|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
|
|
|
06-0918165
|
|||
(State or other jurisdiction of
incorporation or organization)
|
|
|
|
|
(I.R.S. Employer Identification Number)
|
|||
6 Sylvan Way
|
|
|
|
|
|
|||
Parsippany,
|
NJ
|
|
|
|
|
07054
|
||
(Address of principal executive offices)
|
|
|
|
|
(Zip Code)
|
|||
|
|
|
|
(973)
|
496-4700
|
|
||
|
|
|
|
(Registrant’s telephone number, including area code)
|
|
TITLE OF EACH CLASS
|
TRADING SYMBOL(S)
|
NAME OF EACH EXCHANGE ON WHICH REGISTERED
|
Common Stock, Par Value $.01
|
CAR
|
The NASDAQ Global Select Market
|
Common Stock Purchase Rights
|
N/A
|
The NASDAQ Global Select Market
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
Item
|
Description
|
Page
|
|
|
|
|
PART I
|
|
1
|
||
1A
|
||
1B
|
||
2
|
||
3
|
||
4
|
||
|
|
|
|
PART II
|
|
5
|
||
6
|
||
7
|
||
7A
|
||
8
|
||
9
|
||
9A
|
||
9B
|
||
|
|
|
|
PART III
|
|
10
|
||
11
|
||
12
|
||
13
|
||
14
|
||
|
|
|
|
PART IV
|
|
15
|
||
|
•
|
the high level of competition in the mobility industry, including from new companies or technology, and the impact such competition may have on pricing and rental volume;
|
•
|
a change in our fleet costs, including 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;
|
•
|
the results of operations or financial condition of the manufacturers of our vehicles, 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 vehicles available to us or the mobility industry as a whole on commercially reasonable terms or at all;
|
•
|
a change in travel demand, including changes or disruptions in airline passenger traffic;
|
•
|
any change in economic conditions generally, particularly during our peak season or in key market segments;
|
•
|
an occurrence or threat of terrorism, pandemic disease, natural disasters, military conflict, civil unrest or political instability in the locations in which we operate;
|
•
|
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;
|
•
|
our ability to continue to successfully implement our business strategies, achieve and maintain cost savings and adapt our business to changes in mobility;
|
•
|
political, economic or commercial instability in the countries in which we operate, and our ability to conform to multiple and conflicting laws or regulations in those countries;
|
•
|
our dependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements with third parties;
|
•
|
our dependence on the performance and retention of our senior management and key employees;
|
•
|
risks related to completed or future acquisitions or investments that we may pursue, including the incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired businesses or capitalize on joint ventures, partnerships and other investments;
|
•
|
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;
|
•
|
our exposure to uninsured or unpaid claims in excess of historical levels;
|
•
|
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 consumer privacy, labor and employment, and tax;
|
•
|
risks related to protecting the integrity of, and preventing unauthorized access to, our information technology systems or those of our third-party vendors, and protecting the confidential information of our employees and customers against security breaches, including physical or cybersecurity breaches, attacks, or other disruptions, and compliance with privacy and data protection regulation;
|
•
|
any impact on us from the actions of our licensees, dealers, third-party vendors and independent contractors;
|
•
|
any major disruptions in our communication networks or information systems;
|
•
|
risks related to tax obligations and the effect of future changes in tax laws and accounting standards;
|
•
|
risks related to our indebtedness, including our substantial outstanding debt obligations, potential interest rate increases, and our ability to incur substantially more debt;
|
•
|
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;
|
•
|
our ability to meet the financial and other covenants contained in the agreements governing our indebtedness;
|
•
|
our ability to accurately estimate our future results;
|
•
|
risks related to actions by activist stockholders and responses from our Board of Directors and senior management; and
|
•
|
other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services.
|
ITEM 1. BUSINESS
|
OVERVIEW
|
•
|
Americas, which 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
|
•
|
International, which 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 and Australasia, and operates the Company’s car sharing business in certain of these markets.
|
COMPANY HISTORY
|
OUR STRATEGY
|
•
|
Continuing to invest in our connected fleet to benefit from fuel savings and improved utilization, vehicle recovery and damage collections;
|
•
|
Expanding our risk vehicle dispositions through our direct-to-consumer sales channels, including online sales channels and strategically positioned Avis vehicle retail car sale lots, and direct-to-dealer sales channels;
|
•
|
Achieving fleet cost efficiencies through our mileage optimization initiative, which involves understanding a vehicle’s next best action (rent, rest or hold) based upon current mileage, status and customer demand; and
|
•
|
Rigorously controlling costs, reducing expenses and increasing efficiencies through process and other improvements.
|
OUR BRANDS AND OPERATIONS
|
*
|
Includes Budget Truck.
|
**
|
Includes Zipcar and other operating brands.
|
|
Avis Locations*
|
|||||||
|
Americas
|
|
International
|
|
Total
|
|||
Company-operated locations
|
1,600
|
|
|
1,300
|
|
|
2,900
|
|
Licensee locations
|
600
|
|
|
1,900
|
|
|
2,500
|
|
Total Avis Locations
|
2,200
|
|
|
3,200
|
|
|
5,400
|
|
*
|
Certain locations support multiple brands.
|
•
|
the Avis mobile application, which allows customers a unique and innovative way to control many elements of their rental experience via their mobile devices without the need to visit the rental counter. The Avis mobile application also allows customers to track Avis shuttle buses to rental locations, find their vehicle, and locate nearby gas stations and parking facilities. The application also includes the Split My Bill feature, which gives customers the ability to remotely split their bill between two credit cards, allowing, commercial customers to upgrade their car, add an ancillary product or extend their rental on their personal credit card following a business rental;
|
•
|
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;
|
•
|
the Avis Select Series, a selection of luxury vehicles including Mercedes, Jaguars, Corvettes, and others;
|
•
|
invited or earned customer status levels allowing for upgrades and counter bypass;
|
•
|
availability of premium, sport and performance vehicles as well as eco-friendly vehicles, including gasoline/electric hybrids;
|
•
|
access to portable navigation units, tablets and satellite radio service;
|
•
|
Avis rental services such as roadside assistance, fuel service options, e-receipts, electronic toll collection services that allow customers to pay highway tolls without waiting in toll booth lines, and amenities such as Avis Access, a full range of special products and services for drivers and passengers with disabilities;
|
•
|
Curbside Delivery, a service that provides customers at select airport locations in the United States with the added convenience of being dropped off at the airport terminal in the same car that they rented; and
|
•
|
for our corporate customers, Avis Budget Group Business Intelligence, a proprietary customer reporting solution that provides a centralized reporting tool and customer reporting portal for all corporate clients around the globe, enabling them to easily view and analyze their rental activity, permitting them to better manage their travel budgets and monitor employee compliance with applicable travel policies.
|
|
Budget Locations*
|
|||||||
|
Americas
|
|
International
|
|
Total
|
|||
Company-operated locations
|
1,375
|
|
|
900
|
|
|
2,275
|
|
Licensee locations
|
550
|
|
|
1,100
|
|
|
1,650
|
|
Total Budget Locations
|
1,925
|
|
|
2,000
|
|
|
3,925
|
|
*
|
Certain locations support multiple brands.
|
•
|
Payless, a leading rental car supplier serving the deep-value segment of the industry, which we license or operate in approximately 250 locations worldwide, including more than 160 locations operated by licensees and approximately 90 Company-operated locations.
|
◦
|
Company-operated Payless locations are primarily located in North America, the majority of which are at or near major airports. Payless’ rental fees are often lower than those of larger, more established vehicle rental brands.
|
◦
|
The Payless business model allows the Company to extend the life-cycle of a portion of our rental fleet, as we “cascade” certain vehicles that exceed certain Avis and Budget age or mileage thresholds to be used by Payless.
|
•
|
Apex, which operates in approximately 30 rental locations at, or near, major airports and in several metropolitan cities in New Zealand and Australia with a separate rental fleet.
|
◦
|
Apex generates reservations through proprietary websites as well as a contact center and online travel agencies and typically has a greater-than-average length of rental.
|
•
|
Maggiore, a leading vehicle rental brand in Italy, where we operate or license in approximately 145 rental locations throughout the country.
|
◦
|
Maggiore has a strong local reputation and benefits from a strong presence at airport, off-airport and railway locations and from the integration of our existing operations and rental fleet management expertise.
|
•
|
Morini Rent, a leading vehicle rental brand in Italy, which offers rental of cars, vans and refrigerated vehicles and which we operate or license in approximately 50 rental locations throughout the country.
|
•
|
FranceCars, which operates one of the largest light commercial vehicle rental fleets in France in approximately 85 rental locations and leverages our existing operational processes and local customer base.
|
•
|
Turiscar, a leading vehicle rental brand in Portugal, which operates primarily in the corporate market, including light commercial vehicles, at more than 25 rental locations throughout the country.
|
•
|
collision and loss damage waivers, under which we agree to relieve a customer from financial responsibility arising from vehicle damage incurred during the rental;
|
•
|
additional/supplemental liability insurance or personal accident/effects insurance products which provide customers with additional protections for personal or third-party losses incurred;
|
•
|
products for driving convenience such as fuel service options, chauffeur drive services, roadside assistance services, electronic toll collection services, curbside delivery, tablet rentals, access to satellite radio, portable navigation units and child safety seat rentals; and
|
•
|
products that supplement truck rental including automobile towing equipment and other moving accessories such as hand trucks, furniture pads and moving supplies.
|
•
|
vehicles subject to agreements requiring automobile manufacturers to repurchase vehicles at a specified price during a specified time period or guarantee our rate of depreciation on the vehicles during a specified period of time; or
|
•
|
vehicles subject to operating leases, which are subject to a fixed lease period and interest rate.
|
OTHER BUSINESS CONSIDERATIONS
|
•
|
Our People: We believe that our success has its foundation in how we treat our employees. In concert with our core values, we seek to foster an environment where communication among our employees is open, honest, and respectful; performance is recognized; growth is encouraged; and accomplishments - individual and collective - are celebrated. We also seek to support the well-being and development of the people we employ and the communities in which they work. The following initiatives reflect our commitment to achieving these goals:
|
•
|
Diversity and Inclusion: We are committed to providing equal employment opportunity to all applicants and employees without regard to race, religion, color, sexual orientation, gender, gender identity, age, national origin, ancestry, citizenship, protected veteran or disability status or any factor prohibited by law, and as such we affirm in policy and practice to support and promote the concept of equal employment opportunity and affirmative action, in accordance with all applicable federal, state, provincial and municipal laws. As an equal-opportunity employer, we are proud to provide an inclusive workplace that embraces and celebrates demographic, cultural and lifestyle differences.
|
•
|
Employee Benefits: We care about our employees and their families. We strive to offer them comprehensive and high value benefits programs that take care of their health and financial needs.
|
•
|
Being Prepared When Disaster Strikes: Over the past seventy years, we have developed strong competencies in responding to business disruptions. Whether the disruption is man-made or an extreme weather event such as a hurricane, flood or wildfire, our business continuity programs are central to how we respond in times of crisis. Our program’s focus is on preparing and protecting our people, property and infrastructure. We utilize an “all hands on deck” approach within our incident management and command structure to ensure that we respond as rapidly and effectively as possible. We have also developed longstanding partnerships with leading national disaster response agencies, which strengthen our ability to provide support to affected customers, employees and communities.
|
•
|
The Environment: As a responsible corporate citizen, we are committed to monitoring, measuring and managing our environmental impact, and working to reduce it where practicable on an ongoing basis. This enables us to meet customer expectations while building a resilient business for generations to come. The following illustrates these commitments:
|
•
|
Environmental Footprint: Through our continuous improvement approach, we work proactively to address the environmental challenges that impact our business. Guided by our Environmental Policy, we focus on the environmental issues most important to us and our stakeholders.
|
•
|
Sustainable Operations: We are driving the efficiencies needed to reduce our environmental impact and enhance the sustainability of our operations. These are mainly driven by improvements on vehicle preventive maintenance, the incorporation of green building practices and by complying with all environmental regulations.
|
•
|
Carbon Offset Program: We are committed to helping educate both consumers and travel professionals on their environmental impact from rental car use and on how that can be reduced. We also work closely with our corporate customers to help them achieve their environmental impact reduction targets through our carbon offset program.
|
•
|
Sustainable Fleet: We have been actively anticipating and driving changes in mobility. Connected and autonomous vehicles are likely to become a common feature worldwide, along with an increase use of electric and shared vehicles, which is why we’re building on our core experience, data intelligence and technology to develop entirely new lines of business and extend our offering and capabilities for our customers, businesses and cities. Our efforts include:
|
◦
|
Car Sharing: Our Zipcar car sharing technology was designed and specifically built for our car sharing business and has been continually refined and upgraded. With more than one million members worldwide, Zipcar is taking thousands of vehicles off the road and reducing congestion. In addition, car sharing members report notable reductions in their own driving behavior after joining.
|
◦
|
Connected Vehicles: Connected vehicles support our ability to reduce emissions through a steadfast focus on fleet maintenance and optimization.
|
◦
|
Fleet Efficiency: We offer our customers the opportunity to choose from a wide variety of vehicles, including hybrids, electric or fuel efficient vehicles at almost all of our locations. Our fleet consists primarily of vehicles from the current and immediately preceding model year - this ensures the highest possible standards of air emissions control. Our hybrid fleet is one of the largest in our industry with 19,000+ hybrid vehicles globally.
|
ITEM 1A. RISK FACTORS
|
•
|
multiple and potentially conflicting laws, regulations, trade policies and agreements that are subject to change;
|
•
|
varying tax regimes, including consequences from changes in applicable tax laws;
|
•
|
the imposition of currency restrictions, restrictions on repatriation of earnings or other restraints, as well as difficulties in obtaining financing in foreign countries for local operations;
|
•
|
potential changes to import-export laws, trade treaties or tariffs in the countries where we purchase vehicles;
|
•
|
international trade disruptions or disputes, including in connection with the ongoing trade negotiations between the United States and China;
|
•
|
local ownership or investment requirements, or compliance with local laws, regulations or business practices;
|
•
|
uncertainty and changes to political and regulatory regimes as a result of changing social, political, regulatory and economic environments in the United States and internationally;
|
•
|
national and international conflict, including terrorist acts; and
|
•
|
political and economic instability or civil unrest that may severely disrupt economic activity in affected countries.
|
•
|
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
|
•
|
global distribution systems (“GDS”), such as Amadeus, Galileo/Apollo, Sabre and Worldspan, that connect travel agents, travel service providers and corporations to our reservation systems.
|
•
|
inconsistencies between our standards, procedures and policies and those of an acquired business, partnership and/or joint venture;
|
•
|
costs or inefficiencies associated with the integration of our operational and administrative systems;
|
•
|
the increased scope and complexity of our operations could require significant attention from management and could impose constraints on our operations or other projects;
|
•
|
unforeseen expenses, delays or conditions, including required regulatory or other third-party approvals or consents, or provisions in contracts with third parties that could limit our flexibility to take certain actions;
|
•
|
an inability to retain the customers, employees, suppliers and/or marketing partners of an acquired business, partnership or joint venture or generate new customers or revenue opportunities through a strategic partnership;
|
•
|
the costs of compliance with local laws and regulations and the implementation of compliance processes, as well as the assumption of unexpected liabilities, litigation, penalties or other enforcement actions;
|
•
|
exposure to undetected malware and viruses embedded in the acquired IT systems of the acquired entity; and
|
•
|
higher than expected costs arising due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies.
|
•
|
incur additional debt to fund working capital, capital expenditures, debt service requirements, execution of our business strategy or acquisitions and other purposes;
|
•
|
provide guarantees in respect of obligations of other persons;
|
•
|
pay dividends or distributions, redeem or repurchase capital stock;
|
•
|
prepay, redeem or repurchase debt;
|
•
|
create or incur liens;
|
•
|
make distributions from our subsidiaries;
|
•
|
sell assets and capital stock of our subsidiaries;
|
•
|
consolidate or merge with or into, or sell substantially all of our assets to, another person; and
|
•
|
respond to adverse changes in general economic, industry and competitive conditions, as well as changes in government regulation and changes to our business.
|
•
|
weakness in general economic conditions and credit markets;
|
•
|
changes in consumers’, investors’ and analysts’ perceptions of our industry, business or related industries;
|
•
|
our quarterly or annual earnings, or those of other companies in our industry, including our key suppliers;
|
•
|
financial estimates that we provide to the public, any changes in such estimates, or our failure to meet such estimates;
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
announcements by us or our competitors of acquisitions, dispositions, strategies, management or stockholder changes, marketing affiliations, projections, fleet costs, pricing actions or other competitive actions;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
overall stock market fluctuations;
|
•
|
success or failure of competitive service offerings or technologies;
|
•
|
tax or regulatory developments in the United States and other countries in which we operate;
|
•
|
litigation involving us;
|
•
|
actions of activist stockholders and responses from our Board and senior management; and
|
•
|
the timing and amount of any share repurchases by us.
