
|
•
|
Vehicle interest costs, at 3.3% of revenue, remained level compared to the prior year.
|
*
|
Not meaningful
|
(a)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
(b)
|
Amortization of acquisition-related intangible assets increased to $33 million in 2014 from $24 million in 2013.
|
(c)
|
Primarily comprised of acquisition- and integration-related expenses.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
5,961
|
|
|
$
|
5,480
|
|
|
9
|
%
|
Adjusted EBITDA
|
|
656
|
|
|
560
|
|
|
17
|
%
|
•
|
Operating expenses were 49.1% of revenue, a decrease from 50.4% in the prior year, driven by increased rental volumes and higher pricing.
|
•
|
Vehicle depreciation and lease charges increased to 25.0% of revenue from 24.0% in 2013, due to higher per-unit fleet costs and a decrease in fleet utilization as a result of increased manufacturer recalls.
|
•
|
Selling, general and administrative costs decreased to 10.9% of revenue from 11.4% in the prior year, principally due to increased revenues.
|
•
|
Vehicle interest costs, at 3.9% of revenue, remained level compared to the prior year.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
2,524
|
|
|
$
|
2,457
|
|
|
3
|
%
|
Adjusted EBITDA
|
|
280
|
|
|
256
|
|
|
9
|
%
|
•
|
Operating expenses were 52.0% of revenue, a decrease from 53.1% in the prior year, primarily due to increased revenues.
|
•
|
Vehicle depreciation and lease charges decreased to 20.0% of revenue from 20.2% compared to the prior year.
|
•
|
Selling, general and administrative costs increased to 15.0% of revenue from 14.4% in the prior year, primarily due to our planned increase in advertising and brand investment.
|
•
|
Vehicle interest costs, at 1.9% of revenue, remained level compared to the prior year.
|
|
|
2014
|
|
2013
|
|
% Change
|
||||
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
*
|
Adjusted EBITDA
|
|
(60
|
)
|
|
(47
|
)
|
|
*
|
*
|
Not meaningful
|
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
|
|
As of December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Total assets exclusive of assets under vehicle programs
|
$
|
5,918
|
|
|
$
|
5,784
|
|
|
$
|
134
|
|
Total liabilities exclusive of liabilities under vehicle programs
|
5,680
|
|
|
5,610
|
|
|
70
|
|
|||
Assets under vehicle programs
|
11,716
|
|
|
11,058
|
|
|
658
|
|
|||
Liabilities under vehicle programs
|
11,515
|
|
|
10,567
|
|
|
948
|
|
|||
Stockholders’ equity
|
439
|
|
|
665
|
|
|
(226
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,584
|
|
|
$
|
2,579
|
|
|
$
|
5
|
|
Investing activities
|
(2,830
|
)
|
|
(2,807
|
)
|
|
(23
|
)
|
|||
Financing activities
|
115
|
|
|
182
|
|
|
(67
|
)
|
|||
Effects of exchange rate changes
|
(41
|
)
|
|
(23
|
)
|
|
(18
|
)
|
|||
Net change in cash and cash equivalents
|
(172
|
)
|
|
(69
|
)
|
|
(103
|
)
|
|||
Cash and cash equivalents, beginning of period
|
624
|
|
|
693
|
|
|
(69
|
)
|
|||
Cash and cash equivalents, end of period
|
$
|
452
|
|
|
$
|
624
|
|
|
$
|
(172
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,579
|
|
|
$
|
2,253
|
|
|
$
|
326
|
|
Investing activities
|
(2,807
|
)
|
|
(2,234
|
)
|
|
(573
|
)
|
|||
Financing activities
|
182
|
|
|
76
|
|
|
106
|
|
|||
Effects of exchange rate changes
|
(23
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|||
Net change in cash and cash equivalents
|
(69
|
)
|
|
87
|
|
|
(156
|
)
|
|||
Cash and cash equivalents, beginning of period
|
693
|
|
|
606
|
|
|
87
|
|
|||
Cash and cash equivalents, end of period
|
$
|
624
|
|
|
$
|
693
|
|
|
$
|
(69
|
)
|
|
|
|
As of December 31,
|
|
|
||||||||
|
Maturity Date
|
|
2015
|
|
2014
|
|
Change
|
||||||
4⅞% Senior Notes
|
November 2017
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
—
|
|
Floating Rate Senior Notes
(a)
|
December 2017
|
|
249
|
|
|
248
|
|
|
1
|
|
|||
Floating Rate Term Loan
(b)
|
March 2019
|
|
970
|
|
|
980
|
|
|
(10
|
)
|
|||
9¾% Senior Notes
|
March 2020
|
|
—
|
|
|
223
|
|
|
(223
|
)
|
|||
6% Euro-denominated Senior Notes
(c)
|
March 2021
|
|
502
|
|
|
561
|
|
|
(59
|
)
|
|||
5⅛% Senior Notes
|
June 2022
|
|
400
|
|
|
400
|
|
|
—
|
|
|||
5½% Senior Notes
|
April 2023
|
|
674
|
|
|
674
|
|
|
—
|
|
|||
5¼% Senior Notes
|
March 2025
|
|
375
|
|
|
—
|
|
|
375
|
|
|||
Other
(d)
|
|
|
46
|
|
|
34
|
|
|
12
|
|
|||
Deferred financing fees
|
|
|
(55
|
)
|
|
(67
|
)
|
|
12
|
|
|||
Total
|
|
|
$
|
3,461
|
|
|
$
|
3,353
|
|
|
$
|
108
|
|
(a)
|
The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of 3.16% at December 31, 2015; the Company has entered into an interest rate swap to hedge its interest rate exposure related to these notes at an aggregate rate of 3.58%.
|
(b)
|
The floating rate term loan is part of the Company’s senior revolving 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. As of December 31, 2015, the floating rate term loan due 2019 bears interest at
|
(c)
|
The reduction in the balance principally reflects currency translation adjustments.
|
(d)
|
Primarily includes capital leases which are secured by liens on the related assets.
|
|
As of December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Americas – Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
6,837
|
|
|
$
|
6,340
|
|
|
$
|
497
|
|
Americas – Debt borrowings
|
643
|
|
|
746
|
|
|
(103
|
)
|
|||
International – Debt borrowings
(a)(b)
|
1,187
|
|
|
685
|
|
|
502
|
|
|||
International – Capital leases
|
238
|
|
|
314
|
|
|
(76
|
)
|
|||
Other
|
8
|
|
|
31
|
|
|
(23
|
)
|
|||
Deferred financing fees
(c)
|
(53
|
)
|
|
(60
|
)
|
|
7
|
|
|||
Total
|
$
|
8,860
|
|
|
$
|
8,056
|
|
|
$
|
804
|
|
(a)
|
The increase reflects additional borrowings principally to fund increases in the Company's car rental fleet.
|
(b)
|
The increase includes additional borrowing related to the acquisition of Maggiore.
|
(c)
|
Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of December 31, 2015 and 2014 were $41 million and $44 million, respectively.
|
|
Corporate Debt
|
|
Debt Under Vehicle Programs
|
||||
Due in 2016
|
$
|
26
|
|
|
$
|
1,501
|
|
Due in 2017
|
564
|
|
|
2,884
|
|
||
Due in 2018
|
14
|
|
|
1,626
|
|
||
Due in 2019
|
948
|
|
|
1,389
|
|
||
Due in 2020
|
2
|
|
|
1,513
|
|
||
Thereafter
|
1,962
|
|
|
—
|
|
||
|
$
|
3,516
|
|
|
$
|
8,913
|
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Letters of Credit Issued
|
|
Available Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
687
|
|
|
$
|
1,113
|
|
Other credit facilities
(b)
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
(a)
|
The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and 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 1.50% to 3.48% as of December 31, 2015.
|
|
Total Capacity
(a)
|
|
Outstanding Borrowings
|
|
Available Capacity
|
||||||
Americas – Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
8,892
|
|
|
$
|
6,837
|
|
|
$
|
2,055
|
|
Americas – Debt borrowings
(c)
|
983
|
|
|
643
|
|
|
340
|
|
|||
International – Debt borrowings
(d)
|
2,109
|
|
|
1,187
|
|
|
922
|
|
|||
International – Capital Leases
(e)
|
259
|
|
|
238
|
|
|
21
|
|
|||
Other
|
8
|
|
|
8
|
|
|
—
|
|
|||
Total
|
$
|
12,251
|
|
|
$
|
8,913
|
|
|
$
|
3,338
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by $8.4 billion of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by $0.9 billion of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by $1.5 billion of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by $0.2 billion of underlying vehicles and related assets.
|
LIQUIDITY RISK
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Corporate debt
|
$
|
26
|
|
|
$
|
564
|
|
|
$
|
14
|
|
|
$
|
948
|
|
|
$
|
2
|
|
|
$
|
1,962
|
|
|
$
|
3,516
|
|
Debt under vehicle
programs
|
1,501
|
|
|
2,884
|
|
|
1,626
|
|
|
1,389
|
|
|
1,513
|
|
|
—
|
|
|
8,913
|
|
|||||||
Debt interest
|
404
|
|
|
328
|
|
|
242
|
|
|
171
|
|
|
126
|
|
|
206
|
|
|
1,477
|
|
|||||||
Operating leases
(a)
|
570
|
|
|
426
|
|
|
316
|
|
|
225
|
|
|
149
|
|
|
577
|
|
|
2,263
|
|
|||||||
Commitments to purchase vehicles
(b)
|
7,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,208
|
|
|||||||
Defined benefit pension plan contributions
(c)
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||
Other purchase
commitments
(d)
|
88
|
|
|
41
|
|
|
24
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|
160
|
|
|||||||
Total
(e)
|
$
|
9,807
|
|
|
$
|
4,243
|
|
|
$
|
2,222
|
|
|
$
|
2,737
|
|
|
$
|
1,793
|
|
|
$
|
2,745
|
|
|
$
|
23,547
|
|
(a)
|
Operating lease obligations are presented net of sublease rentals to be received (see Note 14 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, General Motors and Chrysler. 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 borrowings 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 14 to our Consolidated Financial Statements).
|
(c)
|
Represents the expected contributions to our defined benefit pension plans in 2016. 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 17 to our Consolidated Financial Statements) and are not included above.
|
(d)
|
Primarily represents commitments under service contracts for information technology, telecommunications and marketing agreements with travel service companies.
|
(e)
|
Excludes income tax uncertainties of $37 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.
|
•
|
Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”;
|
•
|
ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”; and
|
•
|
ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”.
|
•
|
ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”;
|
•
|
ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”; and
|
•
|
ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.
|
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, 2015
. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal
Control - Integrated Framework (2013)
. Based on this assessment, our management believes that, as of
December 31, 2015
, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of
December 31, 2015
, 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
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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ITEM 15(A)(1). FINANCIAL STATEMENTS
|
ITEM 15(A)(2). FINANCIAL STATEMENT SCHEDULES
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ITEM 15(A)(3). EXHIBITS
|
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AVIS BUDGET GROUP, INC.
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By:
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/s/ DAVID T. CALABRIA
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David T. Calabria
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Senior Vice President and Chief Accounting Officer
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Date:
|
February 24, 2016
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Signature
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Title
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Date
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/s/ LARRY D. DE SHON
|
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Chief Executive Officer and Director
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February 24, 2016
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(Larry D. De Shon)
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/s/ DAVID B. WYSHNER
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President and Chief Financial Officer
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February 24, 2016
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(David B. Wyshner)
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/s/ DAVID T. CALABRIA
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Senior Vice President and Chief Accounting Officer
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February 24, 2016
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(David T. Calabria)
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/s/ W. ALUN CATHCART
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Director
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February 24, 2016
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(W. Alun Cathcart)
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/s/ BRIAN CHOI
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Director
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February 24, 2016
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(Brian Choi)
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/s/ MARY C. CHOKSI
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Director
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February 24, 2016
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(Mary C. Choksi)
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/s/ LEONARD S. COLEMAN, JR.
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Director
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February 24, 2016
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(Leonard S. Coleman, Jr.)
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/s/ JEFFREY H. FOX
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Director
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February 24, 2016
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(Jeffrey H. Fox)
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/s/ JOHN D. HARDY, JR.
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Director
|
|
February 24, 2016
|
(John D. Hardy, Jr.)