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
ITEM 2. PROPERTIES
|
ITEM 3. LEGAL PROCEEDINGS
|
ITEM 4. MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
|
|
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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
|
|
2,218,998
|
|
|
$
|
—
|
|
|
7,758,927
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,218,998
|
|
|
$
|
—
|
|
|
7,758,927
|
|
(a)
|
Includes options and other awards granted under the Amended and Restated Equity and Incentive Plan, which plan was approved by stockholders.
|
(b)
|
Represents 5,352,041 shares available for issuance under the Amended and Restated Equity and Incentive Plan and 2,406,886 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
|
|
Dollar Value of Shares That May Yet Be Purchased under the Plans or Programs
|
||||||
October 2019
|
|
104,781
|
|
|
$
|
25.67
|
|
|
104,781
|
|
|
$
|
189,013,105
|
|
November 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189,013,105
|
|
||
December 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189,013,105
|
|
||
Total
|
|
104,781
|
|
|
$
|
25.67
|
|
|
104,781
|
|
|
$
|
189,013,105
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Avis Budget Group, Inc.
|
$
|
100.00
|
|
|
$
|
54.71
|
|
|
$
|
55.30
|
|
|
$
|
66.15
|
|
|
$
|
33.89
|
|
|
$
|
48.61
|
|
S&P Midcap 400 Index
|
$
|
100.00
|
|
|
$
|
97.82
|
|
|
$
|
118.11
|
|
|
$
|
137.30
|
|
|
$
|
122.08
|
|
|
$
|
154.07
|
|
Dow Jones U.S. Transportation Average Index
|
$
|
100.00
|
|
|
$
|
83.24
|
|
|
$
|
101.83
|
|
|
$
|
121.19
|
|
|
$
|
106.26
|
|
|
$
|
128.39
|
|
ITEM 6. SELECTED FINANCIAL DATA
|
|
|
As of or For the Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
(In millions, except per share data)
|
|
|
||||||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenues
|
$
|
9,172
|
|
|
$
|
9,124
|
|
|
$
|
8,848
|
|
|
$
|
8,659
|
|
|
$
|
8,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
$
|
302
|
|
|
$
|
165
|
|
|
$
|
361
|
|
|
$
|
163
|
|
|
$
|
313
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA (a)
|
$
|
788
|
|
|
$
|
781
|
|
|
$
|
735
|
|
|
$
|
838
|
|
|
$
|
903
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
$
|
4.01
|
|
|
$
|
2.08
|
|
|
$
|
4.32
|
|
|
$
|
1.78
|
|
|
$
|
3.02
|
|
|
Diluted
|
3.98
|
|
|
2.06
|
|
|
4.25
|
|
|
1.75
|
|
|
2.98
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets
|
$
|
23,126
|
|
|
$
|
19,149
|
|
|
$
|
17,699
|
|
|
$
|
17,643
|
|
|
$
|
17,634
|
|
|
Assets under vehicle programs
|
13,815
|
|
|
12,779
|
|
|
11,879
|
|
|
11,578
|
|
|
11,716
|
|
||||||
Corporate debt
|
3,435
|
|
|
3,551
|
|
|
3,599
|
|
|
3,523
|
|
|
3,461
|
|
||||||
Debt under vehicle programs (b)
|
11,068
|
|
|
10,232
|
|
|
9,221
|
|
|
8,878
|
|
|
8,860
|
|
||||||
Stockholders’ equity
|
656
|
|
|
414
|
|
|
573
|
|
|
221
|
|
|
439
|
|
||||||
Ratio of debt under vehicle programs to assets under vehicle programs
|
80
|
%
|
|
80
|
%
|
|
78
|
%
|
|
77
|
%
|
|
76
|
%
|
(a)
|
The following table reconciles Net Income to Adjusted EBITDA within our Selected Financial Data, which we define as income (loss) from continuing operations before non-vehicle related depreciation and amortization, any impairment charges, restructuring and other related charges, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, net charges for unprecedented personal-injury legal matters, non-operational charges related to shareholder activist activity, gain on sale of equity method investment in China and income taxes. Net charges for unprecedented personal-injury legal matters and gain on sale of equity method investment in China are recorded within operating expenses in our Consolidated Statements of Operations. Non-operational charges related to shareholder activist activity include third-party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in our Consolidated Statements of Operations. We have revised our definition of Adjusted EBITDA to exclude the gain on sale of equity method investment in China. We did not revise prior years’ Adjusted EBITDA because there were no gains similar in nature to this gain. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. See Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, for an explanation of why we believe Adjusted EBITDA is a useful measure.
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net income
|
$
|
302
|
|
|
$
|
165
|
|
|
$
|
361
|
|
|
$
|
163
|
|
|
$
|
313
|
|
|
Provision for (benefit from) income taxes
|
(15
|
)
|
|
102
|
|
|
(150
|
)
|
|
116
|
|
|
69
|
|
||||||
Income before income taxes
|
287
|
|
|
267
|
|
|
211
|
|
|
279
|
|
|
382
|
|
||||||
Add:
|
Non-vehicle related depreciation and amortization
|
263
|
|
|
256
|
|
|
259
|
|
|
253
|
|
|
218
|
|
|||||
|
Interest expense related to corporate debt, net
|
178
|
|
|
188
|
|
|
188
|
|
|
203
|
|
|
194
|
|
|||||
|
Restructuring and other related charges
|
80
|
|
|
22
|
|
|
63
|
|
|
29
|
|
|
18
|
|
|||||
|
Transaction-related costs, net
|
10
|
|
|
20
|
|
|
23
|
|
|
21
|
|
|
68
|
|
|||||
|
Early extinguishment of corporate debt
|
12
|
|
|
19
|
|
|
3
|
|
|
27
|
|
|
23
|
|
|||||
|
Non-operational charges related to shareholder activist activity
|
2
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Impairment
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
|
Gain on sale of equity method investment in China
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Charges for legal matter, net
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
26
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
788
|
|
|
$
|
781
|
|
|
$
|
735
|
|
|
$
|
838
|
|
|
$
|
903
|
|
(b)
|
Includes related-party debt due to Avis Budget Rental Car Funding (AESOP) LLC (“Avis Budget Rental Car Funding”). See Note 14 to our Consolidated Financial Statements.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
|
|
OPERATIONS
|
OVERVIEW
|
•
|
Our revenues totaled $9.2 billion, and increased 1% compared to 2018, due to higher rental volumes, partially offset by 2% negative impact from currency exchange rate movements.
|
•
|
Our net income was $302 million and our Adjusted EBITDA was $788 million primarily driven by higher revenues, Americas’ lower per-unit fleet costs and higher utilization, partially offset by higher salaries, wages and other related benefits, higher vehicle registration fees and a $23 million negative impact from currency exchange rate movements.
|
•
|
We repurchased $62 million of our common stock, reducing our shares outstanding by approximately 2.2 million shares, or 3%.
|
•
|
We issued $400 million of 5¾% Senior Notes due July 2027, the net proceeds of which were used to redeem $400 million principal of our outstanding 5½% Senior Notes due April 2023.
|
•
|
We acquired various licensees primarily in North America.
|
RESULTS OF OPERATIONS
|
|
|
|
|
Year Ended
December 31, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||
Revenues
|
$
|
9,172
|
|
|
$
|
9,124
|
|
|
$
|
48
|
|
|
1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
4,698
|
|
|
4,639
|
|
|
59
|
|
|
1
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
2,063
|
|
|
2,179
|
|
|
(116
|
)
|
|
(5
|
%)
|
|||||
|
Selling, general and administrative
|
1,237
|
|
|
1,220
|
|
|
17
|
|
|
1
|
%
|
|||||
|
Vehicle interest, net
|
344
|
|
|
314
|
|
|
30
|
|
|
10
|
%
|
|||||
|
Non-vehicle related depreciation and amortization
|
263
|
|
|
256
|
|
|
7
|
|
|
3
|
%
|
|||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|||||||||
|
|
Interest expense
|
178
|
|
|
188
|
|
|
(10
|
)
|
|
(5
|
%)
|
||||
|
|
Early extinguishment of debt
|
12
|
|
|
19
|
|
|
(7
|
)
|
|
(37
|
%)
|
||||
|
Restructuring and other related charges
|
80
|
|
|
22
|
|
|
58
|
|
|
n/m
|
|
|||||
|
Transaction-related costs, net
|
10
|
|
|
20
|
|
|
(10
|
)
|
|
(50
|
%)
|
|||||
Total expenses
|
8,885
|
|
|
8,857
|
|
|
28
|
|
|
0
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
287
|
|
|
267
|
|
|
20
|
|
|
7
|
%
|
||||||
Provision for (benefit from) income taxes
|
(15
|
)
|
|
102
|
|
|
(117
|
)
|
|
n/m
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
302
|
|
|
$
|
165
|
|
|
$
|
137
|
|
|
83
|
%
|
n/m
|
Not meaningful.
|
|
|
|
|
2019
|
|
2018
|
||||||||||||
|
|
|
|
Revenues
|
|
Adjusted EBITDA
|
|
Revenues
|
|
Adjusted EBITDA
|
||||||||
Americas
|
$
|
6,352
|
|
|
$
|
652
|
|
|
$
|
6,186
|
|
|
$
|
558
|
|
|||
International
|
2,820
|
|
|
203
|
|
|
2,938
|
|
|
287
|
|
|||||||
Corporate and Other (a)
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(64
|
)
|
|||||||
|
Total Company
|
$
|
9,172
|
|
|
$
|
788
|
|
|
$
|
9,124
|
|
|
$
|
781
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Reconciliation of net income to Adjusted EBITDA
|
||||||||||||||
|
|
|
|
|
|
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
302
|
|
|
$
|
165
|
|
||||||||||
Provision for (benefit from) income taxes
|
|
(15
|
)
|
|
102
|
|
||||||||||||
Income before income taxes
|
|
287
|
|
|
267
|
|
||||||||||||
|
|
|
|
|
|
|||||||||||||
Add:
|
Non-vehicle related depreciation and amortization
|
|
263
|
|
|
256
|
|
|||||||||||
|
|
Interest expense related to corporate debt, net:
|
|
|
|
|
||||||||||||
|
|
Interest expense
|
|
178
|
|
|
188
|
|
||||||||||
|
|
Early extinguishment of debt
|
|
12
|
|
|
19
|
|
||||||||||
|
|
Restructuring and other related charges (b)
|
|
80
|
|
|
22
|
|
||||||||||
|
|
Transaction-related costs, net (c)
|
|
10
|
|
|
20
|
|
||||||||||
|
|
Non-operational charges related to shareholder activist activity (d)
|
|
2
|
|
|
9
|
|
||||||||||
|
|
Gain on sale of equity method investment in China (e)
|
|
(44
|
)
|
|
—
|
|
||||||||||
Adjusted EBITDA
|
|
$
|
788
|
|
|
$
|
781
|
|
(a)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
(b)
|
Other related charges include costs associated with the separation of certain officers of the Company.
|
(c)
|
Primarily comprised of acquisition- and integration-related expenses.
|
(d)
|
Reported within selling, general and administrative expenses in our consolidated results of operations.
|
(e)
|
Reported within operating expenses in our consolidated results of operations.
|
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Revenues
|
|
$
|
6,352
|
|
|
$
|
6,186
|
|
|
3
|
%
|
Adjusted EBITDA
|
|
652
|
|
|
558
|
|
|
17
|
%
|
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Revenues
|
|
$
|
2,820
|
|
|
$
|
2,938
|
|
|
(4
|
%)
|
Adjusted EBITDA
|
|
203
|
|
|
287
|
|
|
(29
|
%)
|
|
|
2019
|
|
2018
|
|
% Change
|
||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
n/m
|
Adjusted EBITDA
|
|
(67
|
)
|
|
(64
|
)
|
|
n/m
|
n/m
|
Not meaningful.
|
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
|
|
As of December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Total assets exclusive of assets under vehicle programs
|
$
|
9,311
|
|
|
$
|
6,370
|
|
|
$
|
2,941
|
|
Total liabilities exclusive of liabilities under vehicle programs
|
8,538
|
|
|
6,011
|
|
|
2,527
|
|
|||
Assets under vehicle programs
|
13,815
|
|
|
12,779
|
|
|
1,036
|
|
|||
Liabilities under vehicle programs
|
13,932
|
|
|
12,724
|
|
|
1,208
|
|
|||
Stockholders’ equity
|
656
|
|
|
414
|
|
|
242
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,586
|
|
|
$
|
2,609
|
|
|
$
|
(23
|
)
|
Investing activities
|
(2,752
|
)
|
|
(3,426
|
)
|
|
674
|
|
|||
Financing activities
|
318
|
|
|
667
|
|
|
(349
|
)
|
|||
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
|
13
|
|
|
(16
|
)
|
|
29
|
|
|||
Net change in cash and cash equivalents, program and restricted cash
|
165
|
|
|
(166
|
)
|
|
331
|
|
|||
Cash and cash equivalents, program and restricted cash, beginning of period
|
735
|
|
|
901
|
|
|
(166
|
)
|
|||
Cash and cash equivalents, program and restricted cash, end of period
|
$
|
900
|
|
|
$
|
735
|
|
|
$
|
165
|
|
LIQUIDITY RISK
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Corporate debt
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
216
|
|
|
$
|
701
|
|
|
$
|
2,505
|
|
|
$
|
3,474
|
|
Debt under vehicle
programs
|
1,753
|
|
|
3,225
|
|
|
3,032
|
|
|
1,097
|
|
|
1,471
|
|
|
539
|
|
|
11,117
|
|
|||||||
Debt interest
|
466
|
|
|
413
|
|
|
313
|
|
|
243
|
|
|
168
|
|
|
94
|
|
|
1,697
|
|
|||||||
Operating leases
|
708
|
|
|
521
|
|
|
417
|
|
|
353
|
|
|
230
|
|
|
1,174
|
|
|
3,403
|
|
|||||||
Commitments to purchase vehicles (a)
|
7,749
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,751
|
|
|||||||
Defined benefit pension plan contributions (b)
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
Other purchase
commitments (c)
|
77
|
|
|
29
|
|
|
19
|
|
|
9
|
|
|
2
|
|
|
—
|
|
|
136
|
|
|||||||
Total (d)
|
$
|
10,783
|
|
|
$
|
4,207
|
|
|
$
|
3,797
|
|
|
$
|
1,918
|
|
|
$
|
2,572
|
|
|
$
|
4,312
|
|
|
$
|
27,589
|
|
(a)
|
Represents commitments to purchase vehicles, the majority of which are from Ford, Fiat Chrysler and General Motors. 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, some of which were purchased under repurchase and guaranteed depreciation programs (see Note 15 to our Consolidated Financial Statements).
|
(b)
|
Represents the expected contributions to our defined benefit pension plans in 2019. The amount of future contributions to our defined benefit pension plans will depend on the rates of return generated from plan assets and other factors (see Note 18 to our Consolidated Financial Statements) and are not included above.
|
(c)
|
Primarily represents commitments under service contracts for information technology, telecommunications and marketing agreements with travel service companies.
|
(d)
|
Excludes income tax uncertainties of $57 million, $13 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.
|
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, 2019. 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, 2019, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 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 fiscal quarter to which this report relates, there has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
ITEM 9B. OTHER INFORMATION
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11. EXECUTIVE COMPENSATION
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
ITEM 15(A)(1). FINANCIAL STATEMENTS
|
ITEM 15(A)(2). FINANCIAL STATEMENT SCHEDULES
|
ITEM 15(A)(3). EXHIBITS
|
|
AVIS BUDGET GROUP, INC.
|
||
|
|
|
|
|
By:
|
/s/ CATHLEEN DEGENOVA
|
|
|
|
Cathleen DeGenova
|
|
|
Vice President and Chief Accounting Officer
|
||
|
Date:
|
February 20, 2020
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ JOSEPH A. FERRARO
|
|
Interim President and Chief Executive Officer
|
|
February 20, 2020
|
(Joseph A. Ferraro)
|
|
|
|
|
|
|
|
||
/s/ JOHN F. NORTH, III
|
|
Executive Vice President and Chief Financial Officer
|
|
February 20, 2020
|
(John F. North, III)
|
|
|
||
|
|
|
|
|
/s/ CATHLEEN DEGENOVA
|
|
Vice President and Chief Accounting Officer
|
|
February 20, 2020
|
(Cathleen DeGenova)
|
|
|
|
|
|
|
|
||
/s/ BRIAN CHOI
|
|
Director
|
|
February 20, 2020
|
(Brian Choi)
|
|
|
|
|
|
|
|
|
|
/s/ MARY C. CHOKSI
|
|
Director
|
|
February 20, 2020
|
(Mary C. Choksi)
|
|
|
|
|
|
|
|
||
/s/ LEONARD S. COLEMAN, JR.
|
|
Director
|
|
February 20, 2020
|
(Leonard S. Coleman, Jr.)
|
|
|
|
|
|
|
|
||
/s/ JEFFREY H. FOX
|
|
Director
|
|
February 20, 2020
|
(Jeffrey H. Fox)
|
|
|
|
|
|
|
|
||
/s/ BERNARDO HEES
|
|
Chairman of the Board of Directors
|
|
February 20, 2020
|
(Bernardo Hees)
|
|
|
|
|
|
|
|
||
/s/ LYNN KROMINGA
|
|
Director
|
|
February 20, 2020
|
(Lynn Krominga)
|
|
|
|
|
|
|
|
||
/s/ GLENN LURIE
|
|
Director
|
|
February 20, 2020
|
(Glenn Lurie)
|
|
|
|
|
|
|
|
||
/s/ JAGDEEP PAHWA
|
|
Director
|
|
February 20, 2020
|
(Jagdeep Pahwa)
|
|
|
|
|
|
|
|
|
|
/s/ F. ROBERT SALERNO
|
|
Director
|
|
February 20, 2020
|
(F. Robert Salerno)
|
|
|
|
|
|
|
|
||
/s/ FRANCIS J. SHAMMO
|
|
Director
|
|
February 20, 2020
|
(Francis J. Shammo)
|
|
|
|
|
|
|
|
|
|
/s/ CARL SPARKS
|
|
Director
|
|
February 20, 2020
|
(Carl Sparks)
|
|
|
|
|
|
|
|
|
|
/s/ SANOKE VISWANATHAN
|
|
Director
|
|
February 20, 2020
|
(Sanoke Viswanathan)
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
We evaluated the appropriateness and consistency of the Company’s methods, significant assumptions and judgments to calculate the estimated residual market value of risk vehicles and the expected dates of disposition.
|
•
|
We tested the effectiveness of controls over vehicle depreciation expense related to risk vehicles and management’s review of the significant assumptions and judgments to calculate the estimated residual market value of risk vehicles, including those over the Company’s monitoring of residual market values and used vehicle market conditions.
|
•
|
We assessed the reasonableness of the estimated residual market value of risk vehicles by performing the following procedures on a selection of risk vehicles:
|
•
|
We tested the underlying historical data that served as the basis for the Company’s calculation of the estimated residual market value to evaluate that the inputs were reasonable.
|
•
|
We tested the mathematical accuracy of the Company’s calculation of the estimated residual market value and vehicle depreciation expense rates.
|
•
|
We tested significant assumptions and judgments used in the Company’s calculation by developing an independent expectation of residual market values and compared them to the estimated residual market values calculated by the Company. Our independent expectation was calculated using our professional judgment by reference to third party data, information produced by the Company, subsequent vehicle sales, and inquiries of management.
|
•
|
We searched for contradictory evidence associated with the significant assumptions and judgments made by management based on our knowledge of the industry and review of third party industry data.
|
•
|
We developed an independent expectation of depreciation expense based on, but not limited to, the vehicles’ age and results of our residual value testing and compared it to the amount recorded by the Company as depreciation expense.
|
•
|
We tested the effectiveness of controls over management’s review of significant assumptions, key inputs and methods used to calculate the estimate of the reported claims not yet paid and unreported claims.
|
•
|
We tested the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were reasonable.
|
•
|
With the assistance of our actuarial specialists, we developed an independent estimate of the self-insurance reserves, including assessment of loss data and claim development factors, and compared our estimate to management’s estimate. In addition, we performed the following:
|
•
|
Evaluated the reasonableness of the methodologies used in management’s estimate based on actuarial methods followed in the insurance industry associated with such liabilities.
|
•
|
Evaluated the reasonableness of the assumptions used in management’s estimate by comparing prior-year assumptions of expected development and ultimate loss to actuals incurred during the current year to identify potential bias in the determination of the liability.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
|
||||||
Revenues
|
$
|
9,172
|
|
|
$
|
9,124
|
|
|
$
|
8,848
|
|
||
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
||||||||
|
Operating
|
4,698
|
|
|
4,639
|
|
|
4,472
|
|
||||
|
Vehicle depreciation and lease charges, net
|
2,063
|
|
|
2,179
|
|
|
2,221
|
|
||||
|
Selling, general and administrative
|
1,237
|
|
|
1,220
|
|
|
1,120
|
|
||||
|
Vehicle interest, net
|
344
|
|
|
314
|
|
|
286
|
|
||||
|
Non-vehicle related depreciation and amortization
|
263
|
|
|
256
|
|
|
259
|
|
||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|||||||
|
|
Interest expense
|
178
|
|
|
188
|
|
|
188
|
|
|||
|
|
Early extinguishment of debt
|
12
|
|
|
19
|
|
|
3
|
|
|||
|
Restructuring and other related charges
|
80
|
|
|
22
|
|
|
63
|
|
||||
|
Transaction-related costs, net
|
10
|
|
|
20
|
|
|
23
|
|
||||
|
Impairment
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total expenses
|
8,885
|
|
|
8,857
|
|
|
8,637
|
|
|||||
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
287
|
|
|
267
|
|
|
211
|
|
|||||
Provision for (benefit from) income taxes
|
(15
|
)
|
|
102
|
|
|
(150
|
)
|
|||||
|
|
|
|
|
|
||||||||
Net income
|
$
|
302
|
|
|
$
|
165
|
|
|
$
|
361
|
|
||
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
4.01
|
|
|
$
|
2.08
|
|
|
$
|
4.32
|
|
|
|
Diluted
|
$
|
3.98
|
|
|
$
|
2.06
|
|
|
$
|
4.25
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
302
|
|
|
$
|
165
|
|
|
$
|
361
|
|
||
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||
|
Currency translation adjustments, net of tax of $(6), $(8) and $33, respectively
|
$
|
12
|
|
|
$
|
(81
|
)
|
|
$
|
110
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|||||||
|
|
Net unrealized gains (losses) on available-for-sale securities, net of tax of $0, $0, and $(1), respectively
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
Cash flow hedges:
|
|
|
|
|
|
|||||||
|
|
Net unrealized holding gains (losses), net of tax of $7, $0, and $0, respectively
|
(20
|
)
|
|
(2
|
)
|
|
1
|
|
|||
|
|
Reclassification of cash flow hedges to earnings, net of tax of $1, $1, and $(2), respectively
|
(3
|
)
|
|
(2
|
)
|
|
2
|
|
|||
|
Minimum pension liability adjustment:
|
|
|
|
|
|
|||||||
|
|
Pension and post-retirement benefits, net of tax of $6, $6, and $(4), respectively
|
(20
|
)
|
|
(23
|
)
|
|
11
|
|
|||
|
|
Reclassification of pension and post-retirement benefits to earnings, net of tax of $(2), $(2), and $(3), respectively
|
6
|
|
|
5
|
|
|
5
|
|
|||
|
|
|
(25
|
)
|
|
(103
|
)
|
|
130
|
|
|||
Total comprehensive income
|
$
|
277
|
|
|
$
|
62
|
|
|
$
|
491
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
686
|
|
|
$
|
615
|
|
|
Receivables (net of allowance for doubtful accounts of $52 and $39, respectively)
|
911
|
|
|
955
|
|
||
|
Other current assets
|
548
|
|
|
604
|
|
||
Total current assets
|
2,145
|
|
|
2,174
|
|
|||
|
|
|
|
|||||
Property and equipment, net
|
792
|
|
|
736
|
|
|||
Operating lease right-of-use assets
|
2,596
|
|
|
—
|
|
|||
Deferred income taxes
|
1,662
|
|
|
1,301
|
|
|||
Goodwill
|
1,101
|
|
|
1,092
|
|
|||
Other intangibles, net
|
798
|
|
|
825
|
|
|||
Other non-current assets
|
217
|
|
|
242
|
|
|||
Total assets exclusive of assets under vehicle programs
|
9,311
|
|
|
6,370
|
|
|||
|
|
|
|
|||||
Assets under vehicle programs:
|
|
|
|
|||||
|
Program cash
|
211
|
|
|
115
|
|
||
|
Vehicles, net
|
12,177
|
|
|
11,474
|
|
||
|
Receivables from vehicle manufacturers and other
|
778
|
|
|
631
|
|
||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party
|
649
|
|
|
559
|
|
||
|
|
13,815
|
|
|
12,779
|
|
||
Total assets
|
$
|
23,126
|
|
|
$
|
19,149
|
|
|
|
|
|
|
|||||
Liabilities and stockholders’ equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
|
Accounts payable and other current liabilities
|
$
|
2,206
|
|
|
$
|
1,693
|
|
|
Short-term debt and current portion of long-term debt
|
19
|
|
|
23
|
|
||
Total current liabilities
|
2,225
|
|
|
1,716
|
|
|||
|
|
|
|
|||||
Long-term debt
|
3,416
|
|
|
3,528
|
|
|||
Long-term operating lease liabilities
|
2,140
|
|
|
—
|
|
|||
Other non-current liabilities
|
757
|
|
|
767
|
|
|||
Total liabilities exclusive of liabilities under vehicle programs
|
8,538
|
|
|
6,011
|
|
|||
|
|
|
|
|||||
Liabilities under vehicle programs:
|
|
|
|
|||||
|
Debt
|
3,132
|
|
|
2,874
|
|
||
|
Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party
|
7,936
|
|
|
7,358
|
|
||
|
Deferred income taxes
|
2,189
|
|
|
1,961
|
|
||
|
Other
|
675
|
|
|
531
|
|
||
|
|
13,932
|
|
|
12,724
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|||||
|
|
|
|
|||||
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
|
6,741
|
|
|
6,771
|
|
||
|
Accumulated deficit
|
(785
|
)
|
|
(1,091
|
)
|
||
|
Accumulated other comprehensive loss
|
(157
|
)
|
|
(133
|
)
|
||
|
Treasury stock, at cost—63 and 61 shares, respectively
|
(5,144
|
)
|
|
(5,134
|
)
|
||
Total stockholders’ equity
|
656
|
|
|
414
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
23,126
|
|
|
$
|
19,149
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
||||||||
Net income
|
$
|
302
|
|
|
$
|
165
|
|
|
$
|
361
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||||
|
Vehicle depreciation
|
1,890
|
|
|
1,974
|
|
|
1,947
|
|
||||
|
Amortization of right-of-use assets
|
989
|
|
|
—
|
|
|
—
|
|
||||
|
(Gain) loss on sale of vehicles, net
|
(82
|
)
|
|
(48
|
)
|
|
52
|
|
||||
|
Non-vehicle related depreciation and amortization
|
263
|
|
|
256
|
|
|
259
|
|
||||
|
Deferred income taxes
|
(103
|
)
|
|
14
|
|
|
(192
|
)
|
||||
|
Stock-based compensation
|
22
|
|
|
24
|
|
|
13
|
|
||||
|
Amortization of debt financing fees
|
31
|
|
|
28
|
|
|
34
|
|
||||
|
Early extinguishment of debt costs
|
12
|
|
|
19
|
|
|
3
|
|
||||
|
Net change in assets and liabilities:
|
|
|
|
|
|
|||||||
|
|
Receivables
|
10
|
|
|
(44
|
)
|
|
(59
|
)
|
|||
|
|
Income taxes
|
(5
|
)
|
|
35
|
|
|
(16
|
)
|
|||
|
|
Accounts payable and other current liabilities
|
84
|
|
|
48
|
|
|
49
|
|
|||
|
Operating lease liabilities
|
(981
|
)
|
|
—
|
|
|
—
|
|
||||
|
Other, net
|
154
|
|
|
138
|
|
|
197
|
|
||||
Net cash provided by operating activities
|
2,586
|
|
|
2,609
|
|
|
2,648
|
|
|||||
|
|
|
|
|
|
||||||||
Investing activities
|
|
|
|
|
|
||||||||
Property and equipment additions
|
(250
|
)
|
|
(231
|
)
|
|
(197
|
)
|
|||||
Proceeds received on asset sales
|
11
|
|
|
17
|
|
|
8
|
|
|||||
Net assets acquired (net of cash acquired)
|
(77
|
)
|
|
(91
|
)
|
|
(21
|
)
|
|||||
Other, net
|
81
|
|
|
(44
|
)
|
|
5
|
|
|||||
Net cash used in investing activities exclusive of vehicle programs
|
(235
|
)
|
|
(349
|
)
|
|
(205
|
)
|
|||||
|
|
|
|
|
|
||||||||
Vehicle programs:
|
|
|
|
|
|
||||||||
|
Investment in vehicles
|
(12,887
|
)
|
|
(12,589
|
)
|
|
(11,538
|
)
|
||||
|
Proceeds received on disposition of vehicles
|
10,460
|
|
|
9,648
|
|
|
9,600
|
|
||||
|
Investment in debt securities of Avis Budget Rental Car Funding (AESOP)—related party
|
(251
|
)
|
|
(188
|
)
|
|
(61
|
)
|
||||
|
Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP)—related party
|
161
|
|
|
52
|
|
|
—
|
|
||||
|
|
|
(2,517
|
)
|
|
(3,077
|
)
|
|
(1,999
|
)
|
|||
Net cash used in investing activities
|
(2,752
|
)
|
|
(3,426
|
)
|
|
(2,204
|
)
|
|||||
|
|
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||||
Proceeds from long-term borrowings
|
402
|
|
|
485
|
|
|
589
|
|
|||||
Payments on long-term borrowings
|
(509
|
)
|
|
(515
|
)
|
|
(602
|
)
|
|||||
Net change in short-term borrowings
|
(1
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||||
Debt financing fees
|
(7
|
)
|
|
(15
|
)
|
|
(9
|
)
|
|||||
Repurchases of common stock
|
(67
|
)
|
|
(216
|
)
|
|
(210
|
)
|
|||||
Other, net
|
—
|
|
|
3
|
|
|
1
|
|
|||||
Net cash used in financing activities exclusive of vehicle programs
|
(182
|
)
|
|
(262
|
)
|
|
(235
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Vehicle programs:
|
|
|
|
|
|
||||||||
|
Proceeds from borrowings
|
19,869
|
|
|
17,339
|
|
|
17,212
|
|
||||
|
Payments on borrowings
|
(19,346
|
)
|
|
(16,385
|
)
|
|
(17,269
|
)
|
||||
|
Debt financing fees
|
(23
|
)
|
|
(25
|
)
|
|
(16
|
)
|
||||
|
|
|
500
|
|
|
929
|
|
|
(73
|
)
|
|||
Net cash provided by (used in) financing activities
|
318
|
|
|
667
|
|
|
(308
|
)
|
|||||
|
|
|
|
|
|
||||||||
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
|
13
|
|
|
(16
|
)
|
|
45
|
|
|||||
|
|
|
|
|
|
||||||||
Net increase (decrease) in cash and cash equivalents, program and restricted cash
|
165
|
|
|
(166
|
)
|
|
181
|
|
|||||
Cash and cash equivalents, program and restricted cash, beginning of period
|
735
|
|
|
901
|
|
|
720
|
|
|||||
Cash and cash equivalents, program and restricted cash, end of period
|
$
|
900
|
|
|
$
|
735
|
|
|
$
|
901
|
|
||
|
|
|
|
|
|
||||||||
Supplemental disclosure
|
|
|
|
|
|
||||||||
Interest payments
|
$
|
509
|
|
|
$
|
497
|
|
|
$
|
460
|
|
||
Income tax payments, net
|
$
|
93
|
|
|
$
|
53
|
|
|
$
|
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, 2017
|
137.1
|
|
|
$
|
1
|
|
|
$
|
6,918
|
|
|
$
|
(1,639
|
)
|
|
$
|
(154
|
)
|
|
(51.1
|
)
|
|
$
|
(4,905
|
)
|
|
$
|
221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
491
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Net activity related to restricted stock units
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
54
|
|
|
4
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
48
|
|
|
—
|
|
||||||
Activity related to employee stock purchase plan
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
(200
|
)
|
|
(200
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2017
|
137.1
|
|
|
$
|
1
|
|
|
$
|
6,820
|
|
|
$
|
(1,222
|
)
|
|
$
|
(24
|
)
|
|
(56.3
|
)
|
|
$
|
(5,002
|
)
|
|
$
|
573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net activity related to restricted stock units
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
48
|
|
|
17
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
19
|
|
|
2
|
|
||||||
Activity related to employee stock purchase plan
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
(200
|
)
|
|
(200
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2018
|
137.1
|
|
|
$
|
1
|
|
|
$
|
6,771
|
|
|
$
|
(1,091
|
)
|
|
$
|
(133
|
)
|
|
(61.5
|
)
|
|
$
|
(5,134
|
)
|
|
$
|
414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
277
|
|
|||||||||||||
Net activity related to restricted stock units
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
46
|
|
|
22
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
5
|
|
|
—
|
|
||||||
Activity related to employee stock purchase plan
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(62
|
)
|
|
(62
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2019
|
137.1
|
|
|
$
|
1
|
|
|
$
|
6,741
|
|
|
$
|
(785
|
)
|
|
$
|
(157
|
)
|
|
(63.2
|
)
|
|
$
|
(5,144
|
)
|
|
$
|
656
|
|
1.
|
Basis of Presentation
|
•
|
Americas—consisting primarily of (i) vehicle rental operations in North America, South America, Central America and the Caribbean, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly.
|
•
|
International—consisting primarily of (i) vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly.
|
2.
|
Summary of Significant Accounting Policies
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Americas
|
$
|
6,352
|
|
|
$
|
6,186
|
|
Europe, Middle East and Africa
|
2,222
|
|
|
2,314
|
|
||
Asia and Australasia
|
598
|
|
|
624
|
|
||
Total revenues
|
$
|
9,172
|
|
|
$
|
9,124
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance, January 1
|
$
|
64
|
|
|
$
|
69
|
|
Revenue deferred
|
17
|
|
|
14
|
|
||
Revenue recognized
|
(22
|
)
|
|
(19
|
)
|
||
Balance, December 31
|
$
|
59
|
|
|
$
|
64
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
686
|
|
|
$
|
615
|
|
Program cash
|
211
|
|
|
115
|
|
||
Restricted cash (a)
|
3
|
|
|
5
|
|
||
Total cash and cash equivalents, program and restricted cash
|
$
|
900
|
|
|
$
|
735
|
|
(a)
|
Included within other current assets.
|
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.
|
Leases
|
|
|
|
Year Ended December 31, 2019
|
|||
Americas
|
|
|
$
|
6,303
|
|
|
Europe, Middle East and Africa
|
|
|
2,141
|
|
||
Asia and Australasia
|
|
|
584
|
|
||
Total lease revenues
|
|
|
$
|
9,028
|
|
|
|
|
Year Ended December 31, 2019
|
|||
Avis
|
|
|
$
|
5,163
|
|
|
Budget
|
|
|
3,129
|
|
||
Other
|
|
|
736
|
|
||
Total lease revenues
|
|
|
$
|
9,028
|
|
|
|
|
Year Ended December 31, 2019
|
||
Property leases (a)
|
|
|
|
||
Operating lease expense
|
|
|
$
|
722
|
|
Variable lease expense
|
|
|
274
|
|
|
Sublease income
|
|
|
(8
|
)
|
|
Total property lease expense
|
|
|
$
|
988
|
|
|
|
|
|
||
Vehicle leases
|
|
|
|
||
Finance lease expense:
|
|
|
|
||
Amortization of ROU assets (b)
|
|
|
$
|
42
|
|
Interest on lease liabilities (c)
|
|
|
4
|
|
|
Operating lease expense (b)
|
|
|
255
|
|
|
Total vehicle lease expense
|
|
|
$
|
301
|
|
(a)
|
Primarily included in operating expenses.