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/s/ LYNN KROMINGA
|
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Director
|
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February 24, 2016
|
(Lynn Krominga)
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|
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/s/ EDUARDO G. MESTRE
|
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Director
|
|
February 24, 2016
|
(Eduardo G. Mestre)
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/s/ RONALD L. NELSON
|
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Executive Chairman of the Board of Directors
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|
February 24, 2016
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(Ronald L. Nelson)
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/s/ F. ROBERT SALERNO
|
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Director
|
|
February 24, 2016
|
(F. Robert Salerno)
|
|
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/s/ STENDER E. SWEENEY
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Director
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February 24, 2016
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(Stender E. Sweeney)
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Page
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|
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|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||||
|
Vehicle rental
|
$
|
6,026
|
|
|
$
|
6,026
|
|
|
$
|
5,707
|
|
|
|
Other
|
2,476
|
|
|
2,459
|
|
|
2,230
|
|
||||
Net revenues
|
8,502
|
|
|
8,485
|
|
|
7,937
|
|
|||||
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
||||||||
|
Operating
|
4,284
|
|
|
4,251
|
|
|
4,074
|
|
||||
|
Vehicle depreciation and lease charges, net
|
1,933
|
|
|
1,996
|
|
|
1,811
|
|
||||
|
Selling, general and administrative
|
1,093
|
|
|
1,080
|
|
|
1,019
|
|
||||
|
Vehicle interest, net
|
289
|
|
|
282
|
|
|
264
|
|
||||
|
Non-vehicle related depreciation and amortization
|
218
|
|
|
180
|
|
|
152
|
|
||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|||||||
|
|
Interest expense
|
194
|
|
|
209
|
|
|
228
|
|
|||
|
|
Early extinguishment of debt
|
23
|
|
|
56
|
|
|
147
|
|
|||
|
Transaction-related costs, net
|
68
|
|
|
13
|
|
|
51
|
|
||||
|
Restructuring expense
|
18
|
|
|
26
|
|
|
61
|
|
||||
|
Impairment
|
—
|
|
|
—
|
|
|
33
|
|
||||
Total expenses
|
8,120
|
|
|
8,093
|
|
|
7,840
|
|
|||||
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
382
|
|
|
392
|
|
|
97
|
|
|||||
Provision for income taxes
|
69
|
|
|
147
|
|
|
81
|
|
|||||
|
|
|
|
|
|
||||||||
Net income
|
$
|
313
|
|
|
$
|
245
|
|
|
$
|
16
|
|
||
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
3.02
|
|
|
$
|
2.32
|
|
|
$
|
0.15
|
|
|
|
Diluted
|
$
|
2.98
|
|
|
$
|
2.22
|
|
|
$
|
0.15
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
313
|
|
|
$
|
245
|
|
|
$
|
16
|
|
||
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||
|
Currency translation adjustments, net of tax of $(22), $(30) and $7, respectively
|
$
|
(131
|
)
|
|
$
|
(115
|
)
|
|
$
|
(27
|
)
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|||||||
|
|
Net unrealized gains (losses) on available-for-sale securities, net of tax of $1, $0 and $0, respectively
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
|
Cash flow hedges:
|
|
|
|
|
|
|||||||
|
|
Net unrealized holding gains (losses), net of tax of $4, $4 and $1, respectively
|
(6
|
)
|
|
(7
|
)
|
|
1
|
|
|||
|
|
Less: Cash flow hedges reclassified to earnings, net of tax of $(3), $(3) and $0, respectively
|
5
|
|
|
5
|
|
|
—
|
|
|||
|
Minimum pension liability adjustment:
|
|
|
|
|
|
|||||||
|
|
Pension and post-retirement benefits, net of tax of $(1), $25 and $(19), respectively
|
6
|
|
|
(24
|
)
|
|
24
|
|
|||
|
|
Less: Pension and post-retirement benefits reclassified to earnings, net of tax of $(2), $(1) and $(6), respectively
|
3
|
|
|
2
|
|
|
9
|
|
|||
|
|
|
(125
|
)
|
|
(139
|
)
|
|
7
|
|
|||
Total comprehensive income
|
$
|
188
|
|
|
$
|
106
|
|
|
$
|
23
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
452
|
|
|
$
|
624
|
|
|
Receivables (net of allowance for doubtful accounts of $34, respectively)
|
668
|
|
|
599
|
|
||
|
Other current assets
|
507
|
|
|
456
|
|
||
Total current assets
|
1,627
|
|
|
1,679
|
|
|||
|
|
|
|
|||||
Property and equipment, net
|
681
|
|
|
638
|
|
|||
Deferred income taxes
|
1,488
|
|
|
1,511
|
|
|||
Goodwill
|
973
|
|
|
842
|
|
|||
Other intangibles, net
|
917
|
|
|
886
|
|
|||
Other non-current assets
|
232
|
|
|
228
|
|
|||
Total assets exclusive of assets under vehicle programs
|
5,918
|
|
|
5,784
|
|
|||
|
|
|
|
|||||
Assets under vehicle programs:
|
|
|
|
|||||
|
Program cash
|
258
|
|
|
119
|
|
||
|
Vehicles, net
|
10,658
|
|
|
10,215
|
|
||
|
Receivables from vehicle manufacturers and other
|
438
|
|
|
362
|
|
||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party
|
362
|
|
|
362
|
|
||
|
|
11,716
|
|
|
11,058
|
|
||
Total assets
|
$
|
17,634
|
|
|
$
|
16,842
|
|
|
|
|
|
|
|||||
Liabilities and stockholders’ equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
|
Accounts payable and other current liabilities
|
$
|
1,485
|
|
|
$
|
1,491
|
|
|
Short-term debt and current portion of long-term debt
|
26
|
|
|
28
|
|
||
Total current liabilities
|
1,511
|
|
|
1,519
|
|
|||
|
|
|
|
|||||
Long-term debt
|
3,435
|
|
|
3,325
|
|
|||
Other non-current liabilities
|
734
|
|
|
766
|
|
|||
Total liabilities exclusive of liabilities under vehicle programs
|
5,680
|
|
|
5,610
|
|
|||
|
|
|
|
|||||
Liabilities under vehicle programs:
|
|
|
|
|||||
|
Debt
|
2,064
|
|
|
1,760
|
|
||
|
Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party
|
6,796
|
|
|
6,296
|
|
||
|
Deferred income taxes
|
2,367
|
|
|
2,267
|
|
||
|
Other
|
288
|
|
|
244
|
|
||
|
|
11,515
|
|
|
10,567
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|||||
|
|
|
|
|||||
Stockholders’ equity:
|
|
|
|
|||||
|
Preferred stock, $.01 par value—authorized 10 shares; none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $.01 par value—authorized 250 shares; issued 137 shares, respectively
|
1
|
|
|
1
|
|
||
|
Additional paid-in capital
|
7,010
|
|
|
7,212
|
|
||
|
Accumulated deficit
|
(1,802
|
)
|
|
(2,115
|
)
|
||
|
Accumulated other comprehensive loss
|
(147
|
)
|
|
(22
|
)
|
||
|
Treasury stock, at cost—39 and 31 shares, respectively
|
(4,623
|
)
|
|
(4,411
|
)
|
||
Total stockholders’ equity
|
439
|
|
|
665
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
17,634
|
|
|
$
|
16,842
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
||||||||
Net income
|
$
|
313
|
|
|
$
|
245
|
|
|
$
|
16
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||||
|
Vehicle depreciation
|
1,837
|
|
|
1,840
|
|
|
1,678
|
|
||||
|
Gain on sale of vehicles, net
|
(60
|
)
|
|
(7
|
)
|
|
(6
|
)
|
||||
|
Non-vehicle related depreciation and amortization
|
218
|
|
|
180
|
|
|
152
|
|
||||
|
Deferred income taxes
|
58
|
|
|
65
|
|
|
37
|
|
||||
|
Stock-based compensation
|
28
|
|
|
25
|
|
|
20
|
|
||||
|
Amortization of debt financing fees
|
42
|
|
|
41
|
|
|
41
|
|
||||
|
Early extinguishment of debt costs
|
23
|
|
|
56
|
|
|
147
|
|
||||
|
Impairment
|
—
|
|
|
—
|
|
|
33
|
|
||||
|
Net change in assets and liabilities:
|
|
|
|
|
|
|||||||
|
|
Receivables
|
(42
|
)
|
|
(60
|
)
|
|
(66
|
)
|
|||
|
|
Income taxes
|
(18
|
)
|
|
37
|
|
|
(14
|
)
|
|||
|
|
Accounts payable and other current liabilities
|
(79
|
)
|
|
(3
|
)
|
|
(28
|
)
|
|||
|
Other, net
|
264
|
|
|
160
|
|
|
243
|
|
||||
Net cash provided by operating activities
|
2,584
|
|
|
2,579
|
|
|
2,253
|
|
|||||
|
|
|
|
|
|
||||||||
Investing activities
|
|
|
|
|
|
||||||||
Property and equipment additions
|
(199
|
)
|
|
(182
|
)
|
|
(152
|
)
|
|||||
Proceeds received on asset sales
|
15
|
|
|
21
|
|
|
22
|
|
|||||
Net assets acquired (net of cash acquired)
|
(256
|
)
|
|
(416
|
)
|
|
(537
|
)
|
|||||
Other, net
|
6
|
|
|
(11
|
)
|
|
2
|
|
|||||
Net cash used in investing activities exclusive of vehicle programs
|
(434
|
)
|
|
(588
|
)
|
|
(665
|
)
|
|||||
|
|
|
|
|
|
||||||||
Vehicle programs:
|
|
|
|
|
|
||||||||
|
Increase in program cash
|
(148
|
)
|
|
(10
|
)
|
|
(79
|
)
|
||||
|
Investment in vehicles
|
(11,928
|
)
|
|
(11,875
|
)
|
|
(10,899
|
)
|
||||
|
Proceeds received on disposition of vehicles
|
9,680
|
|
|
9,666
|
|
|
9,409
|
|
||||
|
|
|
(2,396
|
)
|
|
(2,219
|
)
|
|
(1,569
|
)
|
|||
Net cash used in investing activities
|
(2,830
|
)
|
|
(2,807
|
)
|
|
(2,234
|
)
|
|||||
|
|
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||||
Proceeds from long-term borrowings
|
377
|
|
|
871
|
|
|
2,972
|
|
|||||
Payments on long-term borrowings
|
(301
|
)
|
|
(762
|
)
|
|
(2,608
|
)
|
|||||
Net change in short-term borrowings
|
(22
|
)
|
|
5
|
|
|
(36
|
)
|
|||||
Debt financing fees
|
(7
|
)
|
|
(17
|
)
|
|
(37
|
)
|
|||||
Purchases of warrants
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||
Proceeds from sale of call options
|
—
|
|
|
—
|
|
|
104
|
|
|||||
Repurchases of common stock
|
(393
|
)
|
|
(297
|
)
|
|
(48
|
)
|
|||||
Other, net
|
(7
|
)
|
|
—
|
|
|
3
|
|
|||||
Net cash (used in) provided by financing activities exclusive of vehicle programs
|
(353
|
)
|
|
(200
|
)
|
|
272
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Vehicle programs:
|
|
|
|
|
|
||||||||
|
Proceeds from borrowings
|
14,138
|
|
|
14,373
|
|
|
12,953
|
|
||||
|
Payments on borrowings
|
(13,648
|
)
|
|
(13,963
|
)
|
|
(13,115
|
)
|
||||
|
Debt financing fees
|
(22
|
)
|
|
(28
|
)
|
|
(34
|
)
|
||||
|
|
|
468
|
|
|
382
|
|
|
(196
|
)
|
|||
Net cash provided by financing activities
|
115
|
|
|
182
|
|
|
76
|
|
|||||
|
|
|
|
|
|
||||||||
Effect of changes in exchange rates on cash and cash equivalents
|
(41
|
)
|
|
(23
|
)
|
|
(8
|
)
|
|||||
|
|
|
|
|
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
(172
|
)
|
|
(69
|
)
|
|
87
|
|
|||||
Cash and cash equivalents, beginning of period
|
624
|
|
|
693
|
|
|
606
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
452
|
|
|
$
|
624
|
|
|
$
|
693
|
|
||
|
|
|
|
|
|
||||||||
Supplemental disclosure
|
|
|
|
|
|
||||||||
Interest payments
|
$
|
454
|
|
|
$
|
474
|
|
|
$
|
457
|
|
||
Income tax payments, net
|
$
|
29
|
|
|
$
|
45
|
|
|
$
|
58
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock
|
|
Total Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at January 1, 2013
|
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
|
|
||||||
Change in excess tax benefit on equity 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net activity related to restricted stock units
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
153
|
|
|
10
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
20
|
|
|
—
|
|
||||||
Change in excess tax benefit on equity awards
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Activity related to employee stock purchase plan
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Issuance of common stock - conversion of convertible debt
|
—
|
|
|
—
|
|
|
(529
|
)
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
595
|
|
|
66
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
(300
|
)
|
|
(300
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2014
|
137.1
|
|
|
$
|
1
|
|
|
$
|
7,212
|
|
|
$
|
(2,115
|
)
|
|
$
|
(22
|
)
|
|
(31.4
|
)
|
|
$
|
(4,411
|
)
|
|
$
|
665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net activity related to restricted stock units
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
178
|
|
|
(13
|
)
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||
Change in excess tax benefit on equity awards
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Activity related to employee stock purchase plan
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
(394
|
)
|
|
(394
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2015
|
137.1
|
|
|
$
|
1
|
|
|
$
|
7,010
|
|
|
$
|
(1,802
|
)
|
|
$
|
(147
|
)
|
|
(39.3
|
)
|
|
$
|
(4,623
|
)
|
|
$
|
439
|
|
1.
|
Basis of Presentation
|
•
|
Americas
—provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates the Company’s car sharing business in certain of these markets.
|
•
|
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, Australia and New Zealand, and operates the Company’s car sharing business in certain of these markets.
|
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,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income for basic EPS
|
$
|
313
|
|
|
$
|
245
|
|
|
$
|
16
|
|
|
Convertible debt interest, net of tax
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net income for diluted EPS
|
$
|
313
|
|
|
$
|
246
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|||||||
Basic weighted average shares outstanding
|
103.4
|
|
|
105.4
|
|
|
107.6
|
|
||||
Options, warrants and non-vested stock
|
1.6
|
|
|
2.1
|
|
|
3.8
|
|
||||
Convertible debt
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
Diluted weighted average shares outstanding
|
105.0
|
|
|
110.6
|
|
|
111.4
|
|
||||
|
|
|
|
|
|
|||||||
Earnings per share:
|
|
|
|
|
|
|||||||
|
Basic
|
$
|
3.02
|
|
|
$
|
2.32
|
|
|
$
|
0.15
|
|
|
Diluted
|
$
|
2.98
|
|
|
$
|
2.22
|
|
|
$
|
0.15
|
|
|
As of December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Non-vested stock
(a)
|
0.1
|
|
|
—
|
|
|
—
|
|
Shares underlying convertible debt
|
—
|
|
|
—
|
|
|
4.0
|
|
(a)
|
The weighted average grant date fair value for anti-dilutive non-vested stock for 2015 was
$61.15
.
|
4.
|
Restructuring
|
|
|
Personnel Related
|
|
Facility Related
|
|
Other
(a)
|
|
Total
|
||||||||
Balance as of January 1, 2013
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
|
Avis Europe restructuring expense
|
34
|
|
|
6
|
|
|
—
|
|
|
40
|
|
||||
|
Truck Rental restructuring expense
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||
|
Avis Europe restructuring payment
|
(29
|
)
|
|
(2
|
)
|
|
—
|
|
|
(31
|
)
|
||||
|
Truck Rental payment/utilization
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
||||
Balance as of December 31, 2013
|
17
|
|
|
5
|
|
|
—
|
|
|
22
|
|
|||||
|
Avis Europe restructuring expense
|
20
|
|
|
1
|
|
|
—
|
|
|
21
|
|
||||
|
T15 restructuring expense
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
|
Avis Europe restructuring payment
|
(27
|
)
|
|
(3
|
)
|
|
—
|
|
|
(30
|
)
|
||||
|
T15 restructuring payment
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance as of December 31, 2014
|
14
|
|
|
3
|
|
|
—
|
|
|
17
|
|
|||||
|
T15 restructuring expense
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
|
Acquisition integration expense
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
|
Avis Europe restructuring payment
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
|
(9
|
)
|
||||
|
T15 restructuring payment
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||
|
Acquisition integration payment
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Balance as of December 31, 2015
|
$
|
10
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
11
|
|
(a)
|
Includes expenses related to the disposition of vehicles.
|
|
|
Americas
|
|
International
|
|
Total
|
||||||
Balance as of January 1, 2013
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
13
|
|
|
|
Avis Europe restructuring expense
|
7
|
|
|
33
|
|
|
40
|
|
|||
|
Truck Rental restructuring expense
|
21
|
|
|
—
|
|
|
21
|
|
|||
|
Avis Europe restructuring payment
|
(7
|
)
|
|
(24
|
)
|
|
(31
|
)
|
|||
|
Truck Rental payment/utilization
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||
Balance as of December 31, 2013
|
1
|
|
|
21
|
|
|
22
|
|
||||
|
Avis Europe restructuring expense
|
4
|
|
|
17
|
|
|
21
|
|
|||
|
T15 restructuring expense
|
4
|
|
|
1
|
|
|
5
|
|
|||
|
Avis Europe restructuring payment
|
(4
|
)
|
|
(26
|
)
|
|
(30
|
)
|
|||
|
T15 restructuring payment
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance as of December 31, 2014
|
4
|
|
|
13
|
|
|
17
|
|
||||
|
T15 restructuring expense
|
6
|
|
|
3
|
|
|
9
|
|
|||
|
Acquisition integration expense
|
1
|
|
|
8
|
|
|
9
|
|
|||
|
Avis Europe restructuring payment
|
(1
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
|
T15 restructuring payment
|
(8
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|||
|
Acquisition integration payment
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Balance as of December 31, 2015
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
11
|
|
5.
|
Acquisitions
|
6.
|
Intangible Assets
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License agreements
(a)
|
$
|
263
|
|
|
$
|
81
|
|
|
$
|
182
|
|
|
$
|
259
|
|
|
$
|
59
|
|
|
$
|
200
|
|
Customer relationships
(b)
|
222
|
|
|
68
|
|
|
154
|
|
|
167
|
|
|
50
|
|
|
117
|
|
||||||
Other
(b)
|
41
|
|
|
8
|
|
|
33
|
|
|
8
|
|
|
3
|
|
|
5
|
|
||||||
|
$
|
526
|
|
|
$
|
157
|
|
|
$
|
369
|
|
|
$
|
434
|
|
|
$
|
112
|
|
|
$
|
322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
973
|
|
|
|
|
|
|
$
|
842
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
548
|
|
|
|
|
|
|
$
|
564
|
|
|
|
|
|
(a)
|
Primarily amortized over a period ranging from
1
to
40 years
with a weighted average life of
19 years
.
|
(b)
|
Primarily amortized over a period ranging from
2
to
27 years
with a weighted average life of
11 years
.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
License agreements
|
$
|
31
|
|
|
$
|
16
|
|
|
$
|
12
|
|
Customer relationships
|
21
|
|
|
18
|
|
|
15
|
|
|||
Other
|
7
|
|
|
2
|
|
|
—
|
|
|||
Total
|
$
|
59
|
|
|
$
|
36
|
|
|
$
|
27
|
|
|
|
Americas
|
|
International
|
|
Total Company
|
||||||
Gross goodwill as of January 1, 2014
|
$
|
1,904
|
|
|
$
|
905
|
|
|
$
|
2,809
|
|
|
|
Accumulated impairment losses as of January 1, 2014
|
(1,587
|
)
|
|
(531
|
)
|
|
(2,118
|
)
|
|||
Goodwill as of January 1, 2014
|
317
|
|
|
374
|
|
|
691
|
|
||||
|
Acquisitions
|
190
|
|
|
13
|
|
|
203
|
|
|||
|
Currency translation adjustments and other
|
(28
|
)
|
|
(24
|
)
|
|
(52
|
)
|
|||
Goodwill as of December 31, 2014
|
479
|
|
|
363
|
|
|
842
|
|
||||
|
Acquisitions
|
77
|
|
|
117
|
|
|
194
|
|
|||
|
Currency translation adjustments and other
|
(19
|
)
|
|
(44
|
)
|
|
(63
|
)
|
|||
Goodwill as of December 31, 2015
|
$
|
537
|
|
|
$
|
436
|
|
|
$
|
973
|
|
7.
|
Vehicle Rental Activities
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Rental vehicles
|
$
|
11,195
|
|
|
$
|
11,006
|
|
Less: Accumulated depreciation
|
(1,500
|
)
|
|
(1,465
|
)
|
||
|
9,695
|
|
|
9,541
|
|
||
Vehicles held for sale
|
963
|
|
|
674
|
|
||
Vehicles, net
|
$
|
10,658
|
|
|
$
|
10,215
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation expense
|
$
|
1,837
|
|
|
$
|
1,840
|
|
|
$
|
1,678
|
|
Lease charges
|
156
|
|
|
163
|
|
|
139
|
|
|||
Gain on sale of vehicles, net
|
(60
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||
Vehicle depreciation and lease charges, net
|
$
|
1,933
|
|
|
$
|
1,996
|
|
|
$
|
1,811
|
|
8.
|
Income Taxes
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
|||||||
|
Federal
|
$
|
(32
|
)
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
State
|
3
|
|
|
4
|
|
|
12
|
|
|||
|
Foreign
|
40
|
|
|
79
|
|
|
36
|
|
|||
|
Current income tax provision
|
11
|
|
|
82
|
|
|
44
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|||||||
|
Federal
|
45
|
|
|
89
|
|
|
28
|
|
|||
|
State
|
(1
|
)
|
|
2
|
|
|
8
|
|
|||
|
Foreign
|
14
|
|
|
(26
|
)
|
|
1
|
|
|||
|
Deferred income tax provision
|
58
|
|
|
65
|
|
|
37
|
|
|||
Provision for income taxes
|
$
|
69
|
|
|
$
|
147
|
|
|
$
|
81
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
(a)
|
$
|
258
|
|
|
$
|
248
|
|
|
$
|
4
|
|
Foreign
|
124
|
|
|
144
|
|
|
93
|
|
|||
Pretax income
|
$
|
382
|
|
|
$
|
392
|
|
|
$
|
97
|
|
(a)
|
For the years ended December 31,
2015
,
2014
and
2013
, includes corporate debt extinguishment costs of
$23 million
,
$56 million
and
$147 million
, respectively.
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
|||||
|
Net tax loss carryforwards
|
$
|
1,567
|
|
|
$
|
1,483
|
|
|
Accrued liabilities and deferred revenue
|
276
|
|
|
297
|
|
||
|
Tax credits
|
76
|
|
|
75
|
|
||
|
Depreciation and amortization
|
13
|
|
|
23
|
|
||
|
Acquisition and integration-related liabilities
|
13
|
|
|
8
|
|
||
|
Provision for doubtful accounts
|
7
|
|
|
7
|
|
||
|
Unrealized hedge loss
|
—
|
|
|
1
|
|
||
|
Other
|
46
|
|
|
57
|
|
||
|
Valuation allowance
(a)
|
(351
|
)
|
|
(319
|
)
|
||
Deferred income tax assets
|
1,647
|
|
|
1,632
|
|
|||
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
|||||
|
Depreciation and amortization
|
123
|
|
|
96
|
|
||
|
Prepaid expenses
|
29
|
|
|
21
|
|
||
|
Other
|
7
|
|
|
4
|
|
||
Deferred income tax liabilities
|
159
|
|
|
121
|
|
|||
Deferred income tax assets, net
|
$
|
1,488
|
|
|
$
|
1,511
|
|
(a)
|
The valuation allowance of
$351 million
at
December 31, 2015
relates to tax loss carryforwards, foreign tax credits and certain deferred tax assets of
$267 million
,
$53 million
and
$31 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
$319 million
at
December 31, 2014
relates to tax loss carryforwards, foreign tax credits and certain deferred tax assets of
$249 million
,
$46 million
and
$24 million
, respectively.
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
||||
Depreciation and amortization
|
$
|
53
|
|
|
$
|
54
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
2,420
|
|
|
2,321
|
|
||
Deferred income tax liabilities under vehicle programs, net
|
$
|
2,367
|
|
|
$
|
2,267
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
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
|
2.8
|
|
|
3.3
|
|
|
4.1
|
|
|
Changes in valuation allowances
(a)
|
(0.6
|
)
|
|
(3.0
|
)
|
|
15.5
|
|
|
Taxes on foreign operations at rates different than statutory U.S. federal rates
|
3.7
|
|
|
1.4
|
|
|
5.9
|
|
|
Resolution of a prior-year tax matter
(b)
|
(25.6
|
)
|
|
—
|
|
|
—
|
|
|
Non-deductible debt extinguishment costs
|
—
|
|
|
—
|
|
|
18.8
|
|
|
Non-deductible transaction-related costs
|
0.9
|
|
|
—
|
|
|
3.2
|
|
|
Other non-deductible expenses
|
1.8
|
|
|
0.9
|
|
|
2.3
|
|
|
Other
|
0.1
|
|
|
(0.1
|
)
|
|
(1.3
|
)
|
|
|
18.1
|
%
|
|
37.5
|
%
|
|
83.5
|
%
|
(a)
|
For the year ended December 31, 2013, includes
13.1%
related to our impairment expense.
|
(b)
|
For the year ended December 31, 2015, the Company recognized a
$98 million
income tax benefit from the resolution of a prior
-
year income tax matter.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
54
|
|
|
|
Additions for tax positions related to current year
|
6
|
|
|
5
|
|
|
4
|
|
|||
|
Additions for tax positions for prior years
|
3
|
|
|
5
|
|
|
9
|
|
|||
|
Reductions for tax positions for prior years
|
(14
|
)
|
|
(8
|
)
|
|
—
|
|
|||
|
Settlements
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|||
|
Statute of limitations
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance at December 31
|
$
|
56
|
|
|
$
|
63
|
|
|
$
|
63
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Unrecognized tax benefit in non-current income taxes payable
(a)
|
$
|
37
|
|
|
$
|
45
|
|
Accrued interest payable on potential tax liabilities
(b)
|
28
|
|
|
30
|
|
(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, 2015
and
2014
,
$15 million
and
$16 million
, respectively, 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 years ended December 31,
2015
,
2014
and
2013
, were not significant and were recognized as a component of the provision for income taxes.
|
9.
|
Other Current Assets
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Prepaid expenses
|
$
|
192
|
|
|
$
|
192
|
|
Sales and use taxes
|
159
|
|
|
125
|
|
||
Other
|
156
|
|
|
139
|
|
||
Other current assets
|
$
|
507
|
|
|
$
|
456
|
|
10.