|
(b)
|
Included in vehicle depreciation and lease charges, net.
|
(c)
|
Included in vehicle interest, net.
|
|
As of
December 31, 2019 |
||
Property leases
|
|
||
Operating lease ROU assets
|
$
|
2,596
|
|
|
|
||
Short-term operating lease liabilities (a)
|
$
|
479
|
|
Long-term operating lease liabilities
|
2,140
|
|
|
Operating lease liabilities
|
$
|
2,619
|
|
|
|
||
Weighted average remaining lease term
|
8.9 years
|
|
|
Weighted average discount rate
|
4.31
|
%
|
|
|
|
||
Vehicle leases
|
|
||
Finance
|
|
||
Finance lease ROU assets, gross
|
$
|
337
|
|
Accumulated amortization
|
(56
|
)
|
|
Finance lease ROU assets, net (b)
|
$
|
281
|
|
|
|
||
Short-term vehicle finance lease liabilities
|
$
|
95
|
|
Long-term vehicle finance lease liabilities
|
157
|
|
|
Vehicle finance lease liabilities (c)
|
$
|
252
|
|
|
|
||
Weighted average remaining lease term
|
2.0 years
|
|
|
Weighted average discount rate
|
1.67
|
%
|
|
|
|
||
Operating
|
|
||
Vehicle operating lease ROU assets (d)
|
$
|
195
|
|
|
|
||
Short-term vehicle operating lease liabilities
|
$
|
124
|
|
Long-term vehicle operating lease liabilities
|
71
|
|
|
Vehicle operating lease liabilities (e)
|
$
|
195
|
|
|
|
||
Weighted average remaining lease term
|
1.8 years
|
|
|
Weighted average discount rate
|
3.08
|
%
|
(a)
|
Included in Accounts payable and other current liabilities.
|
(b)
|
Included in Vehicles, net within Assets under vehicle programs.
|
(c)
|
Included in Debt within Liabilities under vehicle programs.
|
(d)
|
Included in Receivables from vehicle manufacturers and other within Assets under vehicle programs.
|
(e)
|
Included in Other within Liabilities under vehicle programs.
|
|
Year Ended December 31, 2019
|
||
Cash payments for lease liabilities within operating activities:
|
|
||
Property operating leases
|
$
|
733
|
|
Vehicle operating leases
|
248
|
|
|
Vehicle finance leases
|
4
|
|
|
Cash payments for lease liabilities within financing activities:
|
|
||
Vehicle finance leases
|
266
|
|
|
Non-cash activities - increase (decrease) in ROU assets in exchange for lease liabilities:
|
|
||
Property operating leases (a)
|
531
|
|
|
Vehicle operating leases (a)
|
262
|
|
|
Vehicle finance leases
|
304
|
|
(a)
|
ROU assets obtained in exchange for lease liabilities since initial recognition.
|
|
Property Operating Leases
|
|
Vehicle Finance Leases
|
|
Vehicle Operating Leases
|
||||||
Within 1 year
|
$
|
580
|
|
|
$
|
95
|
|
|
$
|
128
|
|
Between 1 and 2 years
|
470
|
|
|
29
|
|
|
51
|
|
|||
Between 2 and 3 years
|
400
|
|
|
127
|
|
|
17
|
|
|||
Between 3 and 4 years
|
348
|
|
|
1
|
|
|
5
|
|
|||
Between 4 and 5 years
|
230
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
1,174
|
|
|
—
|
|
|
—
|
|
|||
Total lease payments
|
3,202
|
|
|
252
|
|
|
201
|
|
|||
Less: Imputed interest
|
(583
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Total
|
$
|
2,619
|
|
|
$
|
252
|
|
|
$
|
195
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income for basic and diluted EPS
|
$
|
302
|
|
|
$
|
165
|
|
|
$
|
361
|
|
|
|
|
|
|
|
|
|||||||
Basic weighted average shares outstanding
|
75.2
|
|
|
79.3
|
|
|
83.4
|
|
||||
Options and non-vested stock
|
0.5
|
|
|
0.8
|
|
|
1.4
|
|
||||
Diluted weighted average shares outstanding
|
75.7
|
|
|
80.1
|
|
|
84.8
|
|
||||
|
|
|
|
|
|
|||||||
Earnings per share:
|
|
|
|
|
|
|||||||
|
Basic
|
$
|
4.01
|
|
|
$
|
2.08
|
|
|
$
|
4.32
|
|
|
Diluted
|
$
|
3.98
|
|
|
$
|
2.06
|
|
|
$
|
4.25
|
|
|
As of December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Non-vested stock (a)
|
0.5
|
|
|
0.2
|
|
|
0.5
|
|
(a)
|
The weighted average grant date fair value for anti-dilutive non-vested stock for 2019, 2018 and 2017 was $39.48, $48.66 and $38.40, respectively.
|
|
Personnel Related
|
|
Facility Related
|
|
Other (a)
|
|
Total
|
||||||||
Balance as of January 1, 2017
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Restructuring expense:
|
|
|
|
|
|
|
|
||||||||
Truck initiative
|
1
|
|
|
—
|
|
|
4
|
|
|
5
|
|
||||
T17
|
20
|
|
|
—
|
|
|
15
|
|
|
35
|
|
||||
Restructuring payment/utilization:
|
|
|
|
|
|
|
|
||||||||
Truck initiative
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
||||
T17
|
(17
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
(33
|
)
|
||||
T15
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Acquisition integration
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance as of December 31, 2017
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Restructuring expense:
|
|
|
|
|
|
|
|
||||||||
Workforce planning
|
11
|
|
|
—
|
|
|
2
|
|
|
13
|
|
||||
Truck initiative
|
1
|
|
|
—
|
|
|
4
|
|
|
5
|
|
||||
T17
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
T15
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Restructuring payment/utilization:
|
|
|
|
|
|
|
|
||||||||
Workforce planning
|
(11
|
)
|
|
—
|
|
|
(1
|
)
|
|
(12
|
)
|
||||
Truck initiative
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
||||
T17
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|
(5
|
)
|
||||
T15
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance as of December 31, 2018
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
||||
Restructuring expense:
|
|
|
|
|
|
|
|
||||||||
T19
|
24
|
|
|
—
|
|
|
31
|
|
|
55
|
|
||||
Brazil
|
1
|
|
|
1
|
|
|
5
|
|
|
7
|
|
||||
Restructuring payment/utilization:
|
|
|
|
|
|
|
|
||||||||
T19
|
(21
|
)
|
|
—
|
|
|
(30
|
)
|
|
(51
|
)
|
||||
Brazil
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
||||
Workforce planning
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance as of December 31, 2019
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
6
|
|
(a)
|
Includes expenses primarily related to the disposition of vehicles.
|
|
Americas
|
|
International
|
|
Total
|
||||||
Balance as of January 1, 2017
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Restructuring expense:
|
|
|
|
|
|
||||||
Truck initiative
|
5
|
|
|
—
|
|
|
5
|
|
|||
T17
|
25
|
|
|
10
|
|
|
35
|
|
|||
Restructuring payment/utilization:
|
|
|
|
|
|
||||||
Truck initiative
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
T17
|
(24
|
)
|
|
(9
|
)
|
|
(33
|
)
|
|||
T15
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Acquisition integration
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance as of December 31, 2017
|
1
|
|
|
3
|
|
|
4
|
|
|||
Restructuring expense:
|
|
|
|
|
|
||||||
Workforce planning
|
4
|
|
|
9
|
|
|
13
|
|
|||
Truck initiative
|
5
|
|
|
—
|
|
|
5
|
|
|||
T17
|
2
|
|
|
—
|
|
|
2
|
|
|||
T15
|
—
|
|
|
1
|
|
|
1
|
|
|||
Restructuring payment/utilization:
|
|
|
|
|
|
||||||
Workforce planning
|
(4
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|||
Truck initiative
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
T17
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
T15
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance as of December 31, 2018
|
—
|
|
|
2
|
|
|
2
|
|
|||
Restructuring expense:
|
|
|
|
|
|
||||||
T19
|
39
|
|
|
16
|
|
|
55
|
|
|||
Brazil
|
7
|
|
|
—
|
|
|
7
|
|
|||
Restructuring payment/utilization:
|
|
|
|
|
|
||||||
T19
|
(38
|
)
|
|
(13
|
)
|
|
(51
|
)
|
|||
Brazil
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Workforce planning
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance as of December 31, 2019
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License agreements (a)
|
$
|
241
|
|
|
$
|
108
|
|
|
$
|
133
|
|
|
$
|
305
|
|
|
$
|
168
|
|
|
$
|
137
|
|
Customer relationships (b)
|
255
|
|
|
165
|
|
|
90
|
|
|
251
|
|
|
141
|
|
|
110
|
|
||||||
Other (c)
|
50
|
|
|
25
|
|
|
25
|
|
|
52
|
|
|
21
|
|
|
31
|
|
||||||
|
$
|
546
|
|
|
$
|
298
|
|
|
$
|
248
|
|
|
$
|
608
|
|
|
$
|
330
|
|
|
$
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
1,101
|
|
|
|
|
|
|
$
|
1,092
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
550
|
|
|
|
|
|
|
$
|
547
|
|
|
|
|
|
(a)
|
Primarily amortized over a period ranging from 3 to 40 years with a weighted average life of 19 years.
|
(b)
|
Primarily amortized over a period ranging from 3 to 20 years with a weighted average life of 11 years.
|
(c)
|
Primarily amortized over a period ranging from 0 to 10 years with a weighted average life of 9 years.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
License agreements
|
$
|
28
|
|
|
$
|
36
|
|
|
$
|
33
|
|
Customer relationships
|
25
|
|
|
24
|
|
|
24
|
|
|||
Other
|
6
|
|
|
5
|
|
|
5
|
|
|||
Total
|
$
|
59
|
|
|
$
|
65
|
|
|
$
|
62
|
|
|
|
Americas
|
|
International
|
|
Total Company
|
||||||
|
|
|
|
|
|
|
||||||
Gross goodwill as of January 1, 2018
|
$
|
2,139
|
|
|
$
|
1,052
|
|
|
$
|
3,191
|
|
|
|
Accumulated impairment losses as of January 1, 2018
|
(1,587
|
)
|
|
(531
|
)
|
|
(2,118
|
)
|
|||
Goodwill as of January 1, 2018
|
552
|
|
|
521
|
|
|
1,073
|
|
||||
|
Acquisitions
|
—
|
|
|
54
|
|
|
54
|
|
|||
|
Currency translation adjustments and other
|
(13
|
)
|
|
(22
|
)
|
|
(35
|
)
|
|||
Goodwill as of December 31, 2018
|
539
|
|
|
553
|
|
|
1,092
|
|
||||
|
Acquisitions
|
21
|
|
|
—
|
|
|
21
|
|
|||
|
Currency translation adjustments and other
|
(6
|
)
|
|
(6
|
)
|
|
(12
|
)
|
|||
Goodwill as of December 31, 2019
|
$
|
554
|
|
|
$
|
547
|
|
|
$
|
1,101
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Rental vehicles
|
$
|
13,461
|
|
|
$
|
12,548
|
|
Less: Accumulated depreciation
|
(1,621
|
)
|
|
(1,670
|
)
|
||
|
11,840
|
|
|
10,878
|
|
||
Vehicles held for sale
|
337
|
|
|
596
|
|
||
Vehicles, net
|
$
|
12,177
|
|
|
$
|
11,474
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation expense
|
$
|
1,890
|
|
|
$
|
1,974
|
|
|
$
|
1,947
|
|
Lease charges
|
255
|
|
|
253
|
|
|
222
|
|
|||
(Gain) loss on sale of vehicles, net
|
(82
|
)
|
|
(48
|
)
|
|
52
|
|
|||
Vehicle depreciation and lease charges, net
|
$
|
2,063
|
|
|
$
|
2,179
|
|
|
$
|
2,221
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
|||||||
|
Federal
|
$
|
(3
|
)
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
State
|
41
|
|
|
36
|
|
|
5
|
|
|||
|
Foreign
|
50
|
|
|
59
|
|
|
37
|
|
|||
|
Current income tax provision
|
88
|
|
|
88
|
|
|
42
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|||||||
|
Federal
|
41
|
|
|
63
|
|
|
(205
|
)
|
|||
|
State
|
(37
|
)
|
|
(39
|
)
|
|
(5
|
)
|
|||
|
Foreign
|
(107
|
)
|
|
(10
|
)
|
|
18
|
|
|||
|
Deferred income tax provision
|
(103
|
)
|
|
14
|
|
|
(192
|
)
|
|||
Provision for (benefit from) income taxes
|
$
|
(15
|
)
|
|
$
|
102
|
|
|
$
|
(150
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
125
|
|
|
$
|
114
|
|
|
$
|
17
|
|
Foreign
|
162
|
|
|
153
|
|
|
194
|
|
|||
Pretax income
|
$
|
287
|
|
|
$
|
267
|
|
|
$
|
211
|
|
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
|||||
|
Net tax loss carryforwards
|
$
|
1,645
|
|
|
$
|
1,390
|
|
|
Long-term operating lease liabilities
|
678
|
|
|
—
|
|
||
|
Accrued liabilities and deferred revenue
|
236
|
|
|
230
|
|
||
|
Tax credits
|
20
|
|
|
17
|
|
||
|
Depreciation and amortization
|
17
|
|
|
16
|
|
||
|
Provision for doubtful accounts
|
8
|
|
|
6
|
|
||
|
Other
|
75
|
|
|
38
|
|
||
|
Valuation allowance (a)
|
(214
|
)
|
|
(311
|
)
|
||
Deferred income tax assets
|
2,465
|
|
|
1,386
|
|
|||
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
|||||
|
Operating lease right-of-use assets
|
672
|
|
|
—
|
|
||
|
Depreciation and amortization
|
108
|
|
|
60
|
|
||
|
Prepaid expenses
|
17
|
|
|
20
|
|
||
|
Other
|
6
|
|
|
5
|
|
||
Deferred income tax liabilities
|
803
|
|
|
85
|
|
|||
Deferred income tax assets, net
|
$
|
1,662
|
|
|
$
|
1,301
|
|
(a)
|
The valuation allowance of $214 million at December 31, 2019 relates to tax loss carryforwards and certain deferred tax assets of $192 million and $22 million, respectively. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. The valuation allowance of $311 million at December 31, 2018 relates to tax loss carryforwards and certain deferred tax assets of $283 million and $28 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.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Depreciation and amortization
|
$
|
54
|
|
|
$
|
44
|
|
Other
|
48
|
|
|
—
|
|
||
Deferred income tax assets
|
102
|
|
|
44
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
2,243
|
|
|
2,005
|
|
||
Other
|
48
|
|
|
—
|
|
||
Deferred income tax liabilities
|
2,291
|
|
|
2,005
|
|
||
Deferred income tax liabilities under vehicle programs, net
|
$
|
2,189
|
|
|
$
|
1,961
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, January 1
|
$
|
61
|
|
|
$
|
63
|
|
|
$
|
59
|
|
|
|
Additions for tax positions related to current year
|
6
|
|
|
8
|
|
|
6
|
|
|||
|
Additions for tax positions for prior years
|
—
|
|
|
—
|
|
|
9
|
|
|||
|
Reductions for tax positions for prior years
|
(8
|
)
|
|
(6
|
)
|
|
(10
|
)
|
|||
|
Settlements
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|||
|
Statute of limitations
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance, December 31
|
$
|
54
|
|
|
$
|
61
|
|
|
$
|
63
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Unrecognized tax benefit in non-current income taxes payable (a)
|
$
|
57
|
|
|
$
|
41
|
|
Accrued interest payable on potential tax liabilities (b)
|
27
|
|
|
29
|
|
(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, 2019 and 2018, $13 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, 2019, 2018 and 2017, were not significant and were recognized as a component of the provision for income taxes.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Prepaid expenses
|
$
|
234
|
|
|
$
|
241
|
|
Sales and use taxes
|
173
|
|
|
180
|
|
||
Other
|
141
|
|
|
183
|
|
||
Other current assets
|
$
|
548
|
|
|
$
|
604
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Land
|
$
|
48
|
|
|
$
|
49
|
|
Buildings and leasehold improvements
|
565
|
|
|
625
|
|
||
Capitalized software
|
789
|
|
|
613
|
|
||
Furniture, fixtures and equipment
|
400
|
|
|
411
|
|
||
Projects in process
|
180
|
|
|
169
|
|
||
Buses and support vehicles
|
88
|
|
|
95
|
|
||
|
2,070
|
|
|
1,962
|
|
||
Less: Accumulated depreciation and amortization
|
(1,278
|
)
|
|
(1,226
|
)
|
||
Property and equipment, net
|
$
|
792
|
|
|
$
|
736
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Short-term operating lease liabilities
|
479
|
|
|
$
|
—
|
|
|
Accounts payable
|
378
|
|
|
371
|
|
||
Accrued sales and use taxes
|
223
|
|
|
208
|
|
||
Accrued payroll and related
|
195
|
|
|
200
|
|
||
Accrued advertising and marketing
|
191
|
|
|
192
|
|
||
Public liability and property damage insurance liabilities – current
|
178
|
|
|
149
|
|
||
Deferred lease revenues – current
|
125
|
|
|
140
|
|
||
Other
|
437
|
|
|
433
|
|
||
Accounts payable and other current liabilities
|
$
|
2,206
|
|
|
$
|
1,693
|
|
|
Maturity
Date |
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||||
5½% Senior Notes
|
April 2023
|
|
200
|
|
|
675
|
|
||
6⅜% Senior Notes
|
April 2024
|
|
350
|
|
|
350
|
|
||
4⅛% euro-denominated Senior Notes
|
November 2024
|
|
336
|
|
|
344
|
|
||
Floating Rate Term Loan (a)
|
February 2025
|
|
1,112
|
|
|
1,123
|
|
||
5¼% Senior Notes
|
March 2025
|
|
375
|
|
|
375
|
|
||
4½% euro-denominated Senior Notes
|
May 2025
|
|
280
|
|
|
287
|
|
||
4¾% euro-denominated Senior Notes
|
January 2026
|
|
393
|
|
|
401
|
|
||
5¾% Senior Notes
|
July 2027
|
|
400
|
|
|
—
|
|
||
Other (b)
|
|
|
28
|
|
|
41
|
|
||
Deferred financing fees
|
|
|
(39
|
)
|
|
(45
|
)
|
||
Total
|
|
|
3,435
|
|
|
3,551
|
|
||
Less: Short-term debt and current portion of long-term debt
|
|
|
19
|
|
|
23
|
|
||
Long-term debt
|
|
|
$
|
3,416
|
|
|
$
|
3,528
|
|
(a)
|
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.