|
Property and Equipment, net
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land
|
$
|
50
|
|
|
$
|
51
|
|
Buildings and leasehold improvements
|
567
|
|
|
565
|
|
||
Capitalized software
|
460
|
|
|
485
|
|
||
Furniture, fixtures and equipment
|
332
|
|
|
392
|
|
||
Projects in process
|
89
|
|
|
82
|
|
||
Buses and support vehicles
|
93
|
|
|
78
|
|
||
|
1,591
|
|
|
1,653
|
|
||
Less: Accumulated depreciation and amortization
|
(910
|
)
|
|
(1,015
|
)
|
||
Property and equipment, net
|
$
|
681
|
|
|
$
|
638
|
|
11.
|
Accounts Payable and Other Current Liabilities
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Accounts payable
|
$
|
352
|
|
|
$
|
328
|
|
Accrued sales and use taxes
|
220
|
|
|
194
|
|
||
Accrued payroll and related
|
199
|
|
|
229
|
|
||
Public liability and property damage insurance liabilities – current
|
131
|
|
|
121
|
|
||
Deferred revenue – current
|
103
|
|
|
89
|
|
||
Other
|
480
|
|
|
530
|
|
||
Accounts payable and other current liabilities
|
$
|
1,485
|
|
|
$
|
1,491
|
|
12.
|
Long-term Debt and Borrowing Arrangements
|
|
Maturity
Date |
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||||
4⅞% Senior Notes
|
November 2017
|
|
$
|
300
|
|
|
$
|
300
|
|
Floating Rate Senior Notes
|
December 2017
|
|
249
|
|
|
248
|
|
||
Floating Rate Term Loan
(a)
|
March 2019
|
|
970
|
|
|
980
|
|
||
9¾% Senior Notes
|
March 2020
|
|
—
|
|
|
223
|
|
||
6% Euro-denominated Senior Notes
|
March 2021
|
|
502
|
|
|
561
|
|
||
5⅛% Senior Notes
|
June 2022
|
|
400
|
|
|
400
|
|
||
5½% Senior Notes
|
April 2023
|
|
674
|
|
|
674
|
|
||
5¼% Senior Notes
|
March 2025
|
|
375
|
|
|
—
|
|
||
Other
(b)
|
|
|
46
|
|
|
34
|
|
||
Deferred financing fees
|
|
|
(55
|
)
|
|
(67
|
)
|
||
Total
|
|
|
3,461
|
|
|
3,353
|
|
||
Less: Short-term debt and current portion of long-term debt
|
|
|
26
|
|
|
28
|
|
||
Long-term debt
|
|
|
$
|
3,435
|
|
|
$
|
3,325
|
|
(a)
|
The floating rate term loan 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)
|
Primarily includes capital leases which are secured by liens on the related assets.
|
Year
|
Amount
|
||
2016
|
$
|
26
|
|
2017
|
564
|
|
|
2018
|
14
|
|
|
2019
|
948
|
|
|
2020
|
2
|
|
|
Thereafter
|
1,962
|
|
|
|
$
|
3,516
|
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Letters of Credit Issued
|
|
Available Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
687
|
|
|
$
|
1,113
|
|
Other facilities
(b)
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
(a)
|
The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and 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 1.50% to 3.48% as of December 31, 2015.
|
13.
|
Debt under Vehicle Programs and Borrowing Arrangements
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Americas – Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
6,837
|
|
|
$
|
6,340
|
|
Americas – Debt borrowings
|
643
|
|
|
746
|
|
||
International – Debt borrowings
(a)(b)
|
1,187
|
|
|
685
|
|
||
International – Capital leases
|
238
|
|
|
314
|
|
||
Other
|
8
|
|
|
31
|
|
||
Deferred financing fees
(c)
|
(53
|
)
|
|
(60
|
)
|
||
Total
|
$
|
8,860
|
|
|
$
|
8,056
|
|
(a)
|
The increase reflects additional borrowings principally to fund increases in the Company's car rental fleet.
|
(b)
|
The increase includes additional borrowing related to the acquisition of Maggiore.
|
(c)
|
Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of December 31, 2015 and 2014 were $41 million and $44 million, respectively.
|
|
Debt under Vehicle Programs
|
||
2016
(a)
|
$
|
1,501
|
|
2017
|
2,884
|
|
|
2018
|
1,626
|
|
|
2019
|
1,389
|
|
|
2020
|
1,513
|
|
|
|
$
|
8,913
|
|
(a)
|
Vehicle backed debt maturing within one year primarily represents term asset-backed securities.
|
|
Total Capacity
(a)
|
|
Outstanding Borrowings
|
|
Available Capacity
|
||||||
Americas – Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
8,892
|
|
|
$
|
6,837
|
|
|
$
|
2,055
|
|
Americas – Debt borrowings
(c)
|
983
|
|
|
643
|
|
|
340
|
|
|||
International – Debt borrowings
(d)
|
2,109
|
|
|
1,187
|
|
|
922
|
|
|||
International – Capital leases
(e)
|
259
|
|
|
238
|
|
|
21
|
|
|||
Other
|
8
|
|
|
8
|
|
|
—
|
|
|||
Total
|
$
|
12,251
|
|
|
$
|
8,913
|
|
|
$
|
3,338
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by $8.4 billion of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by $0.9 billion of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by $1.5 billion of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by $0.2 billion of underlying vehicles and related assets.
|
14.
|
Commitments and Contingencies
|
|
Amount
|
||
2016
|
$
|
570
|
|
2017
|
426
|
|
|
2018
|
316
|
|
|
2019
|
225
|
|
|
2020
|
149
|
|
|
Thereafter
|
577
|
|
|
|
$
|
2,263
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Rent expense (including minimum concession fees)
|
$
|
679
|
|
|
$
|
639
|
|
|
$
|
622
|
|
Contingent concession expense
|
195
|
|
|
193
|
|
|
173
|
|
|||
|
874
|
|
|
832
|
|
|
795
|
|
|||
Less: sublease rental income
|
(5
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|||
Total
|
$
|
869
|
|
|
$
|
826
|
|
|
$
|
790
|
|
15.
|
Stockholders’ Equity
|
|
Currency Translation
Adjustments
|
|
Net Unrealized Gains (Losses) on Cash Flow Hedges
(a)
|
|
Net Unrealized Gains (Losses) on Available-For-Sale Securities
|
|
Minimum Pension Liability
Adjustment
(b)
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance, January 1, 2013
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(85
|
)
|
|
$
|
110
|
|
Other comprehensive income (loss) before reclassifications
|
(27
|
)
|
|
1
|
|
|
—
|
|
|
24
|
|
|
(2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||
Net current-period other comprehensive income (loss)
|
(27
|
)
|
|
1
|
|
|
—
|
|
|
33
|
|
|
7
|
|
|||||
Balance, December 31, 2013
|
166
|
|
|
1
|
|
|
2
|
|
|
(52
|
)
|
|
117
|
|
|||||
Other comprehensive income (loss) before reclassifications
|
(115
|
)
|
|
(7
|
)
|
|
—
|
|
|
(24
|
)
|
|
(146
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
7
|
|
|||||
Net current-period other comprehensive income (loss)
|
(115
|
)
|
|
(2
|
)
|
|
—
|
|
|
(22
|
)
|
|
(139
|
)
|
|||||
Balance, December 31, 2014
|
51
|
|
|
(1
|
)
|
|
2
|
|
|
(74
|
)
|
|
(22
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(131
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
6
|
|
|
(133
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
5
|
|
|
—
|
|
|
3
|
|
|
8
|
|
|||||
Net current-period other comprehensive income (loss)
|
(131
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
9
|
|
|
(125
|
)
|
|||||
Balance, December 31, 2015
|
$
|
(80
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
(147
|
)
|
(a)
|
For the years ended
December 31, 2015
and
2014
, amounts reclassified from accumulated other comprehensive income (loss) into interest expense were
$7 million
(
$4 million
, net of tax) and
$8 million
(
$5 million
, net of tax), respectively. For the year ended
December 31, 2015
, the amount reclassified from accumulated comprehensive income (loss) into vehicle interest expense was
$1 million
(
$1 million
, net of tax).
|
(b)
|
For the years ended
December 31, 2015
,
2014
and
2013
, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses and operating expenses were
$5 million
(
$3 million
, net of tax),
$3 million
(
$2 million
, net of tax) and
$15 million
(
$9 million
, net of tax), respectively.
|
16.
|
Stock-Based Compensation
|
|
2015
|
|
2014
|
|
2013
|
Expected volatility of stock price
|
37%
|
|
40%
|
|
43%
|
Risk-free interest rate
|
0.74%
|
|
0.83%
|
|
0.39%
|
Valuation period
|
3 years
|
|
3 years
|
|
3 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, 2015
|
998
|
|
|
$
|
27.26
|
|
|
1,884
|
|
|
$
|
19.17
|
|
|
267
|
|
|
$
|
14.90
|
|
|
|
Granted
(a)
|
426
|
|
|
54.70
|
|
|
230
|
|
|
55.51
|
|
|
—
|
|
|
—
|
|
|||
|
Vested
(b)
|
(563
|
)
|
|
23.61
|
|
|
(982
|
)
|
|
12.05
|
|
|
(156
|
)
|
|
12.65
|
|
|||
|
Forfeited/expired
|
(42
|
)
|
|
41.07
|
|
|
(191
|
)
|
|
20.57
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at December 31, 2015
(c)
|
819
|
|
|
$
|
43.34
|
|
|
941
|
|
|
$
|
35.18
|
|
|
111
|
|
|
$
|
18.04
|
|
(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 and performance-based and market-based RSUs granted in
2014
was
$42.05
and
$42.03
, respectively, and the weighted-average fair value of time-based RSUs, performance-based and market-based RSUs, and cash units granted in
2013
was
$21.77
,
$20.04
and
$18.04
, respectively.
|
(b)
|
The total fair value of RSUs vested during
2015
,
2014
and
2013
was
$25 million
,
$15 million
and
$13 million
, respectively. The total grant date fair value of cash units vested during the year ended December 31, 2015 was
$2 million
.
|
(c)
|
The Company’s outstanding time-based RSUs, performance-based and market-based RSUs, and cash units had aggregate intrinsic value of
$30 million
,
$34 million
and
$4 million
, respectively. Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to
$32 million
and will be recognized over a weighted average vesting period of
0.8
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, 2015
|
848
|
|
|
$
|
2.92
|
|
|
$
|
54
|
|
|
4.3
|
|
|
Granted
(a)
|
—
|
|
|
—
|
|
|
|
|
|
|
||
|
Exercised
(b)
|
(20
|
)
|
|
5.28
|
|
|
1
|
|
|
|
||
|
Forfeited/expired
|
(1
|
)
|
|
0.79
|
|
|
|
|
|
|
||
Outstanding and exercisable at December 31, 2015
(c)
|
827
|
|
|
$
|
2.87
|
|
|
$
|
28
|
|
|
3.3
|
(a)
|
No stock options were granted during
2014
or
2013
.
|
(b)
|
Stock options exercised during
2014
and
2013
had intrinsic values of
$6 million
and
$23 million
, respectively, and the cash received from the exercise of options was insignificant in
2015
and
2014
and
$3 million
in
2013
.
|
(c)
|
The Company assumes that substantially all outstanding stock options will vest over time.
|
17.
|
Employee Benefit Plans
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
22
|
|
|
29
|
|
|
26
|
|
|||
Expected return on plan assets
|
(31
|
)
|
|
(32
|
)
|
|
(28
|
)
|
|||
Amortization of unrecognized amounts
|
5
|
|
|
3
|
|
|
15
|
|
|||
Net periodic benefit cost
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
18
|
|
|
As of December 31,
|
||||||
Change in Benefit Obligation
|
2015
|
|
2014
|
||||
Benefit obligation at end of prior year
|
$
|
716
|
|
|
$
|
670
|
|
Service cost
|
5
|
|
|
5
|
|
||
Interest cost
|
22
|
|
|
29
|
|
||
Plan amendments
|
—
|
|
|
(1
|
)
|
||
Actuarial (gain) loss
|
(32
|
)
|
|
72
|
|
||
Currency translation adjustment
|
(30
|
)
|
|
(34
|
)
|
||
Net benefits paid
|
(25
|
)
|
|
(25
|
)
|
||
Benefit obligation at end of current year
|
$
|
656
|
|
|
$
|
716
|
|
|
|
|
|
||||
Change in Plan Assets
|
|
|
|
||||
Fair value of assets at end of prior year
|
$
|
553
|
|
|
$
|
517
|
|
Actual return on plan assets
|
5
|
|
|
56
|
|
||
Employer contributions
|
14
|
|
|
26
|
|
||
Currency translation adjustment
|
(20
|
)
|
|
(21
|
)
|
||
Net benefits paid
|
(25
|
)
|
|
(25
|
)
|
||
Fair value of assets at end of current year
|
$
|
527
|
|
|
$
|
553
|
|
|
As of December 31,
|
||||||
Funded Status
|
2015
|
|
2014
|
||||
Classification of net balance sheet assets (liabilities):
|
|
|
|
||||
Non-current assets
|
$
|
30
|
|
|
$
|
15
|
|
Current liabilities
|
(1
|
)
|
|
(1
|
)
|
||
Non-current liabilities
|
(158
|
)
|
|
(177
|
)
|
||
Net funded status
|
$
|
(129
|
)
|
|
$
|
(163
|
)
|
|
|
For the Year Ended December 31,
|
|||||||
U.S. Pension Benefit Plans
|
2015
|
|
2014
|
|
2013
|
||||
Discount rate:
|
|
|
|
|
|
||||
|
Net periodic benefit cost
|
4.00
|
%
|
|
4.75
|
%
|
|
3.75
|
%
|
|
Benefit obligation
|
4.40
|
%
|
|
4.00
|
%
|
|
4.75
|
%
|
Long-term rate of return on plan assets
|
7.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
|
|
|
|
|
|
|
|||
Non-U.S. Pension Benefit Plans
|
|
|
|
|
|
||||
Discount rate:
|
|
|
|
|
|
||||
|
Net periodic benefit cost
|
3.30
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Benefit obligation
|
3.45
|
%
|
|
3.30
|
%
|
|
4.50
|
%
|
Long-term rate of return on plan assets
|
4.65
|
%
|
|
5.30
|
%
|
|
5.25
|
%
|
Asset Class
|
2015
|
|
2014
|
|||||
Cash equivalents and short term investments
|
$
|
12
|
|
|
$
|
6
|
|
|
U.S. equities
|
126
|
|
|
113
|
|
|||
Foreign equities
|
129
|
|
|
163
|
|
|||
Government bonds
|
103
|
|
|
91
|
|
|||
Corporate bonds
|
133
|
|
|
167
|
|
|||
Other assets
|
24
|
|
|
13
|
|
|||
|
Total assets
|
$
|
527
|
|
|
$
|
553
|
|
18.
|
Financial Instruments
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Interest rate caps
(a)
|
$
|
10,179
|
|
|
$
|
8,333
|
|
Interest rate swaps
|
900
|
|
|
1,592
|
|
||
Foreign exchange contracts
|
811
|
|
|
493
|
|
(a)
|
Represents
$8.2 billion
of interest rate caps sold, partially offset by approximately
$2.0 billion
of interest rate caps purchased at
December 31, 2015
and
$6.2 billion
of interest rate caps sold, partially offset by approximately
$2.1 billion
of interest rate caps purchased at
December 31, 2014
. These amounts exclude
$6.2 billion
and
$4.2 billion
of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary at
December 31, 2015
and
2014
, respectively.
|
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||
|
|
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)
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
3
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate caps
(b)
|
1
|
|
|
5
|
|
|
—
|
|
|
10
|
|
||||
|
Foreign exchange contracts
(c)
|
16
|
|
|
2
|
|
|
5
|
|
|
2
|
|
||||
|
Commodity contracts
(c)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
Total
|
$
|
18
|
|
|
$
|
13
|
|
|
$
|
6
|
|
|
$
|
16
|
|
(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,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Financial instruments designated as hedging instruments
(a)
|
|
|
|
|
|
|||||||
|
Interest rate swaps
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
Euro-denominated notes
|
34
|
|
|
46
|
|
|
(11
|
)
|
|||
Financial instruments not designated as hedging instruments
(b)
|
|
|
|
|
|
|||||||
|
Foreign exchange contracts
(c)
|
48
|
|
|
8
|
|
|
27
|
|
|||
|
Interest rate caps
(d)
|
(2
|
)
|
|
(3
|
)
|
|
4
|
|
|||
|
Commodity contracts
(e)
|
—
|
|
|
(3
|
)
|
|
1
|
|
|||
Total
|
$
|
79
|
|
|
$
|
46
|
|
|
$
|
22
|
|
(a)
|
Recognized, net of tax, as a component of accumulated 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,
2015
, included a
$32 million
gain included in interest expense and a
$16 million
gain included in operating expenses. For the year ended December 31,
2014
, included a
$10 million
gain in interest expense and a
$2 million
loss included in operating expenses. For the year ended December 31,
2013
, included a
$20 million
gain in interest expense and a
$7 million
gain included in operating expenses.
|
(d)
|
For the years ended December 31,
2015
and
2014
, amounts are included in vehicle interest, net. 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.
|
(e)
|
Included in operating expenses.
|
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||
|
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Carrying Amount
|
|
Estimated Fair Value
|
||||||||
Corporate debt
|
|
|
|
|
|
|
|
|||||||||
|
Short-term debt and current portion of long-term debt
|
$
|
26
|
|
|
$
|
26
|
|
|
$
|
28
|
|
|
$
|
28
|
|
|
Long-term debt
|
3,435
|
|
|
3,478
|
|
|
3,325
|
|
|
3,439
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Debt under vehicle programs
|
|
|
|
|
|
|
|
|||||||||
|
Vehicle-backed debt due to Avis Budget Rental Car Funding
|
$
|
6,796
|
|
|
$
|
6,836
|
|
|
$
|
6,296
|
|
|
$
|
6,407
|
|
|
Vehicle-backed debt
|
2,060
|
|
|
2,071
|
|
|
1,750
|
|
|
1,771
|
|
||||
|
Interest rate swaps and interest rate caps
(a)
|
4
|
|
|
4
|
|
|
10
|
|
|
10
|
|
(a)
|
Derivatives in liability position.
|
19.
|
Segment Information
|
|
Americas
|
|
International
|
|
Corporate
and Other
(a)
|
|
Total
|
||||||||
Net revenues
|
$
|
6,069
|
|
|
$
|
2,433
|
|
|
$
|
—
|
|
|
$
|
8,502
|
|
Vehicle depreciation and lease charges, net
|
1,478
|
|
|
455
|
|
|
—
|
|
|
1,933
|
|
||||
Vehicle interest, net
|
234
|
|
|
55
|
|
|
—
|
|
|
289
|
|
||||
Adjusted EBITDA
|
682
|
|
|
277
|
|
|
(56
|
)
|
|
903
|
|
||||
Non-vehicle depreciation and amortization
|
143
|
|
|
75
|
|
|
—
|
|
|
218
|
|
||||
Assets exclusive of assets under vehicle programs
|
3,940
|
|
|
1,901
|
|
|
77
|
|
|
5,918
|
|
||||
Assets under vehicle programs
|
9,440
|
|
|
2,276
|
|
|
—
|
|
|
11,716
|
|
||||
Capital expenditures (excluding vehicles)
|
131
|
|
|
68
|
|
|
—
|
|
|
199
|
|
(a)
|
Primarily represents unallocated corporate overhead and receivables from our former subsidiaries.
|
|
Americas
|
|
International
|
|
Corporate
and Other
(a)
|
|
Total
|
||||||||
Net revenues
|
$
|
5,961
|
|
|
$
|
2,524
|
|
|
$
|
—
|
|
|
$
|
8,485
|
|
Vehicle depreciation and lease charges, net
|
1,492
|
|
|
504
|
|
|
—
|
|
|
1,996
|
|
||||
Vehicle interest, net
|
234
|
|
|
48
|
|
|
—
|
|
|
282
|
|
||||
Adjusted EBITDA
|
656
|
|
|
280
|
|
|
(60
|
)
|
|
876
|
|
||||
Non-vehicle depreciation and amortization
|
122
|
|
|
58
|
|
|
—
|
|
|
180
|
|
||||
Assets exclusive of assets under vehicle programs
|
3,946
|
|
|
1,730
|
|
|
108
|
|
|
5,784
|
|
||||
Assets under vehicle programs
|
9,162
|
|
|
1,896
|
|
|
—
|
|
|
11,058
|
|
||||
Capital expenditures (excluding vehicles)
|
113
|
|
|
69
|
|
|
—
|
|
|
182
|
|
(a)
|
Primarily represents unallocated corporate overhead and receivables from our former subsidiaries.
|
|
Americas
|
|
International
|
|
Corporate
and Other
(a)
|
|
Total
|
||||||||
Net revenues
|
$
|
5,480
|
|
|
$
|
2,457
|
|
|
$
|
—
|
|
|
$
|
7,937
|
|
Vehicle depreciation and lease charges, net
|
1,315
|
|
|
496
|
|
|
—
|
|
|
1,811
|
|
||||
Vehicle interest, net
|
216
|
|
|
48
|
|
|
—
|
|
|
264
|
|
||||
Adjusted EBITDA
|
560
|
|
|
256
|
|
|
(47
|
)
|
|
769
|
|
||||
Non-vehicle depreciation and amortization
|
103
|
|
|
49
|
|
|
—
|
|
|
152
|
|
||||
Assets exclusive of assets under vehicle programs
|
3,797
|
|
|
1,749
|
|
|
152
|
|
|
5,698
|
|
||||
Assets under vehicle programs
|
8,357
|
|
|
2,095
|
|
|
—
|
|
|
10,452
|
|
||||
Capital expenditures (excluding vehicles)
|
99
|
|
|
53
|
|
|
—
|
|
|
152
|
|
(a)
|
Primarily represents unallocated corporate overhead and receivables from our former subsidiaries.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Adjusted EBITDA
|
$
|
903
|
|
|
$
|
876
|
|
|
$
|
769
|
|
|
Less: Non-vehicle related depreciation and amortization
|
218
|
|
|
180
|
|
|
152
|
|
||||
|
Interest expense related to corporate debt, net
|
194
|
|
|
209
|
|
|
228
|
|
|||
|
Early extinguishment of corporate debt
|
23
|
|
|
56
|
|
|
147
|
|
|||
|
Transaction-related costs, net
|
68
|
|
|
13
|
|
|
51
|
|
|||
|
Restructuring expense
|
18
|
|
|
26
|
|
|
61
|
|
|||
|
Impairment
|
—
|
|
|
—
|
|
|
33
|
|
|||
Income before income taxes
|
$
|
382
|
|
|
$
|
392
|
|
|
$
|
97
|
|
|
United States
|
|
All Other Countries
|
|
Total
|
||||||
2015
|
|
|
|
|
|
||||||
Net revenues
|
$
|
5,635
|
|
|
$
|
2,867
|
|
|
$
|
8,502
|
|
Assets exclusive of assets under vehicle programs
|
3,677
|
|
|
2,241
|
|
|
5,918
|
|
|||
Assets under vehicle programs
|
8,786
|
|
|
2,930
|
|
|
11,716
|
|
|||
Net long-lived assets
|
1,502
|
|
|
1,069
|
|
|
2,571
|
|
|||
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
||||||
Net revenues
|
$
|
5,471
|
|
|
$
|
3,014
|
|
|
$
|
8,485
|
|
Assets exclusive of assets under vehicle programs
|
3,745
|
|
|
2,039
|
|
|
5,784
|
|
|||
Assets under vehicle programs
|
8,428
|
|
|
2,630
|
|
|
11,058
|
|
|||
Net long-lived assets
|
1,481
|
|
|
885
|
|
|
2,366
|
|
|||
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
||||||
Net revenues
|
$
|
5,030
|
|
|
$
|
2,907
|
|
|
$
|
7,937
|
|
Assets exclusive of assets under vehicle programs
|
3,608
|
|
|
2,090
|
|
|
5,698
|
|
|||
Assets under vehicle programs
|
7,791
|
|
|
2,661
|
|
|
10,452
|
|
|||
Net long-lived assets
|
1,281
|
|
|
947
|
|
|
2,228
|
|
|
United States
|
|
All Other Countries
|
|
Total
|
For the Year Ended December 31, 2014
|
|
|
|
|
|
Assets exclusive of assets under vehicle programs decreased
|
$114
|
|
$13
|
|
$127
|
For the Year Ended December 31, 2013
|
|
|
|
|
|
Assets exclusive of assets under vehicle programs decreased
|
121
|
|
13
|
|
134
|
20.