|
(b)
|
Primarily includes finance leases which are secured by liens on the related assets.
|
Year
|
Amount
|
||
2020
|
$
|
19
|
|
2021
|
17
|
|
|
2022
|
16
|
|
|
2023
|
216
|
|
|
2024
|
701
|
|
|
Thereafter
|
2,505
|
|
|
|
$
|
3,474
|
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Letters of Credit Issued
|
|
Available Capacity
|
||||||||
Senior revolving credit facility maturing 2023 (a)
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
1,081
|
|
|
$
|
719
|
|
(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.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Americas – Debt due to Avis Budget Rental Car Funding (a)
|
$
|
7,975
|
|
|
$
|
7,393
|
|
Americas – Debt borrowings (a)
|
827
|
|
|
635
|
|
||
International – Debt borrowings (a)
|
2,100
|
|
|
2,060
|
|
||
International – Finance leases
|
215
|
|
|
191
|
|
||
Other
|
—
|
|
|
2
|
|
||
Deferred financing fees (b)
|
(49
|
)
|
|
(49
|
)
|
||
Total
|
$
|
11,068
|
|
|
$
|
10,232
|
|
(a)
|
The increase reflects additional borrowings principally to fund increases in the Company's car rental fleet.
|
(b)
|
Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of December 31, 2019 and 2018 were $40 million and $35 million, respectively.
|
|
Debt under Vehicle Programs (a)
|
||
2020
|
$
|
1,753
|
|
2021 (b)
|
3,225
|
|
|
2022 (c)
|
3,032
|
|
|
2023
|
1,097
|
|
|
2024
|
1,471
|
|
|
Thereafter
|
539
|
|
|
|
$
|
11,117
|
|
(a)
|
Vehicle-backed debt primarily represents asset-backed securities.
|
(b)
|
Includes $1.9 billion of bank and bank-sponsored facilities.
|
(b)
|
Includes $1.7 billion of bank and bank-sponsored facilities.
|
|
Total Capacity (a)
|
|
Outstanding
Borrowings (b) |
|
Available Capacity
|
||||||
Americas – Debt due to Avis Budget Rental Car Funding
|
$
|
9,761
|
|
|
$
|
7,975
|
|
|
$
|
1,786
|
|
Americas – Debt borrowings
|
1,009
|
|
|
827
|
|
|
182
|
|
|||
International – Debt borrowings
|
3,003
|
|
|
2,100
|
|
|
903
|
|
|||
International – Finance leases
|
237
|
|
|
215
|
|
|
22
|
|
|||
Total
|
$
|
14,010
|
|
|
$
|
11,117
|
|
|
$
|
2,893
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by vehicles and related assets of $9.3 billion for Americas - Debt due to Avis Budget Rental Car Funding; $1.0 billion for Americas - Debt borrowings; $2.6 billion for International - Debt borrowings; and $0.2 billion for International - Finance leases.
|
|
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, 2017
|
$
|
(39
|
)
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
(118
|
)
|
|
$
|
(154
|
)
|
Other comprehensive income (loss) before reclassifications
|
110
|
|
|
1
|
|
|
1
|
|
|
11
|
|
|
123
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
2
|
|
|
—
|
|
|
5
|
|
|
7
|
|
|||||
Net current-period other comprehensive income (loss)
|
110
|
|
|
3
|
|
|
1
|
|
|
16
|
|
|
130
|
|
|||||
Balance, December 31, 2017
|
71
|
|
|
5
|
|
|
2
|
|
|
(102
|
)
|
|
(24
|
)
|
|||||
Cumulative effect of accounting change
|
7
|
|
|
1
|
|
|
(2
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|||||
Balance, January 1, 2018
|
78
|
|
|
6
|
|
|
—
|
|
|
(114
|
)
|
|
(30
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(81
|
)
|
|
(2
|
)
|
|
—
|
|
|
(23
|
)
|
|
(106
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
5
|
|
|
3
|
|
|||||
Net current-period other comprehensive income (loss)
|
(81
|
)
|
|
(4
|
)
|
|
—
|
|
|
(18
|
)
|
|
(103
|
)
|
|||||
Balance, December 31, 2018
|
(3
|
)
|
|
2
|
|
|
—
|
|
|
(132
|
)
|
|
(133
|
)
|
|||||
Cumulative effect of accounting change (c)
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Balance, January 1, 2019
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
(132
|
)
|
|
(132
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
12
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
(28
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
6
|
|
|
3
|
|
|||||
Net current-period other comprehensive income (loss)
|
12
|
|
|
(23
|
)
|
|
—
|
|
|
(14
|
)
|
|
(25
|
)
|
|||||
Balance, December 31, 2019
|
$
|
9
|
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
|
$
|
(146
|
)
|
|
$
|
(157
|
)
|
(a)
|
For the years ended December 31, 2019, 2018 and 2017, the amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were $4 million ($3 million, net of tax), $3 million ($2 million, net of tax) and $4 million ($2 million, net of tax), respectively.
|
(b)
|
For the years ended December 31, 2019, 2018 and 2017, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were $8 million ($6 million, net of tax), $7 million ($5 million, net of tax) and $8 million ($5 million, net of tax), respectively.
|
(c)
|
See Note 2-Summary of Significant Accounting Policies for the impact of adoption of ASU 2017-12.
|
|
|
|
Number of Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Time-based RSUs
|
|
|
|
|
|
|
|
|||||||
|
Outstanding at January 1, 2019
|
838
|
|
|
$
|
38.67
|
|
|
|
|
|
|||
|
|
Granted (a)
|
608
|
|
|
34.14
|
|
|
|
|
|
|||
|
|
Vested (b)
|
(502
|
)
|
|
36.00
|
|
|
|
|
|
|||
|
|
Forfeited
|
(97
|
)
|
|
38.73
|
|
|
|
|
|
|||
|
Outstanding and expected to vest at December 31, 2019 (c)
|
847
|
|
|
$
|
36.99
|
|
|
1.0
|
|
$
|
27
|
|
|
Performance-based and market-based RSUs
|
|
|
|
|
|
|
|
|||||||
|
Outstanding at January 1, 2019
|
1,169
|
|
|
$
|
35.14
|
|
|
|
|
|
|||
|
|
Granted (a)
|
570
|
|
|
34.56
|
|
|
|
|
|
|||
|
|
Vested (b)
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
|
Forfeited
|
(678
|
)
|
|
28.79
|
|
|
|
|
|
|||
|
Outstanding at December 31, 2019
|
1,061
|
|
|
$
|
38.89
|
|
|
1.1
|
|
$
|
34
|
|
|
|
Outstanding and expected to vest at December 31, 2019 (c)
|
412
|
|
|
$
|
40.61
|
|
|
1.5
|
|
$
|
13
|
|
(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 RSUs granted in 2018 was $48.41 and $48.52, respectively, and the weighted-average fair value of time-based RSUs and performance-based and market-based RSUs granted in 2017 was $35.32 and $35.21, respectively.
|
(b)
|
The total fair value of RSUs vested during 2019, 2018 and 2017 was $18 million, $20 million and $23 million, respectively.
|
(c)
|
Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to $25 million and will be recognized over a weighted average vesting period of 1.2 years.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost (a)
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Interest cost (b)
|
21
|
|
|
19
|
|
|
19
|
|
|||
Expected return on plan assets (b)
|
(30
|
)
|
|
(33
|
)
|
|
(30
|
)
|
|||
Amortization of unrecognized amounts (b)
|
7
|
|
|
7
|
|
|
8
|
|
|||
Net periodic (benefit) cost
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
(a)
|
For the year ended December 31, 2019, $4 million and $1 million were included in operating expenses and selling, general and administrative expenses, respectively. For the year ended December 31, 2018, $4 million and $2 million were included in operating expenses and selling, general and administrative expenses, respectively.
|
(b)
|
Included in selling, general and administrative expenses.
|
|
As of December 31,
|
||||||
Change in Benefit Obligation
|
2019
|
|
2018
|
||||
Benefit obligation at end of prior year
|
$
|
722
|
|
|
$
|
779
|
|
Service cost
|
5
|
|
|
6
|
|
||
Interest cost
|
21
|
|
|
19
|
|
||
Actuarial (gain) loss
|
87
|
|
|
(32
|
)
|
||
Currency translation adjustment
|
13
|
|
|
(24
|
)
|
||
Net benefits paid
|
(27
|
)
|
|
(26
|
)
|
||
Benefit obligation at end of current year
|
$
|
821
|
|
|
$
|
722
|
|
|
|
|
|
||||
Change in Plan Assets
|
|
|
|
||||
Fair value of assets at end of prior year
|
$
|
549
|
|
|
$
|
614
|
|
Actual return on plan assets
|
91
|
|
|
(29
|
)
|
||
Employer contributions
|
21
|
|
|
11
|
|
||
Currency translation adjustment
|
14
|
|
|
(21
|
)
|
||
Net benefits paid
|
(26
|
)
|
|
(26
|
)
|
||
Fair value of assets at end of current year
|
$
|
649
|
|
|
$
|
549
|
|
|
As of December 31,
|
||||||
Funded Status
|
2019
|
|
2018
|
||||
Classification of net balance sheet assets (liabilities):
|
|
|
|
||||
Non-current assets
|
$
|
20
|
|
|
$
|
18
|
|
Current liabilities
|
(4
|
)
|
|
(4
|
)
|
||
Non-current liabilities
|
(188
|
)
|
|
(187
|
)
|
||
Net funded status
|
$
|
(172
|
)
|
|
$
|
(173
|
)
|
|
|
For the Year Ended December 31,
|
|||||||
U.S. Pension Benefit Plans
|
2019
|
|
2018
|
|
2017
|
||||
Discount rate:
|
|
|
|
|
|
||||
|
Net periodic benefit cost
|
4.15
|
%
|
|
3.50
|
%
|
|
3.90
|
%
|
|
Benefit obligation
|
3.10
|
%
|
|
4.15
|
%
|
|
3.50
|
%
|
Long-term rate of return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
|
|
|
|
|
|
|
|||
Non-U.S. Pension Benefit Plans
|
|
|
|
|
|
||||
Discount rate:
|
|
|
|
|
|
||||
|
Net periodic benefit cost
|
2.75
|
%
|
|
2.55
|
%
|
|
2.45
|
%
|
|
Benefit obligation
|
1.95
|
%
|
|
2.75
|
%
|
|
2.55
|
%
|
Long-term rate of return on plan assets
|
4.50
|
%
|
|
4.50
|
%
|
|
4.70
|
%
|
|
2019
|
||||||||||
Asset Class
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents and short-term investments
|
$
|
16
|
|
|
$
|
54
|
|
|
$
|
70
|
|
U.S. equities
|
100
|
|
|
52
|
|
|
152
|
|
|||
Non-U.S. equities
|
59
|
|
|
99
|
|
|
158
|
|
|||
Government bonds
|
4
|
|
|
3
|
|
|
7
|
|
|||
Corporate bonds
|
96
|
|
|
20
|
|
|
116
|
|
|||
Other assets
|
2
|
|
|
144
|
|
|
146
|
|
|||
Total assets
|
$
|
277
|
|
|
$
|
372
|
|
|
$
|
649
|
|
|
2018
|
||||||||||
Asset Class
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents and short-term investments
|
$
|
10
|
|
|
$
|
25
|
|
|
$
|
35
|
|
U.S. equities
|
82
|
|
|
42
|
|
|
124
|
|
|||
Non-U.S. equities
|
49
|
|
|
80
|
|
|
129
|
|
|||
Real estate
|
—
|
|
|
17
|
|
|
17
|
|
|||
Government bonds
|
3
|
|
|
8
|
|
|
11
|
|
|||
Corporate bonds
|
89
|
|
|
31
|
|
|
120
|
|
|||
Other assets
|
2
|
|
|
111
|
|
|
113
|
|
|||
Total assets
|
$
|
235
|
|
|
$
|
314
|
|
|
$
|
549
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Foreign exchange contracts
|
$
|
1,518
|
|
|
$
|
1,235
|
|
Interest rate caps (a)
|
8,625
|
|
|
8,431
|
|
||
Interest rate swaps
|
1,500
|
|
|
1,500
|
|
(a)
|
Represents $5.9 billion of interest rate caps sold, partially offset by approximately $2.7 billion of interest rate caps purchased at December 31, 2019 and $5.7 billion of interest rate caps sold, partially offset by approximately $2.7 billion of interest rate caps purchased at December 31, 2018. These amounts exclude $3.2 billion and $3.0 billion of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary at December 31, 2019 and 2018, respectively.
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
|
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)
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
12
|
|
|
$
|
8
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate caps (b)
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
|
Foreign exchange contracts (c)
|
5
|
|
|
10
|
|
|
5
|
|
|
11
|
|
||||
|
Commodity contracts (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
Total
|
$
|
5
|
|
|
$
|
38
|
|
|
$
|
17
|
|
|
$
|
22
|
|
(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,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Financial instruments designated as hedging instruments (a)
|
|
|
|
|
|
|||||||
|
Interest rate swaps (b)
|
$
|
(23
|
)
|
|
$
|
(4
|
)
|
|
$
|
3
|
|
|
Euro-denominated notes (c)
|
17
|
|
|
24
|
|
|
(50
|
)
|
|||
Financial instruments not designated as hedging instruments (d)
|
|
|
|
|
|
|||||||
|
Foreign exchange contracts (e)
|
(7
|
)
|
|
31
|
|
|
(42
|
)
|
|||
|
Interest rate caps (f)
|
(1
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
|
Commodity contracts (g)
|
3
|
|
|
—
|
|
|
(1
|
)
|
|||
Total
|
$
|
(11
|
)
|
|
$
|
48
|
|
|
$
|
(91
|
)
|
(a)
|
Recognized, net of tax, as a component of accumulated other comprehensive income (loss) within stockholders’ equity.
|
(b)
|
Classified as a net unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss). Refer to Note 16-Stockholders’ Equity for amounts reclassified from accumulated other comprehensive income (loss) into earnings.
|
(c)
|
Classified as a net investment hedge within currency translation adjustment in accumulated other comprehensive income (loss).
|
(d)
|
Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.
|
(e)
|
For the year ended December 31, 2019, included an $11 million loss included in interest expense and a $4 million gain included in operating expenses. For the year ended December 31, 2018, included a $19 million gain included in interest expense and a $12 million gain included in operating expenses. For the year ended December 31, 2017, included a $23 million loss in interest expense and a $19 million loss included in operating expenses.
|
(f)
|
Primarily included in vehicle interest, net.
|
(g)
|
Included in operating expenses.