|
Guarantor and Non-Guarantor Consolidating Financial Statements
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,124
|
|
|
$
|
1,902
|
|
|
$
|
—
|
|
|
$
|
6,026
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
1,181
|
|
|
3,335
|
|
|
(2,040
|
)
|
|
2,476
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
5,305
|
|
|
5,237
|
|
|
(2,040
|
)
|
|
8,502
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
2
|
|
|
17
|
|
|
2,587
|
|
|
1,678
|
|
|
—
|
|
|
4,284
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
1
|
|
|
1,819
|
|
|
1,936
|
|
|
(1,823
|
)
|
|
1,933
|
|
|||||||
|
Selling, general and administrative
|
32
|
|
|
15
|
|
|
619
|
|
|
427
|
|
|
—
|
|
|
1,093
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
204
|
|
|
302
|
|
|
(217
|
)
|
|
289
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
1
|
|
|
133
|
|
|
84
|
|
|
—
|
|
|
218
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
—
|
|
|
159
|
|
|
(5
|
)
|
|
40
|
|
|
—
|
|
|
194
|
|
||||||
|
|
Intercompany interest expense (income)
|
(12
|
)
|
|
(11
|
)
|
|
16
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
|
Transaction-related costs, net
|
—
|
|
|
22
|
|
|
6
|
|
|
40
|
|
|
—
|
|
|
68
|
|
|||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
6
|
|
|
12
|
|
|
—
|
|
|
18
|
|
|||||||
Total expenses
|
22
|
|
|
227
|
|
|
5,385
|
|
|
4,526
|
|
|
(2,040
|
)
|
|
8,120
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(22
|
)
|
|
(227
|
)
|
|
(80
|
)
|
|
711
|
|
|
—
|
|
|
382
|
|
||||||||
Provision for (benefit from) income taxes
|
(9
|
)
|
|
(178
|
)
|
|
170
|
|
|
86
|
|
|
—
|
|
|
69
|
|
||||||||
Equity in earnings of subsidiaries
|
326
|
|
|
375
|
|
|
625
|
|
|
—
|
|
|
(1,326
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
313
|
|
|
$
|
326
|
|
|
$
|
375
|
|
|
$
|
625
|
|
|
$
|
(1,326
|
)
|
|
$
|
313
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
188
|
|
|
$
|
203
|
|
|
$
|
253
|
|
|
$
|
504
|
|
|
$
|
(960
|
)
|
|
$
|
188
|
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,038
|
|
|
$
|
1,988
|
|
|
$
|
—
|
|
|
$
|
6,026
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
1,167
|
|
|
3,426
|
|
|
(2,134
|
)
|
|
2,459
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
5,205
|
|
|
5,414
|
|
|
(2,134
|
)
|
|
8,485
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
10
|
|
|
13
|
|
|
2,525
|
|
|
1,703
|
|
|
—
|
|
|
4,251
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
1
|
|
|
1,920
|
|
|
1,996
|
|
|
(1,921
|
)
|
|
1,996
|
|
|||||||
|
Selling, general and administrative
|
27
|
|
|
23
|
|
|
602
|
|
|
428
|
|
|
—
|
|
|
1,080
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
200
|
|
|
295
|
|
|
(213
|
)
|
|
282
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
2
|
|
|
111
|
|
|
67
|
|
|
—
|
|
|
180
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
2
|
|
|
163
|
|
|
2
|
|
|
42
|
|
|
—
|
|
|
209
|
|
||||||
|
|
Intercompany interest expense (income)
|
(13
|
)
|
|
(11
|
)
|
|
1
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
7
|
|
|
19
|
|
|
—
|
|
|
26
|
|
|||||||
|
Transaction-related costs, net
|
1
|
|
|
8
|
|
|
(20
|
)
|
|
24
|
|
|
—
|
|
|
13
|
|
|||||||
Total expenses
|
27
|
|
|
255
|
|
|
5,348
|
|
|
4,597
|
|
|
(2,134
|
)
|
|
8,093
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(27
|
)
|
|
(255
|
)
|
|
(143
|
)
|
|
817
|
|
|
—
|
|
|
392
|
|
||||||||
Provision for (benefit from) income taxes
|
(10
|
)
|
|
(108
|
)
|
|
186
|
|
|
79
|
|
|
—
|
|
|
147
|
|
||||||||
Equity in earnings of subsidiaries
|
262
|
|
|
409
|
|
|
738
|
|
|
—
|
|
|
(1,409
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
245
|
|
|
$
|
262
|
|
|
$
|
409
|
|
|
$
|
738
|
|
|
$
|
(1,409
|
)
|
|
$
|
245
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
106
|
|
|
$
|
123
|
|
|
$
|
273
|
|
|
$
|
624
|
|
|
$
|
(1,020
|
)
|
|
$
|
106
|
|
|
|
|
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, net
|
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
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
4
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
378
|
|
|
$
|
—
|
|
|
$
|
452
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
212
|
|
|
456
|
|
|
—
|
|
|
668
|
|
||||||
|
Other current assets
|
2
|
|
|
78
|
|
|
83
|
|
|
344
|
|
|
—
|
|
|
507
|
|
||||||
Total current assets
|
6
|
|
|
148
|
|
|
295
|
|
|
1,178
|
|
|
—
|
|
|
1,627
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
134
|
|
|
345
|
|
|
202
|
|
|
—
|
|
|
681
|
|
|||||||
Deferred income taxes
|
20
|
|
|
1,246
|
|
|
253
|
|
|
—
|
|
|
(31
|
)
|
|
1,488
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
487
|
|
|
486
|
|
|
—
|
|
|
973
|
|
|||||||
Other intangibles, net
|
—
|
|
|
30
|
|
|
525
|
|
|
362
|
|
|
—
|
|
|
917
|
|
|||||||
Other non-current assets
|
93
|
|
|
15
|
|
|
17
|
|
|
107
|
|
|
—
|
|
|
232
|
|
|||||||
Intercompany receivables
|
160
|
|
|
367
|
|
|
1,070
|
|
|
696
|
|
|
(2,293
|
)
|
|
—
|
|
|||||||
Investment in subsidiaries
|
272
|
|
|
3,426
|
|
|
3,680
|
|
|
—
|
|
|
(7,378
|
)
|
|
—
|
|
|||||||
Total assets exclusive of assets under vehicle programs
|
551
|
|
|
5,366
|
|
|
6,672
|
|
|
3,031
|
|
|
(9,702
|
)
|
|
5,918
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||||
|
Vehicles, net
|
—
|
|
|
18
|
|
|
78
|
|
|
10,562
|
|
|
—
|
|
|
10,658
|
|
||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
—
|
|
|
438
|
|
||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
||||||
|
|
—
|
|
|
18
|
|
|
78
|
|
|
11,620
|
|
|
—
|
|
|
11,716
|
|
||||||
Total assets
|
$
|
551
|
|
|
$
|
5,384
|
|
|
$
|
6,750
|
|
|
$
|
14,651
|
|
|
$
|
(9,702
|
)
|
|
$
|
17,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Accounts payable and other current liabilities
|
$
|
24
|
|
|
$
|
180
|
|
|
$
|
471
|
|
|
$
|
810
|
|
|
$
|
—
|
|
|
$
|
1,485
|
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
14
|
|
|
5
|
|
|
7
|
|
|
—
|
|
|
26
|
|
||||||
Total current liabilities
|
24
|
|
|
194
|
|
|
476
|
|
|
817
|
|
|
—
|
|
|
1,511
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,932
|
|
|
2
|
|
|
501
|
|
|
—
|
|
|
3,435
|
|
|||||||
Other non-current liabilities
|
88
|
|
|
85
|
|
|
237
|
|
|
355
|
|
|
(31
|
)
|
|
734
|
|
|||||||
Intercompany payables
|
—
|
|
|
1,897
|
|
|
336
|
|
|
60
|
|
|
(2,293
|
)
|
|
—
|
|
|||||||
Total liabilities exclusive of liabilities under vehicle programs
|
112
|
|
|
5,108
|
|
|
1,051
|
|
|
1,733
|
|
|
(2,324
|
)
|
|
5,680
|
|
|||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Debt
|
—
|
|
|
4
|
|
|
74
|
|
|
1,986
|
|
|
—
|
|
|
2,064
|
|
||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
6,796
|
|
|
—
|
|
|
6,796
|
|
||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,199
|
|
|
168
|
|
|
—
|
|
|
2,367
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
288
|
|
||||||
|
|
—
|
|
|
4
|
|
|
2,273
|
|
|
9,238
|
|
|
—
|
|
|
11,515
|
|
||||||
Total stockholders’ equity
|
439
|
|
|
272
|
|
|
3,426
|
|
|
3,680
|
|
|
(7,378
|
)
|
|
439
|
|
|||||||
Total liabilities and stockholders’ equity
|
$
|
551
|
|
|
$
|
5,384
|
|
|
$
|
6,750
|
|
|
$
|
14,651
|
|
|
$
|
(9,702
|
)
|
|
$
|
17,634
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
624
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
177
|
|
|
422
|
|
|
—
|
|
|
599
|
|
||||||
|
Other current assets
|
3
|
|
|
86
|
|
|
78
|
|
|
289
|
|
|
—
|
|
|
456
|
|
||||||
Total current assets
|
5
|
|
|
296
|
|
|
255
|
|
|
1,123
|
|
|
—
|
|
|
1,679
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
112
|
|
|
325
|
|
|
201
|
|
|
—
|
|
|
638
|
|
|||||||
Deferred income taxes
|
19
|
|
|
1,222
|
|
|
240
|
|
|
34
|
|
|
(4
|
)
|
|
1,511
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
487
|
|
|
355
|
|
|
—
|
|
|
842
|
|
|||||||
Other intangibles, net
|
—
|
|
|
38
|
|
|
545
|
|
|
303
|
|
|
—
|
|
|
886
|
|
|||||||
Other non-current assets
|
104
|
|
|
25
|
|
|
21
|
|
|
78
|
|
|
—
|
|
|
228
|
|
|||||||
Intercompany receivables
|
205
|
|
|
344
|
|
|
978
|
|
|
672
|
|
|
(2,199
|
)
|
|
—
|
|
|||||||
Investment in subsidiaries
|
468
|
|
|
3,072
|
|
|
3,316
|
|
|
—
|
|
|
(6,856
|
)
|
|
—
|
|
|||||||
Total assets exclusive of assets under vehicle programs
|
801
|
|
|
5,109
|
|
|
6,167
|
|
|
2,766
|
|
|
(9,059
|
)
|
|
5,784
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
||||||
|
Vehicles, net
|
—
|
|
|
7
|
|
|
87
|
|
|
10,121
|
|
|
—
|
|
|
10,215
|
|
||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
1
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
362
|
|
||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
||||||
|
|
—
|
|
|
8
|
|
|
87
|
|
|
10,963
|
|
|
—
|
|
|
11,058
|
|
||||||
Total assets
|
$
|
801
|
|
|
$
|
5,117
|
|
|
$
|
6,254
|
|
|
$
|
13,729
|
|
|
$
|
(9,059
|
)
|
|
$
|
16,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Accounts payable and other current liabilities
|
$
|
39
|
|
|
$
|
200
|
|
|
$
|
462
|
|
|
$
|
790
|
|
|
$
|
—
|
|
|
$
|
1,491
|
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
13
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
28
|
|
||||||
Total current liabilities
|
39
|
|
|
213
|
|
|
466
|
|
|
801
|
|
|
—
|
|
|
1,519
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,769
|
|
|
6
|
|
|
550
|
|
|
—
|
|
|
3,325
|
|
|||||||
Other non-current liabilities
|
97
|
|
|
100
|
|
|
232
|
|
|
341
|
|
|
(4
|
)
|
|
766
|
|
|||||||
Intercompany payables
|
—
|
|
|
1,558
|
|
|
313
|
|
|
328
|
|
|
(2,199
|
)
|
|
—
|
|
|||||||
Total liabilities exclusive of liabilities under vehicle programs
|
136
|
|
|
4,640
|
|
|
1,017
|
|
|
2,020
|
|
|
(2,203
|
)
|
|
5,610
|
|
|||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Debt
|
—
|
|
|
9
|
|
|
83
|
|
|
1,668
|
|
|
—
|
|
|
1,760
|
|
||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
6,296
|
|
|
—
|
|
|
6,296
|
|
||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,082
|
|
|
185
|
|
|
—
|
|
|
2,267
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
244
|
|
||||||
|
|
—
|
|
|
9
|
|
|
2,165
|
|
|
8,393
|
|
|
—
|
|
|
10,567
|
|
||||||
Total stockholders’ equity
|
665
|
|
|
468
|
|
|
3,072
|
|
|
3,316
|
|
|
(6,856
|
)
|
|
665
|
|
|||||||
Total liabilities and stockholders’ equity
|
$
|
801
|
|
|
$
|
5,117
|
|
|
$
|
6,254
|
|
|
$
|
13,729
|
|
|
$
|
(9,059
|
)
|
|
$
|
16,842
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
60
|
|
|
$
|
249
|
|
|
$
|
146
|
|
|
$
|
2,204
|
|
|
$
|
(75
|
)
|
|
$
|
2,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(26
|
)
|
|
(98
|
)
|
|
(75
|
)
|
|
—
|
|
|
(199
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
7
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
15
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
(8
|
)
|
|
(9
|
)
|
|
(239
|
)
|
|
—
|
|
|
(256
|
)
|
||||||
Intercompany loan receipts (advances)
|
—
|
|
|
(30
|
)
|
|
(96
|
)
|
|
—
|
|
|
126
|
|
|
—
|
|
||||||
Other, net
|
334
|
|
|
(127
|
)
|
|
1
|
|
|
8
|
|
|
(210
|
)
|
|
6
|
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
334
|
|
|
(184
|
)
|
|
(201
|
)
|
|
(299
|
)
|
|
(84
|
)
|
|
(434
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
||||||
Investment in vehicles
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(11,925
|
)
|
|
—
|
|
|
(11,928
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
19
|
|
|
—
|
|
|
9,661
|
|
|
—
|
|
|
9,680
|
|
||||||
|
—
|
|
|
18
|
|
|
(2
|
)
|
|
(2,412
|
)
|
|
—
|
|
|
(2,396
|
)
|
||||||
Net cash provided by (used in) investing activities
|
334
|
|
|
(166
|
)
|
|
(203
|
)
|
|
(2,711
|
)
|
|
(84
|
)
|
|
(2,830
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
375
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
377
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(256
|
)
|
|
(4
|
)
|
|
(41
|
)
|
|
—
|
|
|
(301
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
|
|
|
|
|
|
(7
|
)
|
||||||
Repurchases of common stock
|
(393
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
||||||
Intercompany loan borrowings (payments)
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
(126
|
)
|
|
—
|
|
||||||
Other, net
|
1
|
|
|
(335
|
)
|
|
70
|
|
|
(28
|
)
|
|
285
|
|
|
(7
|
)
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(392
|
)
|
|
(223
|
)
|
|
66
|
|
|
37
|
|
|
159
|
|
|
(353
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
14,138
|
|
|
—
|
|
|
14,138
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(13,639
|
)
|
|
—
|
|
|
(13,648
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
477
|
|
|
—
|
|
|
468
|
|
||||||
Net cash provided by (used in) financing activities
|
(392
|
)
|
|
(223
|
)
|
|
57
|
|
|
514
|
|
|
159
|
|
|
115
|
|
||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
2
|
|
|
(140
|
)
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(172
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
2
|
|
|
210
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
624
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
4
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
378
|
|
|
$
|
—
|
|
|
$
|
452
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
469
|
|
|
$
|
340
|
|
|
$
|
1,840
|
|
|
$
|
(70
|
)
|
|
$
|
2,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(20
|
)
|
|
(84
|
)
|
|
(78
|
)
|
|
—
|
|
|
(182
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
7
|
|
|
8
|
|
|
6
|
|
|
—
|
|
|
21
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
—
|
|
|
(263
|
)
|
|
(153
|
)
|
|
—
|
|
|
(416
|
)
|
||||||
Other, net
|
285
|
|
|
(9
|
)
|
|
(2
|
)
|
|
—
|
|
|
(285
|
)
|
|
(11
|
)
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
285
|
|
|
(22
|
)
|
|
(341
|
)
|
|
(225
|
)
|
|
(285
|
)
|
|
(588
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Investment in vehicles
|
—
|
|
|
(9
|
)
|
|
(90
|
)
|
|
(11,776
|
)
|
|
—
|
|
|
(11,875
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
8
|
|
|
—
|
|
|
9,658
|
|
|
—
|
|
|
9,666
|
|
||||||
|
—
|
|
|
(1
|
)
|
|
(90
|
)
|
|
(2,128
|
)
|
|
—
|
|
|
(2,219
|
)
|
||||||
Net cash provided by (used in) investing activities
|
285
|
|
|
(23
|
)
|
|
(431
|
)
|
|
(2,353
|
)
|
|
(285
|
)
|
|
(2,807
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
575
|
|
|
—
|
|
|
296
|
|
|
—
|
|
|
871
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(756
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(762
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Debt financing fees
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Repurchases of common stock
|
(297
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
||||||
Other, net
|
—
|
|
|
(285
|
)
|
|
—
|
|
|
(70
|
)
|
|
355
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(297
|
)
|
|
(478
|
)
|
|
(5
|
)
|
|
225
|
|
|
355
|
|
|
(200
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
88
|
|
|
14,285
|
|
|
—
|
|
|
14,373
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(13,960
|
)
|
|
—
|
|
|
(13,963
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(27
|
)
|
|
—
|
|
|
(28
|
)
|
||||||
|
—
|
|
|
—
|
|
|
84
|
|
|
298
|
|
|
—
|
|
|
382
|
|
||||||
Net cash provided by (used in) financing activities
|
(297
|
)
|
|
(478
|
)
|
|
79
|
|
|
523
|
|
|
355
|
|
|
182
|
|
||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||||
Net decrease in cash and cash equivalents
|
(12
|
)
|
|
(32
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
—
|
|
|
(69
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
14
|
|
|
242
|
|
|
12
|
|
|
425
|
|
|
—
|
|
|
693
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
2
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
624
|
|
|
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 (advances)
|
—
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase 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 borrowings (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
|
|
21.
|
Selected Quarterly Financial Data—(unaudited)
|
|
|
|
2015
|
||||||||||||||
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net revenues
|
$
|
1,850
|
|
|
$
|
2,173
|
|
|
$
|
2,577
|
|
|
$
|
1,902
|
|
||
Net income (loss)
|
(9
|
)
|
|
143
|
|
|
184
|
|
|
(5
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(0.09
|
)
|
|
$
|
1.36
|
|
|
$
|
1.80
|
|
|
$
|
(0.06
|
)
|
|
|
Weighted average shares
|
106.1
|
|
|
105.5
|
|
|
102.7
|
|
|
99.5
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(0.09
|
)
|
|
$
|
1.34
|
|
|
$
|
1.77
|
|
|
$
|
(0.06
|
)
|
|
|
Weighted average shares
|
106.1
|
|
|
106.7
|
|
|
104.0
|
|
|
99.5
|
|
|
|
|
2014
|
||||||||||||||
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net revenues
|
$
|
1,862
|
|
|
$
|
2,194
|
|
|
$
|
2,542
|
|
|
$
|
1,887
|
|
||
Net income
|
4
|
|
|
26
|
|
|
192
|
|
|
23
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income
|
$
|
0.03
|
|
|
$
|
0.25
|
|
|
$
|
1.84
|
|
|
$
|
0.22
|
|
|
|
Weighted average shares
|
106.6
|
|
|
105.1
|
|
|
103.9
|
|
|
106.2
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income
|
$
|
0.03
|
|
|
$
|
0.24
|
|
|
$
|
1.74
|
|
|
$
|
0.21
|
|
|
|
Weighted average shares
|
108.6
|
|
|
111.0
|
|
|
109.9
|
|
|
108.3
|
|
22.
|
Subsequent Event
|
Description
|
Balance at Beginning of Period
|
|
Expensed
|
|
Other Adjustments
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
(a)
|
$
|
34
|
|
|
$
|
24
|
|
|
$
|
(3
|
)
|
|
$
|
(21
|
)
|
|
$
|
34
|
|
2014
(a)
|
50
|
|
|
17
|
|
|
(3
|
)
|
|
(30
|
)
|
|
34
|
|
|||||
2013
|
40
|
|
|
15
|
|
|
10
|
|
|
(15
|
)
|
|
50
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
(a)(b)
|
$
|
319
|
|
|
$
|
20
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
351
|
|
2014
(a)
|
347
|
|
|
(9
|
)
|
|
(13
|
)
|
|
(6
|
)
|
|
319
|
|
|||||
2013
(c)
|
298
|
|
|
27
|
|
|
22
|
|
|
—
|
|
|
347
|
|
(a)
|
Other adjustments relate to currency translation adjustments.
|
(b)
|
Other adjustments relate to the acquisition of Brazil.
|
(c)
|
Other adjustments relate to the acquisition of Zipcar.
|
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).
|
3.2
|
|
Amended and Restated By-Laws of Avis Budget Group, Inc. as of September 15, 2015 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated September 18, 2015).
|
4.1
|
|
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).
|
4.1(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).
|
4.2
|
|
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).
|
4.3
|
|
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).
|
4.3(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).
|
4.4
|
|
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).
|
4.5
|
|
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).
|
4.5(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).
|
4.6
|
|
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).
|
4.7
|
|
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).
|
4.8
|
|
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).
|
4.9
|
|
Indenture dated as of May 16, 2014 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 May 19, 2014).
|
4.1
|
|
Form of 5.125% Senior Notes Due 2022 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 19, 2014).
|
4.11
|
|
Indenture dated as of March 11, 2015 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 March 17, 2015).
|
4.12
|
|
Form of 5.25% Senior Notes Due 2025 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2015).
|
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 April 22, 2014).†
|
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
|
|
Employment Agreement between Avis Budget Group, Inc. and Larry D. DeShon dated as of September 15, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 18, 2015).†
|
10.4
|
|
Agreement between Avis Budget Group, Inc. and Mark J. Servodidio.†
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10.5
|
|
Agreement between Avis Budget Group, Inc. and Joseph Ferraro.†
|
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
|
|
Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan (Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, dated March 28, 2014).†
|
10.8
|
|
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).†
|
10.8(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).†
|
10.8(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).†
|
10.8(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).†
|
10.9
|
|
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).†
|
10.10
|
|
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).†
|
10.10(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).†
|
10.11
|
|
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).†
|
10.12
|
|
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).†
|
10.13
|
|
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).†
|
10.14
|
|
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).†
|
10.15
|
|
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).†
|
10.16
|
|
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).†
|
10.17
|
|
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).†
|
10.18
|
|
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).†
|
10.19
|
|
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).†
|
10.20
|
|
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).†
|
10.21
|
|
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).
|
10.21(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).
|
10.22
|
|
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).
|
10.23
|
|
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).††
|
10.24
|
|
Cendant Corporation* Officer Personal Financial Services Policy (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 26, 2005).
|
10.25
|
|
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).
|
10.26
|
|
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).
|
10.27
|
|
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).
|
10.27(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).
|
10.28
|
|
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).
|
10.28(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).
|
10.29
|
|
Agreement dated November 13, 2014 between Avis Budget Car Rental, LLC and General Motors LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 19, 2014) ††
|
10.30
|
|
Agreement dated August 14, 2015 between Avis Budget Car Rental, LLC and General Motors LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 20, 2015). ††
|
10.31
|
|
Avis Budget Car Rental 2015 Model Year Program Letter dated September 30, 2014 between Avis Budget Car Rental, LLC and Ford Motor Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 6, 2014). ††
|
10.32
|
|
Avis Budget Car Rental 2016 Model Year Program Letter dated August 14, 2015 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 August 20, 2015). ††
|
10.33
|
|
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).
|
10.33(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).
|
10.33(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 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.33(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 (Incorporated by reference to Exhibit 10.35(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).
|
10.34
|
|
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).
|
10.34(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).
|
10.34(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 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.34(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 (Incorporated by reference to Exhibit 10.36(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).
|
10.35
|
|
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).
|
10.35(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).
|
10.35(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 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.35(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 (Incorporated by reference to Exhibit 10.37(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).
|
10.36
|
|
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).
|
10.36(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).
|
10.36(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 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.36(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 (Incorporated by reference to Exhibit 10.38(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).
|
10.37
|
|
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).
|
10.37(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).
|
10.37(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 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.37(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 (Incorporated by reference to Exhibit 10.39(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).
|
10.38
|
|
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).
|
10.39
|
|
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).
|
10.39(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 (Incorporated by reference to Exhibit 10.41(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).
|
10.40
|
|
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).
|
10.41
|
|
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).
|
10.41(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).
|
10.41(b)
|
|
First Amendment to the Second Amended and Restated Series 2010-6 Supplement, dated as of November 20, 2014, 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 26, 2014).
|
10.42
|
|
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).
|
10.43
|
|
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).
|
10.44
|
|
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).
|
10.45
|
|
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).
|
10.46
|
|
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).
|
10.47
|
|
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 (Incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).
|
10.48
|
|
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 to the Company’s Current Report on Form 8-K dated February 18, 2014).
|
10.49
|
|
Series 2014-2 Supplement, dated as of July 24, 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 2014-2 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 24, 2014).
|
10.50
|
|
Series 2015-1 Supplement, dated as of January 29, 2015, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2015-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 30, 2015).
|
10.51
|
|
Series 2015-2 Supplement, dated as of May 27, 2015, between Avis Budget Rental Car Funding (AESOP) LLC and the Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2015-2 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 29, 2015).
|
10.52
|
|
Third Amended and Restated Credit Agreement, dated as of October 3, 2014, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the Subsidiary Borrowers from time to time parties there, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, Citicorp USA, Inc., Bank of America, N.A., Barclays Bank plc, Credit Agricole Corporate and Investment Bank, and The Royal Bank of Scotland plc, as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 6, 2014).
|
10.52(a)
|
|
Administrative Amendment, dated as of October 22, 2014, to the Third Amended And Restated Credit Agreement dated as of October 3, 2014 among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc. the Subsidiary Borrowers and Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and other agent and lending parties thereto.
|
10.52(b)
|
|
Issuing Lender Agreement, dated as of January 15, 2015, among Avis Budget Car Rental, LLC, JPMorgan Chase Bank, N.A., Credit Agricole Corporate & Investment Bank and JPMorgan Chase Bank, N.A. as Administrative Agent.
|
10.52(c)
|
|
Issuing Lender Agreement, dated as of December 31, 2014, among Avis Budget Car Rental, LLC, JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch and JPMorgan Chase Bank, N.A. as Administrative Agent.
|
10.53
|
|
Amended and Restated Guarantee & Collateral Agreement, dated as of May 3, 2011, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC and certain of its Subsidiaries 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).
|
10.53(a)
|
|
Amendment dated as of March 4, 2013, to the Amended and Restated Credit Agreement and the Amended and Restated Guarantee & Collateral Agreement, each dated as of May 3, 2011, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC and certain of its Subsidiaries, JPMorgan Chase Bank, N.A., as Administrative Agent and certain other signatories thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 5, 2013).