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Carrying Amount
|
|
Estimated Fair Value
|
||||||||
Corporate debt
|
|
|
|
|
|
|
|
|||||||||
|
Short-term debt and current portion of long-term debt
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
23
|
|
|
$
|
23
|
|
|
Long-term debt
|
3,416
|
|
|
3,572
|
|
|
3,528
|
|
|
3,462
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Debt under vehicle programs
|
|
|
|
|
|
|
|
|||||||||
|
Vehicle-backed debt due to Avis Budget Rental Car Funding
|
$
|
7,936
|
|
|
$
|
8,077
|
|
|
$
|
7,358
|
|
|
$
|
7,383
|
|
|
Vehicle-backed debt
|
3,129
|
|
|
3,142
|
|
|
2,871
|
|
|
2,881
|
|
||||
|
Interest rate swaps and interest rate caps (a)
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
(a)
|
Derivatives in liability position.
|
|
Americas
|
|
International
|
|
Corporate
and Other (a)
|
|
Total
|
||||||||
Revenues
|
$
|
6,352
|
|
|
$
|
2,820
|
|
|
$
|
—
|
|
|
$
|
9,172
|
|
Vehicle depreciation and lease charges, net
|
1,462
|
|
|
601
|
|
|
—
|
|
|
2,063
|
|
||||
Vehicle interest, net
|
284
|
|
|
60
|
|
|
—
|
|
|
344
|
|
||||
Adjusted EBITDA
|
652
|
|
|
203
|
|
|
(67
|
)
|
|
788
|
|
||||
Non-vehicle depreciation and amortization
|
161
|
|
|
94
|
|
|
8
|
|
|
263
|
|
||||
Assets exclusive of assets under vehicle programs
|
6,226
|
|
|
2,995
|
|
|
90
|
|
|
9,311
|
|
||||
Assets under vehicle programs
|
10,508
|
|
|
3,307
|
|
|
—
|
|
|
13,815
|
|
||||
Capital expenditures (excluding vehicles)
|
162
|
|
|
62
|
|
|
26
|
|
|
250
|
|
(a)
|
Primarily represents unallocated corporate expenses and receivables from our former subsidiaries.
|
|
Americas
|
|
International
|
|
Corporate
and Other (a)
|
|
Total
|
||||||||
Revenues
|
$
|
6,186
|
|
|
$
|
2,938
|
|
|
$
|
—
|
|
|
$
|
9,124
|
|
Vehicle depreciation and lease charges, net
|
1,568
|
|
|
611
|
|
|
—
|
|
|
2,179
|
|
||||
Vehicle interest, net
|
252
|
|
|
62
|
|
|
—
|
|
|
314
|
|
||||
Adjusted EBITDA
|
558
|
|
|
287
|
|
|
(64
|
)
|
|
781
|
|
||||
Non-vehicle depreciation and amortization
|
152
|
|
|
104
|
|
|
—
|
|
|
256
|
|
||||
Assets exclusive of assets under vehicle programs
|
3,782
|
|
|
2,495
|
|
|
93
|
|
|
6,370
|
|
||||
Assets under vehicle programs
|
9,670
|
|
|
3,109
|
|
|
—
|
|
|
12,779
|
|
||||
Capital expenditures (excluding vehicles)
|
134
|
|
|
76
|
|
|
21
|
|
|
231
|
|
(a)
|
Primarily represents unallocated corporate expenses and receivables from our former subsidiaries.
|
|
Americas
|
|
International
|
|
Corporate
and Other (a)
|
|
Total
|
||||||||
Revenues
|
$
|
6,100
|
|
|
$
|
2,748
|
|
|
$
|
—
|
|
|
$
|
8,848
|
|
Vehicle depreciation and lease charges, net
|
1,671
|
|
|
550
|
|
|
—
|
|
|
2,221
|
|
||||
Vehicle interest, net
|
226
|
|
|
60
|
|
|
—
|
|
|
286
|
|
||||
Adjusted EBITDA
|
486
|
|
|
305
|
|
|
(56
|
)
|
|
735
|
|
||||
Non-vehicle depreciation and amortization
|
168
|
|
|
91
|
|
|
—
|
|
|
259
|
|
||||
Assets exclusive of assets under vehicle programs
|
3,388
|
|
|
2,353
|
|
|
79
|
|
|
5,820
|
|
||||
Assets under vehicle programs
|
9,017
|
|
|
2,862
|
|
|
—
|
|
|
11,879
|
|
||||
Capital expenditures (excluding vehicles)
|
122
|
|
|
62
|
|
|
13
|
|
|
197
|
|
(a)
|
Primarily represents unallocated corporate expenses and receivables from our former subsidiaries.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Adjusted EBITDA
|
$
|
788
|
|
|
$
|
781
|
|
|
$
|
735
|
|
|
Less: Non-vehicle related depreciation and amortization (a)
|
263
|
|
|
256
|
|
|
259
|
|
||||
|
Interest expense related to corporate debt, net
|
178
|
|
|
188
|
|
|
188
|
|
|||
|
Early extinguishment of corporate debt
|
12
|
|
|
19
|
|
|
3
|
|
|||
|
Restructuring and other related charges
|
80
|
|
|
22
|
|
|
63
|
|
|||
|
Transaction-related costs, net
|
10
|
|
|
20
|
|
|
23
|
|
|||
|
Non-operational charges related to shareholder activist activity (b)
|
2
|
|
|
9
|
|
|
—
|
|
|||
|
Impairment
|
—
|
|
|
—
|
|
|
2
|
|
|||
|
Charges for legal matter, net (c)
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
|
Gain on sale of equity method investment in China (c)
|
(44
|
)
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
287
|
|
|
$
|
267
|
|
|
$
|
211
|
|
(a)
|
Includes amortization of intangible assets recognized in purchase accounting of $56 million in 2019, $61 million in 2018 and $58 million in 2017.
|
(b)
|
Reported within selling, general and administrative expenses in our Consolidated Statements of Operations.
|
(c)
|
Reported within operating expenses in our Consolidated Statements of Operations.
|
|
United States
|
|
All Other Countries
|
|
Total
|
||||||
2019
|
|
|
|
|
|
||||||
Revenues
|
$
|
5,867
|
|
|
$
|
3,305
|
|
|
$
|
9,172
|
|
Assets exclusive of assets under vehicle programs
|
5,830
|
|
|
3,481
|
|
|
9,311
|
|
|||
Assets under vehicle programs
|
9,824
|
|
|
3,991
|
|
|
13,815
|
|
|||
Net long-lived assets
|
1,536
|
|
|
1,155
|
|
|
2,691
|
|
|||
|
|
|
|
|
|
||||||
2018
|
|
|
|
|
|
||||||
Revenues
|
$
|
5,708
|
|
|
$
|
3,416
|
|
|
$
|
9,124
|
|
Assets exclusive of assets under vehicle programs
|
3,494
|
|
|
2,876
|
|
|
6,370
|
|
|||
Assets under vehicle programs
|
9,021
|
|
|
3,758
|
|
|
12,779
|
|
|||
Net long-lived assets
|
1,476
|
|
|
1,177
|
|
|
2,653
|
|
|||
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
||||||
Revenues
|
$
|
5,629
|
|
|
$
|
3,219
|
|
|
$
|
8,848
|
|
Assets exclusive of assets under vehicle programs
|
3,069
|
|
|
2,751
|
|
|
5,820
|
|
|||
Assets under vehicle programs
|
8,192
|
|
|
3,687
|
|
|
11,879
|
|
|||
Net long-lived assets
|
1,451
|
|
|
1,176
|
|
|
2,627
|
|
|
As of December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Non-Guarantor
|
Total
|
|
Non-Guarantor
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
673
|
|
$
|
686
|
|
|
$
|
601
|
|
$
|
615
|
|
Program cash
|
211
|
|
211
|
|
|
115
|
|
115
|
|
||||
Restricted cash (a)
|
3
|
|
3
|
|
|
5
|
|
5
|
|
||||
Total cash and cash equivalents, program and restricted cash
|
$
|
887
|
|
$
|
900
|
|
|
$
|
721
|
|
$
|
735
|
|
(a)
|
Included within other current assets.
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,613
|
|
|
$
|
5,923
|
|
|
$
|
(2,364
|
)
|
|
$
|
9,172
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
2
|
|
|
—
|
|
|
2,788
|
|
|
1,908
|
|
|
—
|
|
|
4,698
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
2,188
|
|
|
1,969
|
|
|
(2,094
|
)
|
|
2,063
|
|
|||||||
|
Selling, general and administrative
|
50
|
|
|
17
|
|
|
700
|
|
|
470
|
|
|
—
|
|
|
1,237
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
3
|
|
|
269
|
|
|
342
|
|
|
(270
|
)
|
|
344
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
10
|
|
|
153
|
|
|
100
|
|
|
—
|
|
|
263
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
—
|
|
|
131
|
|
|
2
|
|
|
45
|
|
|
—
|
|
|
178
|
|
||||||
|
|
Intercompany interest expense (income)
|
(12
|
)
|
|
10
|
|
|
59
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
|
Restructuring and other related charges
|
18
|
|
|
—
|
|
|
38
|
|
|
24
|
|
|
—
|
|
|
80
|
|
|||||||
|
Transaction-related costs, net
|
—
|
|
|
4
|
|
|
(6
|
)
|
|
12
|
|
|
—
|
|
|
10
|
|
|||||||
Total expenses
|
58
|
|
|
187
|
|
|
6,191
|
|
|
4,813
|
|
|
(2,364
|
)
|
|
8,885
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(58
|
)
|
|
(187
|
)
|
|
(578
|
)
|
|
1,110
|
|
|
—
|
|
|
287
|
|
||||||||
Provision for (benefit from) income taxes
|
(12
|
)
|
|
(220
|
)
|
|
(24
|
)
|
|
241
|
|
|
—
|
|
|
(15
|
)
|
||||||||
Equity in earnings of subsidiaries
|
348
|
|
|
315
|
|
|
869
|
|
|
—
|
|
|
(1,532
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
302
|
|
|
$
|
348
|
|
|
$
|
315
|
|
|
$
|
869
|
|
|
$
|
(1,532
|
)
|
|
$
|
302
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
277
|
|
|
$
|
323
|
|
|
$
|
312
|
|
|
$
|
860
|
|
|
$
|
(1,495
|
)
|
|
$
|
277
|
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,431
|
|
|
$
|
6,006
|
|
|
$
|
(2,313
|
)
|
|
$
|
9,124
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
4
|
|
|
7
|
|
|
2,668
|
|
|
1,960
|
|
|
—
|
|
|
4,639
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
2,162
|
|
|
2,102
|
|
|
(2,085
|
)
|
|
2,179
|
|
|||||||
|
Selling, general and administrative
|
48
|
|
|
11
|
|
|
662
|
|
|
499
|
|
|
—
|
|
|
1,220
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
229
|
|
|
313
|
|
|
(228
|
)
|
|
314
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
1
|
|
|
145
|
|
|
110
|
|
|
—
|
|
|
256
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
—
|
|
|
153
|
|
|
3
|
|
|
32
|
|
|
—
|
|
|
188
|
|
||||||
|
|
Intercompany interest expense (income)
|
(12
|
)
|
|
(11
|
)
|
|
26
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
|
Restructuring and other related charges
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
22
|
|
|||||||
|
Transaction-related costs, net
|
—
|
|
|
1
|
|
|
4
|
|
|
15
|
|
|
—
|
|
|
20
|
|
|||||||
Total expenses
|
40
|
|
|
181
|
|
|
5,910
|
|
|
5,039
|
|
|
(2,313
|
)
|
|
8,857
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(40
|
)
|
|
(181
|
)
|
|
(479
|
)
|
|
967
|
|
|
—
|
|
|
267
|
|
||||||||
Provision for (benefit from) income taxes
|
(10
|
)
|
|
(48
|
)
|
|
93
|
|
|
67
|
|
|
—
|
|
|
102
|
|
||||||||
Equity in earnings of subsidiaries
|
195
|
|
|
328
|
|
|
900
|
|
|
—
|
|
|
(1,423
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
165
|
|
|
$
|
195
|
|
|
$
|
328
|
|
|
$
|
900
|
|
|
$
|
(1,423
|
)
|
|
$
|
165
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
62
|
|
|
$
|
92
|
|
|
$
|
228
|
|
|
$
|
806
|
|
|
$
|
(1,126
|
)
|
|
$
|
62
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,312
|
|
|
$
|
5,931
|
|
|
$
|
(2,395
|
)
|
|
$
|
8,848
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
3
|
|
|
20
|
|
|
2,598
|
|
|
1,851
|
|
|
—
|
|
|
4,472
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
2,226
|
|
|
2,183
|
|
|
(2,188
|
)
|
|
2,221
|
|
|||||||
|
Selling, general and administrative
|
39
|
|
|
8
|
|
|
619
|
|
|
454
|
|
|
—
|
|
|
1,120
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
199
|
|
|
294
|
|
|
(207
|
)
|
|
286
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
1
|
|
|
160
|
|
|
98
|
|
|
—
|
|
|
259
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
—
|
|
|
157
|
|
|
1
|
|
|
30
|
|
|
—
|
|
|
188
|
|
||||||
|
|
Intercompany interest expense (income)
|
(12
|
)
|
|
95
|
|
|
23
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
—
|
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
||||||
|
Restructuring and other related charges
|
—
|
|
|
7
|
|
|
44
|
|
|
12
|
|
|
—
|
|
|
63
|
|
|||||||
|
Transaction-related costs, net
|
—
|
|
|
1
|
|
|
3
|
|
|
19
|
|
|
—
|
|
|
23
|
|
|||||||
|
Impairment
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Total expenses
|
30
|
|
|
293
|
|
|
5,875
|
|
|
4,834
|
|
|
(2,395
|
)
|
|
8,637
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(30
|
)
|
|
(293
|
)
|
|
(563
|
)
|
|
1,097
|
|
|
—
|
|
|
211
|
|
||||||||
Provision for (benefit from) income taxes
|
(5
|
)
|
|
267
|
|
|
(527
|
)
|
|
115
|
|
|
—
|
|
|
(150
|
)
|
||||||||
Equity in earnings of subsidiaries
|
386
|
|
|
946
|
|
|
982
|
|
|
—
|
|
|
(2,314
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
361
|
|
|
$
|
386
|
|
|
$
|
946
|
|
|
$
|
982
|
|
|
$
|
(2,314
|
)
|
|
$
|
361
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
491
|
|
|
$
|
515
|
|
|
$
|
1,073
|
|
|
$
|
1,103
|
|
|
$
|
(2,691
|
)
|
|
$
|
491
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
673
|
|
|
$
|
—
|
|
|
$
|
686
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
262
|
|
|
649
|
|
|
—
|
|
|
911
|
|
||||||
|
Other current assets
|
—
|
|
|
115
|
|
|
95
|
|
|
338
|
|
|
—
|
|
|
548
|
|
||||||
Total current assets
|
1
|
|
|
127
|
|
|
357
|
|
|
1,660
|
|
|
—
|
|
|
2,145
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
234
|
|
|
338
|
|
|
220
|
|
|
—
|
|
|
792
|
|
|||||||
Operating lease right-of-use assets
|
—
|
|
|
778
|
|
|
1,174
|
|
|
644
|
|
|
—
|
|
|
2,596
|
|
|||||||
Deferred income taxes
|
13
|
|
|
1,238
|
|
|
222
|
|
|
189
|
|
|
—
|
|
|
1,662
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
471
|
|
|
630
|
|
|
—
|
|
|
1,101
|
|
|||||||
Other intangibles, net
|
—
|
|
|
24
|
|
|
481
|
|
|
293
|
|
|
—
|
|
|
798
|
|
|||||||
Other non-current assets
|
47
|
|
|
32
|
|
|
15
|
|
|
123
|
|
|
—
|
|
|
217
|
|
|||||||
Intercompany receivables
|
172
|
|
|
427
|
|
|
2,715
|
|
|
1,028
|
|
|
(4,342
|
)
|
|
—
|
|
|||||||
Investment in subsidiaries
|
483
|
|
|
5,070
|
|
|
3,778
|
|
|
—
|
|
|
(9,331
|
)
|
|
—
|
|
|||||||
Total assets exclusive of assets under vehicle programs
|
716
|
|
|
7,930
|
|
|
9,551
|
|
|
4,787
|
|
|
(13,673
|
)
|
|
9,311
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||||
|
Vehicles, net
|
—
|
|
|
191
|
|
|
54
|
|
|
11,932
|
|
|
—
|
|
|
12,177
|
|
||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
4
|
|
|
99
|
|
|
675
|
|
|
—
|
|
|
778
|
|
||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
649
|
|
|
—
|
|
|
649
|
|
||||||
|
|
—
|
|
|
195
|
|
|
153
|
|
|
13,467
|
|
|
—
|
|
|
13,815
|
|
||||||
Total assets
|
$
|
716
|
|
|
$
|
8,125
|
|
|
$
|
9,704
|
|
|
$
|
18,254
|
|
|
$
|
(13,673
|
)
|
|
$
|
23,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Accounts payable and other current liabilities
|
$
|
20
|
|
|
$
|
338
|
|
|
$
|
867
|
|
|
$
|
981
|
|
|
$
|
—
|
|
|
$
|
2,206
|
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
17
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Total current liabilities
|
20
|
|
|
355
|
|
|
869
|
|
|
981
|
|
|
—
|
|
|
2,225
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,417
|
|
|
1
|
|
|
998
|
|
|
—
|
|
|
3,416
|
|
|||||||
Long-term operating lease liabilities
|
—
|
|
|
698
|
|
|
971
|
|
|
471
|
|
|
—
|
|
|
2,140
|
|
|||||||
Other non-current liabilities
|
40
|
|
|
99
|
|
|
215
|
|
|
403
|
|
|
—
|
|
|
757
|
|
|||||||
Intercompany payables
|
—
|
|
|
3,913
|
|
|
427
|
|
|
2
|
|
|
(4,342
|
)
|
|
—
|
|
|||||||
Total liabilities exclusive of liabilities under vehicle programs
|
60
|
|
|
7,482
|
|
|
2,483
|
|
|
2,855
|
|
|
(4,342
|
)
|
|
8,538
|
|
|||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Debt
|
—
|
|
|
160
|
|
|
38
|
|
|
2,934
|
|
|
—
|
|
|
3,132
|
|
||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
7,936
|
|
|
—
|
|
|
7,936
|
|
||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,014
|
|
|
175
|
|
|
—
|
|
|
2,189
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
99
|
|
|
576
|
|
|
—
|
|
|
675
|
|
||||||
|
|
—
|
|
|
160
|
|
|
2,151
|
|
|
11,621
|
|
|
—
|
|
|
13,932
|
|
||||||
Total stockholders’ equity
|
656
|
|
|
483
|
|
|
5,070
|
|
|
3,778
|
|
|
(9,331
|
)
|
|
656
|
|
|||||||
Total liabilities and stockholders’ equity
|
$
|
716
|
|
|
$
|
8,125
|
|
|
$
|
9,704
|
|
|
$
|
18,254
|
|
|
$
|
(13,673
|
)
|
|
$
|
23,126
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
601
|
|
|
$
|
—
|
|
|
$
|
615
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
239
|
|
|
716
|
|
|
—
|
|
|
955
|
|
||||||
|
Other current assets
|
5
|
|
|
112
|
|
|
116
|
|
|
371
|
|
|
—
|
|
|
604
|
|
||||||
Total current assets
|
6
|
|
|
124
|
|
|
356
|
|
|
1,688
|
|
|
—
|
|
|
2,174
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
199
|
|
|
319
|
|
|
218
|
|
|
—
|
|
|
736
|
|
|||||||
Deferred income taxes
|
13
|
|
|
1,015
|
|
|
207
|
|
|
66
|
|
|
—
|
|
|
1,301
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
471
|
|
|
621
|
|
|
—
|
|
|
1,092
|
|
|||||||
Other intangibles, net
|
—
|
|
|
26
|
|
|
475
|
|
|
324
|
|
|
—
|
|
|
825
|
|
|||||||
Other non-current assets
|
47
|
|
|
39
|
|
|
16
|
|
|
140
|
|
|
—
|
|
|
242
|
|
|||||||
Intercompany receivables
|
159
|
|
|
404
|
|
|
2,104
|
|
|
1,262
|
|
|
(3,929
|
)
|
|
—
|
|
|||||||
Investment in subsidiaries