|
10.53(b)
|
|
Second Amendment to the Amended and Restated Guarantee & Collateral Agreement, dated as of October 3, 2014, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC and certain of its Subsidiaries, 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 October 6, 2014).
|
10.54
|
|
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).
|
10.55
|
|
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).
|
10.56
|
|
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).
|
10.57
|
|
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).
|
10.58
|
|
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).
|
10.59
|
|
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).
|
10.60
|
|
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).
|
10.61
|
|
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).
|
10.62
|
|
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).
|
10.63
|
|
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).
|
10.64
|
|
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).
|
10.65
|
|
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).
|
10.66
|
|
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).
|
10.67
|
|
Purchase Agreement, dated as of May 13, 2014, 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, Morgan Stanley & Co. LLC 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 May 19, 2014).
|
10.68
|
|
Purchase Agreement, dated as of November 6, 2014, 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 Credit Agricole Securities (USA) Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.73 to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration Number 333-201102-19, dated December 19, 2014).
|
10.69
|
|
Registration Rights Agreement, dated November 14, 2013, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., the guarantors parties thereto and Credit Agricole Securities (USA) Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.74 to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration Number 333-201102-19, dated December 19, 2014).
|
10.70
|
|
Purchase Agreement, dated as of March 4, 2015, 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 Merrill 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 March 10, 2015).
|
10.71
|
|
Cooperation Agreement, dated as of January 25, 2016, by and among Avis Budget Group, Inc. and SRS Investment Management LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 25, 2016).
|
12
|
|
Statement Re: Computation of Ratio of Earnings to Fixed Charges.
|
21
|
|
Subsidiaries of Registrant.
|
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.
|
1.
|
During your employment with the Company you will not engage in any activity that competes with or adversely affects the Company, nor will you begin to organize or develop any competing entity (or assist anyone else in doing so).
|
2.
|
You will not disclose at any time (except for business purposes on behalf of the Company) any confidential or proprietary material of the Company. That material shall include, but is not limited to, the names and addresses of customers, customer contacts, contracts, bidding information, business strategies, pricing information, and the Company’s policies and procedures.
|
3.
|
All documents (paper or electronic) and other information related in any way to the Company shall be the property of the Company, and will be returned to the Company upon the end of your employment with the Company.
|
4.
|
For a period of 24 months following the termination of your employment with the Company (whether such termination is voluntary or involuntary), you will not become employed with a competitor of the Company, solicit business from any of the Company’s customers, or solicit
|
5.
|
For a period of 24 months following the termination of your employment with the Company (whether such termination is voluntary or involuntary), you shall not solicit, aid or induce any employee of the Company to leave such employment.
|
6.
|
Should a court issue injunctive relief to enforce any of the terms of this Agreement, or if a court (or jury) determine that you breached any provision of this Agreement, you will reimburse the Company for all attorney’s fees and costs incurred in enforcing the terms of the Agreement, and you will also be liable for any other damages or relief permitted by law.
|
|
Ned Linnen
Chief Human Resources Officer
|
|
Avis Budget Group, Inc. 6 Sylvan Way Parsippany, New Jersey
|
1.
|
During your employment with the Company you will not engage in any activity that competes with or adversely affects the Company, nor will you begin to organize or develop any competing entity (or assist anyone else in doing).
|
2.
|
You will not disclose at any time (except for business purposes on behalf of the Company) any confidential or proprietary material of the Company. That material shall include, but is not limited to, the names and addresses of customers, customer contacts, contracts, bidding information, business strategies, pricing information, and the Company’s policies and procedures.
|
3.
|
You agree that all documents (paper or electronic) and other information related in any way to the Company shall be the property of the Company, and will be returned to the Company upon the end of your employment with the Company.
|
4.
|
You agree that for a period of two years following the end of your employment with the Company (whether such termination is voluntary or involuntary), you will not become employed with a competitor of the Company, solicit business from the Company’s customers, or solicit business from an entity that was being solicited by the Company during that last year that you were employed by the Company.
|
5.
|
You agree that for a period of two years following the end of your employment with the Company (whether such termination is voluntary or involuntary), you shall not solicit or contact any employee of the Company to leave the Company, nor shall you do anything else (either directly or indirectly) to cause any employee of the Company to leave the Company.
|
6.
|
You agree that should a court issue injunctive relief to enforce any term of this Agreement, or if a court (or jury) determine that you breached any provision of this Agreement, you will reimburse the Company for all attorney’s fees and costs incurred in enforcing the terms of the Agreement, and you will also be liable for any other damages or relief permitted by law.
|
7.
|
You agree that any disputes over the above terms shall be governed by New Jersey law, shall be resolved in a New Jersey Court or in a federal Court located in New Jersey, and that the terms of this agreement may be enforced by the Company or its successors or assigns.
|
|
|
|
|
|
|
|
Exhibit 12
|
|
|||||||||||
Avis Budget Group, Inc.
|
|||||||||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
|||||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings available to cover fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes
|
$
|
382
|
|
|
$
|
392
|
|
|
$
|
97
|
|
|
$
|
300
|
|
|
$
|
36
|
|
Plus: Fixed charges
|
622
|
|
|
648
|
|
|
741
|
|
|
638
|
|
|
576
|
|
|||||
Earnings available to cover fixed charges
|
$
|
1,004
|
|
|
$
|
1,040
|
|
|
$
|
838
|
|
|
$
|
938
|
|
|
$
|
612
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
(a)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest, including amortization of deferred financing costs
|
$
|
510
|
|
|
$
|
547
|
|
|
$
|
643
|
|
|
$
|
546
|
|
|
$
|
506
|
|
Interest portion of rental payment
|
112
|
|
|
101
|
|
|
98
|
|
|
92
|
|
|
70
|
|
|||||
Total fixed charges
|
$
|
622
|
|
|
$
|
648
|
|
|
$
|
741
|
|
|
$
|
638
|
|
|
$
|
576
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.61
|
x
|
|
1.60
|
x
|
|
1.13
|
x
|
|
1.47
|
x
|
|
1.06
|
x
|
|||||
___________
|
|
|
|
|
|
|
|
|
|
||||||||||
(a)
Consists of interest expense on all indebtedness (including amortization of deferred financing costs) and the portion of operating lease rental expense that is representative of the interest factor. Interest expense on all indebtedness is detailed as follows:
|
|||||||||||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Related to debt under vehicle programs
|
$
|
302
|
|
|
$
|
290
|
|
|
$
|
271
|
|
|
$
|
303
|
|
|
$
|
279
|
|
All other
|
208
|
|
|
257
|
|
|
372
|
|
|
243
|
|
|
227
|
|
|||||
|
$
|
510
|
|
|
$
|
547
|
|
|
$
|
643
|
|
|
$
|
546
|
|
|
$
|
506
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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 Fleetco
|
France
|
|
AB Funding Pty Ltd.
|
Australia
|
|
AB Luxembourg Holdings, S.á r.l.
|
Luxembourg
|
|
AB Scotland Finance I, LP
|
Scotland
|
|
AB Scotland Finance II, LP
|
Scotland
|
|
ABG Car Services Holdings, LLC
|
Delaware
|
|
ABG Commerce Consultancy (Shanghai) Co., Ltd.
|
China
|
|
ABG Scandinavia Holdings AS
|
Norway
|
|
ACE Administracao e Participacao Ltda.
|
Brazil
|
|
ACE Rent A Car, Inc.
|
Indiana
|
|
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 Funding Corp.
|
Delaware
|
|
AESOP Leasing Corp.
|
Delaware
|
|
AESOP Leasing Corp. II
|
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
|
|
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 Autovermietung AG
|
Switzerland
|
|
Avis Autovermietung Gesellschaft m.b.H
|
Austria
|
|
AvisBudget Group Limited
|
New Zealand
|
|
Avis Belgium SA
|
Belgium
|
|
Avis Budget Auto Service GmbH
|
Germany
|
|
Avis Budget Autoverhuur B.V.
|
The Netherlands
|
|
Avis Budget Autovermietung Beteiligungsgesellschaft mbH
|
Germany
|
|
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 de Puerto Rico, Inc.
|
Puerto Rico
|
|
Avis Budget EMEA Limited
|
England and Wales
|
|
Avis Budget Europe International Reinsurance Limited
|
Isle of Man
|
|
Avis Budget Finance Inc.
|
Delaware
|
|
Avis Budget Finance plc
|
Jersey
|
|
Avis Budget Group Contact Centres EMEA S.A.
|
Spain
|
|
Avis Budget Group Business Support Centre Kft
|
Hungary
|
|
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 Enterprises, Inc.
|
Delaware
|
|
Avis Europe Group Holdings BV
|
United Kingdom
|
|
Avis Europe Holdings Limited
|
England and Wales
|
|
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 and 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 Leasing Corporation
|
Delaware
|
|
Avis Leisure Services Limited
|
Jersey Channel Islands
|
|
Avis Licence Holdings Limited
|
England and Wales
|
|
Avis Location de Voitures S.à r.l
|
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 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
|
|
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
|
|
BRC Automoveis de Alugel Ltda.
|
Brazil
|
|
Budget Funding Corporation
|
Delaware
|
|
Budget International, Inc.
|
Delaware
|
|
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
|
|
Camfox Pty. Ltd.
|
Australia
|
|
CCRG Servicios De Automoveis Ltda
|
Brazil
|
CD Intellectual Property Holdings, LLC
|
Delaware
|
|
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
|
|
Constellation Reinsurance Company Limited
|
Barbados
|
|
Dallas Automoveis e Accessories Ltda.
|
Brazil
|
|
Dallas Holding S.A.
|
Brazil
|
|
Dallas Rent A Car Ltda.
|
Brazil
|
|
DRC Automoveis de Alugel Ltda.
|
Brazil
|
|
Europe Leisure Holdings NV
|
The Netherlands
|
|
Garage St Martin sas
|
France
|
|
Garep AG
|
Switzerland
|
|
HFS Truck Funding Corporation
|
Delaware
|
|
Jupol-Car sp. z.o.o.
|
Poland
|
|
Maggiore Asset Management SRL
|
Italy
|
|
Maggiore Finanziaria de Partecipazioni SRL
|
Italy
|
|
Maggiore SRL
|
Italy
|
|
Maggiore Rent SPA
|
Italy
|
|
Maggiore Tradefleet Development SRL
|
Italy
|
|
Maggiore Tradefleet Investments SRL
|
Italy
|
|
Manor National Limited
|
England and Wales
|
|
Mercury Car Rentals Private Limited
|
India
|
|
Milton Location de Voitures SAS
|
France
|
|
Minnesota Rent A Car, LLC
|
Indiana
|
|
Mobility, Inc.
|
Washington
|
|
Motorent Inc.
|
Tennessee
|
|
National Car Rentals (Private) Limited
|
Singapore
|
|
Payhot Limited
|
England and Wales
|
|
Payless Car Rental Canada Inc.
|
Canada
|
|
Payless Car Rental, Inc.
|
Nevada
|
|
Payless Car Rental System, Inc.
|
Florida
|
|
Payless Car Sales, Inc.
|
Florida
|
|
Payless Parking, LLC
|
Florida
|
|
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
|
|
RAC Norway AS
|
Norway
|
|
RAC Group Denmark A/S
|
Denmark
|
Rent-A-Car Company, Incorporated
|
Virginia
|
|
REZLink International, Inc.
|
Florida
|
|
Runabout, LLC
|
Delaware
|
|
SCA sas
|
France
|
|
Servicios Avis S.A.
|
Mexico
|
|
Show Group Enterprises (NZ) Limited
|
New Zealand
|
|
Show Group Enterprises Pty Limited
|
Australia
|
|
Sovial Sociedade de Viaturas de Aluguer LDA
|
Portugal
|
|
Sovialma Sociedade de Viaturas de Aluguer da Madeira LDA
|
Portugal
|
|
Strongdraw Limited
|
England and Wales
|
|
Sweden Rent A Car AB
|
Sweden
|
|
Team Fleet Financing Corporation
|
Delaware
|
|
Texas Rent A Car, LLC
|
Illinois
|
|
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 Australia Pty Ltd
|
Australia
|
|
Zipcar Austria GmbH
|
Austria
|
|
Zipcar Belgium SPRL
|
Belgium
|
|
Zipcar Canada, Inc.
|
Canada
|
|
Zipcar Carsharing S.A.
|
Spain
|
|
Zicpar France SAS
|
France
|
|
Zipcar International Finance Company Limited
|
United Kingdom
|
|
Zipcar International Holdings Limited
|
United Kingdom
|
|
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/ Larry D. De Shon
|
|
|
Chief Executive Officer and Director
|
|
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
|
|
|
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/ LARRY D. DE SHON
|
|
Larry D. De Shon
|
|
Chief Executive Officer and Director
|
|
February 24, 2016
|
|
|
|
/s/ DAVID B. WYSHNER
|
|
David B. Wyshner
|
|
President and Chief Financial Officer
|
|
February 24, 2016
|
|