|
246
|
|
|
4,786
|
|
|
3,852
|
|
|
—
|
|
|
(8,884
|
)
|
|
—
|
|
|||||||
Total assets exclusive of assets under vehicle programs
|
471
|
|
|
6,593
|
|
|
7,800
|
|
|
4,319
|
|
|
(12,813
|
)
|
|
6,370
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
115
|
|
||||||
|
Vehicles, net
|
—
|
|
|
55
|
|
|
54
|
|
|
11,365
|
|
|
—
|
|
|
11,474
|
|
||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
2
|
|
|
—
|
|
|
629
|
|
|
—
|
|
|
631
|
|
||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
559
|
|
|
—
|
|
|
559
|
|
||||||
|
|
—
|
|
|
57
|
|
|
54
|
|
|
12,668
|
|
|
—
|
|
|
12,779
|
|
||||||
Total assets
|
$
|
471
|
|
|
$
|
6,650
|
|
|
$
|
7,854
|
|
|
$
|
16,987
|
|
|
$
|
(12,813
|
)
|
|
$
|
19,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Accounts payable and other current liabilities
|
$
|
16
|
|
|
$
|
246
|
|
|
$
|
582
|
|
|
$
|
849
|
|
|
$
|
—
|
|
|
$
|
1,693
|
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
18
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
23
|
|
||||||
Total current liabilities
|
16
|
|
|
264
|
|
|
585
|
|
|
851
|
|
|
—
|
|
|
1,716
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,501
|
|
|
3
|
|
|
1,024
|
|
|
—
|
|
|
3,528
|
|
|||||||
Other non-current liabilities
|
41
|
|
|
87
|
|
|
257
|
|
|
382
|
|
|
—
|
|
|
767
|
|
|||||||
Intercompany payables
|
—
|
|
|
3,524
|
|
|
404
|
|
|
1
|
|
|
(3,929
|
)
|
|
—
|
|
|||||||
Total liabilities exclusive of liabilities under vehicle programs
|
57
|
|
|
6,376
|
|
|
1,249
|
|
|
2,258
|
|
|
(3,929
|
)
|
|
6,011
|
|
|||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Debt
|
—
|
|
|
28
|
|
|
49
|
|
|
2,797
|
|
|
—
|
|
|
2,874
|
|
||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
7,358
|
|
|
—
|
|
|
7,358
|
|
||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,770
|
|
|
191
|
|
|
—
|
|
|
1,961
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
531
|
|
|
—
|
|
|
531
|
|
||||||
|
|
—
|
|
|
28
|
|
|
1,819
|
|
|
10,877
|
|
|
—
|
|
|
12,724
|
|
||||||
Total stockholders’ equity
|
414
|
|
|
246
|
|
|
4,786
|
|
|
3,852
|
|
|
(8,884
|
)
|
|
414
|
|
|||||||
Total liabilities and stockholders’ equity
|
$
|
471
|
|
|
$
|
6,650
|
|
|
$
|
7,854
|
|
|
$
|
16,987
|
|
|
$
|
(12,813
|
)
|
|
$
|
19,149
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
67
|
|
|
$
|
293
|
|
|
$
|
246
|
|
|
$
|
2,394
|
|
|
$
|
(414
|
)
|
|
$
|
2,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(79
|
)
|
|
(100
|
)
|
|
(71
|
)
|
|
—
|
|
|
(250
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
11
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
(1
|
)
|
|
(24
|
)
|
|
(52
|
)
|
|
—
|
|
|
(77
|
)
|
||||||
Other, net
|
—
|
|
|
(75
|
)
|
|
12
|
|
|
69
|
|
|
75
|
|
|
81
|
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
—
|
|
|
(154
|
)
|
|
(112
|
)
|
|
(44
|
)
|
|
75
|
|
|
(235
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in vehicles
|
—
|
|
|
(118
|
)
|
|
(22
|
)
|
|
(12,747
|
)
|
|
—
|
|
|
(12,887
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
48
|
|
|
—
|
|
|
10,412
|
|
|
—
|
|
|
10,460
|
|
||||||
Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC — related party
|
—
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
(251
|
)
|
||||||
Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC — related party
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
||||||
|
—
|
|
|
(70
|
)
|
|
(22
|
)
|
|
(2,425
|
)
|
|
—
|
|
|
(2,517
|
)
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(224
|
)
|
|
(134
|
)
|
|
(2,469
|
)
|
|
75
|
|
|
(2,752
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
400
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
402
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(502
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
(509
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Repurchases of common stock
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
||||||
Other, net
|
—
|
|
|
(61
|
)
|
|
(98
|
)
|
|
(180
|
)
|
|
339
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(67
|
)
|
|
(170
|
)
|
|
(101
|
)
|
|
(183
|
)
|
|
339
|
|
|
(182
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
114
|
|
|
—
|
|
|
19,755
|
|
|
—
|
|
|
19,869
|
|
||||||
Payments on borrowings
|
—
|
|
|
(13
|
)
|
|
(12
|
)
|
|
(19,321
|
)
|
|
—
|
|
|
(19,346
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||||
|
—
|
|
|
101
|
|
|
(12
|
)
|
|
411
|
|
|
—
|
|
|
500
|
|
||||||
Net cash provided by (used in) financing activities
|
(67
|
)
|
|
(69
|
)
|
|
(113
|
)
|
|
228
|
|
|
339
|
|
|
318
|
|
||||||
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Net increase (decrease) in cash and cash equivalents, program and restricted cash
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
166
|
|
|
—
|
|
|
165
|
|
||||||
Cash and cash equivalents, program and restricted cash, beginning of period
|
1
|
|
|
12
|
|
|
1
|
|
|
721
|
|
|
—
|
|
|
735
|
|
||||||
Cash and cash equivalents, program and restricted cash, end of period
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
887
|
|
|
$
|
—
|
|
|
$
|
900
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
210
|
|
|
$
|
235
|
|
|
$
|
193
|
|
|
$
|
2,380
|
|
|
$
|
(409
|
)
|
|
$
|
2,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(64
|
)
|
|
(88
|
)
|
|
(79
|
)
|
|
—
|
|
|
(231
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
2
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
17
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
(3
|
)
|
|
(10
|
)
|
|
(78
|
)
|
|
—
|
|
|
(91
|
)
|
||||||
Intercompany loan receipts (advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
(404
|
)
|
|
404
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(44
|
)
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
—
|
|
|
(73
|
)
|
|
(94
|
)
|
|
(586
|
)
|
|
404
|
|
|
(349
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in vehicles
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(12,586
|
)
|
|
—
|
|
|
(12,589
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
42
|
|
|
—
|
|
|
9,606
|
|
|
—
|
|
|
9,648
|
|
||||||
Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC- related party
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
(188
|
)
|
||||||
Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC- related party
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
||||||
|
—
|
|
|
40
|
|
|
(1
|
)
|
|
(3,116
|
)
|
|
—
|
|
|
(3,077
|
)
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(33
|
)
|
|
(95
|
)
|
|
(3,702
|
)
|
|
404
|
|
|
(3,426
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
81
|
|
|
—
|
|
|
404
|
|
|
—
|
|
|
485
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(510
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
(515
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Repurchases of common stock
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
||||||
Intercompany loan borrowings (payments)
|
—
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
(404
|
)
|
|
—
|
|
||||||
Other, net
|
3
|
|
|
(167
|
)
|
|
(85
|
)
|
|
(157
|
)
|
|
409
|
|
|
3
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(213
|
)
|
|
(201
|
)
|
|
(88
|
)
|
|
235
|
|
|
5
|
|
|
(262
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
17,339
|
|
|
—
|
|
|
17,339
|
|
||||||
Payments on borrowings
|
—
|
|
|
(3
|
)
|
|
(9
|
)
|
|
(16,373
|
)
|
|
—
|
|
|
(16,385
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
|
—
|
|
|
(3
|
)
|
|
(9
|
)
|
|
941
|
|
|
—
|
|
|
929
|
|
||||||
Net cash provided by (used in) financing activities
|
(213
|
)
|
|
(204
|
)
|
|
(97
|
)
|
|
1,176
|
|
|
5
|
|
|
667
|
|
||||||
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents, program and restricted cash
|
(3
|
)
|
|
(2
|
)
|
|
1
|
|
|
(162
|
)
|
|
—
|
|
|
(166
|
)
|
||||||
Cash and cash equivalents, program and restricted cash, beginning of period
|
4
|
|
|
14
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
901
|
|
||||||
Cash and cash equivalents, program and restricted cash, end of period
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
721
|
|
|
$
|
—
|
|
|
$
|
735
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
110
|
|
|
$
|
(89
|
)
|
|
$
|
97
|
|
|
$
|
2,697
|
|
|
$
|
(167
|
)
|
|
$
|
2,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(49
|
)
|
|
(81
|
)
|
|
(67
|
)
|
|
—
|
|
|
(197
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
8
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|
—
|
|
|
(21
|
)
|
||||||
Intercompany loan receipts (advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
264
|
|
|
—
|
|
||||||
Other, net
|
100
|
|
|
110
|
|
|
110
|
|
|
5
|
|
|
(320
|
)
|
|
5
|
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
100
|
|
|
61
|
|
|
24
|
|
|
(334
|
)
|
|
(56
|
)
|
|
(205
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in vehicles
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(11,537
|
)
|
|
—
|
|
|
(11,538
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
46
|
|
|
—
|
|
|
9,554
|
|
|
—
|
|
|
9,600
|
|
||||||
Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC- related party
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
||||||
|
—
|
|
|
45
|
|
|
—
|
|
|
(2,044
|
)
|
|
—
|
|
|
(1,999
|
)
|
||||||
Net cash provided by (used in) investing activities
|
100
|
|
|
106
|
|
|
24
|
|
|
(2,378
|
)
|
|
(56
|
)
|
|
(2,204
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
325
|
|
|
—
|
|
|
264
|
|
|
—
|
|
|
589
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(406
|
)
|
|
(2
|
)
|
|
(194
|
)
|
|
—
|
|
|
(602
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Repurchases of common stock
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
||||||
Intercompany loan borrowings (payments)
|
—
|
|
|
264
|
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
—
|
|
||||||
Other, net
|
1
|
|
|
(192
|
)
|
|
(110
|
)
|
|
(185
|
)
|
|
487
|
|
|
1
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(209
|
)
|
|
(14
|
)
|
|
(112
|
)
|
|
(123
|
)
|
|
223
|
|
|
(235
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
17,212
|
|
|
—
|
|
|
17,212
|
|
||||||
Payments on borrowings
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|
(17,259
|
)
|
|
—
|
|
|
(17,269
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|
(63
|
)
|
|
—
|
|
|
(73
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(209
|
)
|
|
(15
|
)
|
|
(121
|
)
|
|
(186
|
)
|
|
223
|
|
|
(308
|
)
|
||||||
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||
Net increase (decrease) in cash and cash equivalents, program and restricted cash
|
1
|
|
|
2
|
|
|
—
|
|
|
178
|
|
|
—
|
|
|
181
|
|
||||||
Cash and cash equivalents, program and restricted cash, beginning of period
|
3
|
|
|
12
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
720
|
|
||||||
Cash and cash equivalents, program and restricted cash, end of period
|
$
|
4
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
883
|
|
|
$
|
—
|
|
|
$
|
901
|
|
|
|
|
2019
|
||||||||||||||
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
1,920
|
|
|
$
|
2,337
|
|
|
$
|
2,753
|
|
|
$
|
2,162
|
|
||
Net income (loss)
|
(91
|
)
|
|
62
|
|
|
189
|
|
|
142
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(1.20
|
)
|
|
$
|
0.81
|
|
|
$
|
2.52
|
|
|
$
|
1.92
|
|
|
|
Weighted average shares
|
75.8
|
|
|
76.0
|
|
|
75.2
|
|
|
73.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(1.20
|
)
|
|
$
|
0.81
|
|
|
$
|
2.50
|
|
|
$
|
1.90
|
|
|
|
Weighted average shares
|
75.8
|
|
|
76.4
|
|
|
75.7
|
|
|
74.4
|
|
|
|
|
2018
|
||||||||||||||
|
|
|
First
|
|
Second
|
|
Third (a)
|
|
Fourth
|
||||||||
Revenues
|
$
|
1,968
|
|
|
$
|
2,328
|
|
|
$
|
2,778
|
|
|
$
|
2,050
|
|
||
Net income (loss)
|
(87
|
)
|
|
26
|
|
|
213
|
|
|
13
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(1.08
|
)
|
|
$
|
0.33
|
|
|
$
|
2.71
|
|
|
$
|
0.16
|
|
|
|
Weighted average shares
|
81.0
|
|
|
80.7
|
|
|
78.8
|
|
|
76.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(1.08
|
)
|
|
$
|
0.32
|
|
|
$
|
2.68
|
|
|
$
|
0.16
|
|
|
|
Weighted average shares
|
81.0
|
|
|
81.5
|
|
|
79.5
|
|
|
77.6
|
|
(a)
|
Net income for the third quarter 2018 included additional tax expense of $30 million resulting from the completion of the accounting for the effects of the Tax Act for the one-time transition tax on the deemed repatriation of cumulative foreign subsidiary earnings.
|
Description
|
|
Balance at Beginning of Period
|
|
Expense (Benefit)
|
|
Other Adjustments(a)
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
|
$
|
39
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
$
|
52
|
|
2018
|
|
36
|
|
|
34
|
|
|
(2
|
)
|
|
(29
|
)
|
|
39
|
|
|||||
2017
|
|
38
|
|
|
29
|
|
|
3
|
|
|
(34
|
)
|
|
36
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
|
$
|
311
|
|
|
$
|
(95
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
214
|
|
2018
|
|
331
|
|
|
(3
|
)
|
|
(17
|
)
|
|
—
|
|
|
311
|
|
|||||
2017
|
|
357
|
|
|
—
|
|
|
13
|
|
|
(39
|
)
|
|
331
|
|
(a)
|
Other adjustments relate to currency translation adjustments.
|
EXHIBIT NO.
|
|
DESCRIPTION
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.1(a)
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
4.15
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.5(a)
|
|
|
10.6
|
|
|
10.7
|
|
|
10.7(a)
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.13(a)
|
|
|
10.13(b)
|
|
|
10.13(c)
|
|
|
10.14
|
|
|
10.15
|
|
|
10.15(a)
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.26(a)
|
|
|
10.27
|
|
|
10.27(a)
|
|
|
10.27(b)
|
|
|
10.27(c)
|
|
|
10.28
|
|
|
10.28(a)
|
|
|
10.28(b)
|
|
10.28(c)
|
|
|
10.29
|
|
|
10.29(a)
|
|
|
10.29(b)
|
|
|
10.29(c)
|
|
|
10.30
|
|
|
10.30(a)
|
|
|
10.30(b)
|
|
|
10.30(c)
|
|
|
10.31
|
|
|
10.31(a)
|
|
|
10.31(b)
|
|
|
10.31(c)
|
|
|
10.32
|
|
|
10.33
|
|
10.33(a)
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
10.49
|
|
|
10.50
|
|
|
10.50(a)
|
|
|
10.50(b)
|
|
|
10.51
|
|
|
10.52
|
|
|
10.53
|
|
|
10.54
|
|
|
10.55
|
|
|
21
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
•
|
any merger or consolidation of the Company or any majority-owned subsidiary with (a) any interested stockholder or (b) any other corporation (whether or not itself an interested stockholder) that is, or after such merger or consolidation would be, an affiliate of an interested stockholder;
|
•
|
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any interested stockholder of any assets of the Company or any majority-owned subsidiary having an aggregate fair market value of $10 million or more;
|
•
|
the issuance or transfer by the Company or any majority-owned subsidiary (in one transaction or series of transactions) of any securities of the Company or any majority-owned subsidiary to any interested stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $10 million or more;
|
•
|
the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of any interested stockholder or any affiliate of any interested stockholder; or
|
•
|
any reclassification of securities (including any reverse stock split) or recapitalization of the Company or any merger or consolidation of the Company with any of its majority-owned subsidiaries or any other transaction (whether or not with or into or otherwise involving an interested stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity security of the Company or any majority-owned subsidiary that is directly or indirectly owned by any interested stockholder or any affiliate of any interested stockholder.
|
•
|
the business combination is approved by a majority of the disinterested directors; or
|
•
|
certain minimum price criteria and procedural requirements are satisfied.
|
|
DATED: 22 FEBRUARY 2019
|
1. AVIS BUDGET SERVICES LIMITED
Avis Budget House Park Road Bracknell RG12 2EW the “Company”
and
Patrick Kenneth Rankin
the “Executive” |
SERVICE AGREEMENT
|
1
|
INTERPRETATION
|
1.1
|
In this Agreement the following words and expressions have the following meanings unless inconsistent with the context:
|
“Avis Budget Group”
|
means Avis Budget Group Inc., a Delaware corporation with offices currently located in Parsippany, New Jersey of which the Company is wholly owned indirect subsidiary;
|
“Basic Salary”
|
;
|
“Car Allowance”
|
;
|
“Commencement Date”
|
The effective date of your appointment to this SLT position is third June 2019;
You have continuous service with the Company from third June 2019;
|
“Companies Acts”
|
means the Companies Act 1985, the Companies Act 1989 and the Companies Act 2006;
|
“Competitive Business”
|
means any person, firm, company or other organisation which supplies or provides (or intends to supply or provide) goods or services in competition with the Restricted Business (including, but not limited to, the provision of vehicle rental, vehicle sales, vehicle leasing, vehicle sharing, ride hailing, fleet management and other mobility services) in the United Kingdom or anywhere else in the world where the Restricted Business operates, including Europe, the Middle East, Africa, Asia Pacific and/or Australasia, United States of America, Canada, Central or South America;
|
“Confidential Information”
|
means, in relation to the Company or any Group Company:
i. trade secrets;
ii. information relating to research activities, inventions, discoveries, secret processes, designs, know how, technical specifications and processes, formulae, intellectual property rights, computer software, product lines and any other technical information relating to the creation, production or supply of any past, present or future product or service;
iii. any inventions or improvements which the Executive may make or discover during the Employment;
iv. any information relating to the business or prospective business;
v. details of suppliers, their services and their terms of business;
vi. details of customers and their requirements, the prices charged to them and their terms of business;
vii. pitching material, marketing plans and sales forecasts of any past, present or future products or services;
viii. information relating to the business, corporate plans, management systems, accounts, finances and other financial information, results and forecasts (save to the extent that these are included in published audited accounts);
ix. proposals relating to the acquisition or disposal of a company or business or any part thereof;
x. proposals for expansion or contraction of activities, or any other proposals relating to the future;
xi. details of employees and officers and of the remuneration and other benefits paid to them;
xii. information given in confidence by clients, customers suppliers or any other person;
xiii. any other information which the Executive is notified is confidential; and
(b) any other information which the Company (or relevant Group Company) could reasonably be expected to regard as confidential, whether or not such information is reduced to a tangible form or marked in writing as “confidential”, including but not limited to, information which is commercially sensitive, which comes into the Executive’s possession by virtue of the Employment and which is not in the public domain and all information which has been or may be derived or obtained from any such information.
|
“Employee Handbook”
|
means the Company’s policies and procedures which are in force from time to time. The terms and conditions set out in this Agreement shall prevail in the event of any conflict between the provisions of the Employee Handbook and this Agreement;
|
“Employment”
|
means the Executive’s employment as President, International under this Agreement;
|
“Employment IPRs”
|
;
|
“ERA”
|
means the Employment Rights Act 1996;
|
“Group Company”
|
means any firm, company, corporation or other organisation which is a holding company from time to time of the Company or any subsidiary from time to time of the Company or any such holding company (for which purpose the expressions ‘holding company’ and ‘subsidiary’ shall have the meanings given to them by Section 1159 Companies Act 2006);
|
“Notice Period”
|
;
|
“Incentive Target”
|
;
|
“Intellectual Property Rights”
|
means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
|
“Invention”
|
;
|
“Named Competitors”
|
means Enterprise Holdings, Inc. and subsidiaries, Hertz Global Holdings, Inc. and subsidiaries, Europcar Mobility Group and subsidiaries, Sixt AG and subsidiaries, and other companies which operate in the “Restricted Business” as defined below;
|
“Plan”
|
has the meaning set out in clause 8.1;
|
“Pre-Contractual Statement”
|
means any undertaking, promise, assurance, statement, representation or warranty (whether in writing or not) of any person relating to the Employment which is not expressly set out in this Agreement or any documents referred to in it;
|
“Prospective Customer”
|
means any person, firm, company or other organisation (in each case such person, firm, company or other organisation being deemed a “material” or “key” customer by virtue of their potential annual spend or strategic importance) with whom the Company or any Group Company had submitted a tender, taken part in a pitch or made a presentation to, or with which it was otherwise negotiating for the supply of goods and services during the six months immediately preceding the Termination Date and with whom, during that period, the Executive had material dealings in the course of the Employment or for whom the Executive was responsible for developing the relationship on behalf of the Company or any Group Company;
|
“Recognised Investment Exchange”
|
has the meaning given to it in section 285 of the Financial Services and Markets Act 2000;
|
“Relevant Group Company”
|
;
|
“Restricted Business”
|
means the businesses of the Company and Group Companies (including without limitation, any businesses related to vehicle rental, vehicle sales, vehicle leasing, vehicle sharing, ride hailing, driven/chauffeur services, fleet management, transport-as-a-service or mobility-as-a-service) at the Termination Date with which the Executive was involved during the twelve months immediately preceding the Termination Date;
|
“Restricted Customer”
|
means any person, firm, company or other organisation (in each case such person, firm, company or other organisation being deemed a “material” or “key” customer by virtue of their annual spend or strategic importance) who, at any time during the twelve months immediately preceding the Termination Date was a customer of or in the habit of dealing with the Company or any Group Company and with whom, during that period, the Executive had material dealings in the course of the Employment or for whom the Executive was responsible on behalf of the Company or any Group Company;
|
“Restriction Date”
|
;
|
“Restricted Employee”
|
means any person who, at the Termination Date, was employed or engaged by the Company or any Group Company in a senior, executive, managerial, professional, technical, marketing, distribution or sales capacity and:
•
with whom the Executive had material contact in the course of that person’s employment, appointment or engagement in the twelve months immediately preceding the Termination Date; or
(b) for whose activities on behalf of the Company or relevant Group Company the Executive had direct or indirect responsibility in the twelve months immediately preceding the Termination Date;
|
“Restricted Supplier”
|
means any person, firm, company or other organisation who, in the twelve months immediately preceding the Termination Date supplied goods and/or services to the Company or any Group Company including but not limited to any individual who provided services to the Company or any Group Company by way of a consultancy agreement (but excluding utilities or goods and services supplied for administrative purposes) and with whom, during that period, the Executive dealt to a material extent;
|
“Schemes”
|
has the meaning set out in clause 9.1; and
|
“Termination Date”
|
the date of termination of the Employment (howsoever caused).
|
1.2
|
References to clauses, sub clauses and schedules are, unless otherwise stated, references to clauses and sub clauses of and schedules to this Agreement. The headings to the clauses are for convenience only and shall not affect the construction or interpretation of this Agreement. References to persons shall include bodies corporate, unincorporated associations and partnerships. Words and expressions defined in or for the purpose of the Companies Acts shall have the same meaning unless the context otherwise requires. Words importing the masculine gender only shall include the feminine gender (as appropriate) and vice versa.
|
1.3
|
Any reference to a statutory provision shall include that provision as from time to time modified or re-enacted provided that in the case of modifications or enactments made after the date of this Agreement the same shall not have effected a substantive change to that provision.
|
2
|
APPOINTMENT
|
3
|
COMMENCEMENT
|
4
|
SCOPE OF THE EMPLOYMENT
|
4.1
|
The Executive shall:
|
4.1.1
|
devote the whole of the Executive’s time, attention, ability and skills during working time to the Executive’s duties;
|
4.1.2
|
faithfully and diligently perform such duties and exercise such powers consistent with the Executive’s position as may from time to time be assigned to or vested in the Executive by the Company;
|
4.1.3
|
obey all reasonable and lawful directions of the Company;
|
4.1.4
|
comply with all of the Company’s Delegation of Financial Authorities policy and other policies and procedures from time to time in force;
|
4.1.5
|
exercise the Executive’s duties in compliance with all applicable law, including without limitation, health and safety, competition/anti-trust, anti-corruption/anti-bribery and Avis Budget Group’s Code of Conduct and use all reasonable endeavours to assist the Company in preventing breaches of such laws and policies;
|
4.1.6
|
at all times act in the best interests of the Company and use the Executive’s best endeavours to promote and protect the interests of the Company, any of its Group Companies and their employees; and
|
4.1.7
|
keep the Company at all times promptly and fully informed of the Executive’s conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Company may from time to time require.
|
4.2
|
When it is reasonable to do so and, subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that the Executive will not be assigned duties which the Executive cannot reasonably perform or which are inconsistent with the Executive’s position and status. In such circumstances, the Company may, having notified the Executive, also appoint any other person(s) temporarily (whether on their own or jointly with the Executive) to perform the Executive’s former duties.
|
4.3
|
During any period of notice of termination (whether given by the Company or the Executive), the Company shall have the right to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
|
4.4
|
The Executive shall not, without the prior consent of the Company:
|
4.4.1
|
on behalf of the Company, enter into any commitment, contract or arrangement otherwise than in the normal course of business and in accordance with Avis Budget Group’s policies or outside the scope of the Executive’s normal duties, or of an unusual, onerous or long term nature;
|
4.4.2
|
on behalf of the Company, incur any capital expenditure in excess of such sum as may be authorised from time to time in accordance with the Avis Budget Group’s Delegation of Financial Authorities;
|
4.5
|
The Executive shall if and so long as the Company requires and without further remuneration:
|
4.5.1
|
carry out the Executive duties on behalf of any Group Company; and
|
4.5.2
|
be appointed (subject to the Executive's prior agreement) as a director, officer or consultant of any Group Company.
|
4.6
|
The Executive confirms that the Executive has disclosed to the Company all circumstances in respect of which there is, or there might be a conflict or possible conflict of interest between the Company or any Group Company and the Executive agrees to disclose fully to the Company any such circumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company any activity by a third party or the Executive which might reasonably be expected to harm the Company or its business or to destabilise its workforce.
|
4.7
|
The Executive shall disclose to the Company any direct or indirect approach or solicitation by any competitor or potential competitor intended to encourage the Executive and/or any other employee of the Company to terminate their employment.
|
4.8
|
If the Executive becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company by any Group Company employees (including the Executive’s own wrongdoing or conduct) the Executive shall promptly report this to the Company.
|
5
|
DURATION
|
5.1
|
For the purpose of the ERA the Executive’s period of continuous employment shall begin on the third day of June, 2019. The Employment is not continuous with any previous employment with any other employer.
|
5.2
|
Subject to clause 19, the Employment shall continue until terminated by either party giving to the other notice, in writing, which notice shall at a minimum equal the Notice Period.
|
5.3
|
The Company reserves the right to terminate the Employment at any time (including where the Executive has given notice to the Company) by giving notice in writing that it is doing so and confirming that it has or will pay the Executive in lieu of the Executive’s period of notice or any remaining period of notice (whether given by the Company or by the Executive). The Executive shall have no entitlement to insist that the Company make such payment in lieu which shall be made entirely at the Company’s discretion. For the avoidance of doubt, any payment in lieu shall be in respect of Basic Salary (as defined at clause 7.1 of this Agreement) and Car Allowance only and shall not include the value of any benefit, bonus, incentive, commission, or holiday entitlement which would have accrued to the Executive had the Executive been employed until the expiry of the notice period.
|
5.4
|
If the Company elects to terminate the Employment by making a payment in lieu of notice, and it subsequently discovers misconduct by the Executive which would have entitled it to terminate the Employment summarily, without making such a payment, the Company shall be entitled to withhold any outstanding payment in lieu and the Executive shall have no rights to recover such sum as a debt owing.
|
5.5
|
The Company may elect to pay any sum under clause 5.3 to the Executive in equal monthly instalments. If the Company elects to exercise this discretion, the Executive agrees to continue to take all reasonable steps to obtain other employment and to keep the Company fully informed in respect of any earnings from such employment. The Company may reduce its monthly payments to the Executive by an equivalent amount of the Executive’s earnings in the corresponding period.
|
5.6
|
The Company does not have a formal retirement age for employees. However, employees may decide to stop working due to age when they wish and must refer to the Company’s HR department to agree their retirement plan.
|
5.7
|
The Executive represents and warrants that, in entering into and performing the duties under this Agreement:
|
5.7.1
|
the Executive is not subject to any restriction that might hinder or prevent the Executive from performing any of the duties in full;
|
5.7.2
|
the Executive will not be in breach of any other contract of employment or any other obligation to any third party; and
|
5.7.3
|
this Employment is and shall remain the Executive’s sole and exclusive employment.
|
5.8
|
The Executive further warrants that the Executive has no criminal convictions other than minor motoring offences and has never been disqualified from being a company director.
|
6
|
HOURS AND PLACE OF WORK
|
6.1
|
The Executive shall be required to work such hours as are necessary for the proper performance of the duties.
|
6.2
|
The Executive agrees that the Employment is such that the Executive may choose or determine the duration of working time and that the working time limits set out in Part II of the Working Time Regulations 1998 do not apply to the Employment.
|
6.3
|
The Executive’s principal place of work will be in the Company’s offices at Avis Budget House in Bracknell, Berkshire, or any such reasonable place in England as the Company shall from time to time direct. The Executive will be given reasonable notice of any change in the place of work.
|
6.4
|
The Executive may be required to travel throughout the United Kingdom and overseas in the performance of the duties throughout each calendar year and, subject to prior consultation and agreement, this may, on occasions, necessitate the Executive working outside the United Kingdom for a reasonable period, not to exceed one month. During any such period the Executive will be paid the normal salary and benefits in sterling in the normal way unless otherwise agreed.
|
7
|
REMUNERATION
|
7.1
|
The Company shall pay to the Executive the Basic Salary per annum, payable by equal monthly instalments in arrears, normally on the 28th of each calendar month (or such earlier date if the 28th falls on a weekend or bank holiday) by credit transfer to a bank account nominated by the Executive and less deductions for tax and National Insurance or other deductions made pursuant to the Employee Handbook.
|
7.2
|
The Company will review the Executive’s salary annually (usually in the first quarter each year) each review being dependent upon both individual and Company performance. The Company shall not be obliged to make any increase.
|
7.3
|
The salary specified in clause 7.1 shall be inclusive of any fees to which the Executive may be entitled as a director of the Company or any Group Company.
|
7.4
|
The Company shall pay the Executive the Car Allowance, per month in arrears, less deductions for tax and National Insurance or other deductions made pursuant to the Employee Handbook.
|
7.5
|
The Executive will be entitled to participate in the Company’s discretionary bonus scheme as are in force from time to time and are deemed to be appropriate to the Executive’s position. The Company's current bonus scheme provides for a 100% pay out of the Executive’s Incentive Target at on-target performance, which percentage payment is subject to an upward adjustment or a downward adjustment as more particularly set out bonus scheme rules, the current years of which is attached hereto for information purposes only. These amounts may be varied by the Company from time to time. The Executive's participation is subject always to the rules and terms of the relevant bonus scheme (including those dealing with, eligibility, notice periods, any targets or performance criteria), which may be amended from time to time. Payment under a bonus scheme in one year should give rise to no expectation on the part of the Executive to payment under a bonus scheme in subsequent years. The Company reserves the right to discontinue the scheme(s) or alter the terms of any bonus scheme(s) provided at any time in line with business requirements. The bonus scheme is discretionary and there is no contractual entitlement to continue the scheme. On termination of the Executive's employment, whether or not in breach of contract or otherwise unlawful, the Executive will only be entitled to such rights as may be provided for under the scheme itself and will not be entitled to any compensation for the loss of any rights under any such bonus scheme.
|
7.6
|
The Executive may also be entitled to participate in a Long Term Incentive Plan (“LTIP”). Equity awards under the Company’s Long-Term Incentive Plan are determined by the Compensation Committee in its sole and exclusive discretion. The equity awards described in this paragraph, and in paragraph 7.7, will be subject to the terms and conditions of the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan and the applicable award agreements, which include restricted covenants (including non-compete, non-solicit and confidentiality provisions). To the extent the Executive is awarded any shares or cash under the LTIP and accepts such award, the restrictive covenant set out in such award documentation shall supersede any restrictive covenants set out in clause 22. The first eligibility for an annual LTIP award is anticipated to occur in the first quarter 2020.
|
7.7
|
The Executive will receive, contingent upon approval by the Compensation Committee in July 2019, a LTIP award with a grant date value of $1,500,000. The award will be comprised of fifty percent Restricted Stock Units (“RSUs”), which will vest one-third per year on the anniversary of the date of grant subject to continued employment, and fifty percent Performance-Based Restricted Stock Units (“PSUs”), which will vest on the third anniversary of the date of the grant, subject to continued employment and the achievement of performance goals.
|
7.8
|
The Executive will receive a one-time, sign-on cash bonus award of £200,000 payable after 30 days of employment (the “Sign-on Bonus”). Should the Executive voluntarily terminate employment or be terminated for cause by the Company within twelve months of the Commencement Date, the Executive will be required upon such termination to pay back 100% of the Sign-on Bonus to the Company (and forfeit any right to any cash award payments not yet paid).
|
8
|
PENSION
|
8.1
|
The Executive is eligible to join the Defined Contribution Section of the Avis UK Pension Plan (the “Plan”) subject to the terms of its governing documentation (including the Trust Deed and Rules) from time to time in force. A summary of the Plan benefits are set out in the Company’s New Joiner’s guide. The Executive may elect to join at a minimum contribution level of 5% of the Executive’s Pensionable Salary, with the Company contribution amount equal to 4% of the Executive’s Pensionable Salary. Pensionable salary is Basic Salary subject to an earnings cap imposed by H.M. Revenue which is reviewed annually (£160,800 for 2019). The Plan is also subject to further limitations imposed by H.M. Revenue.
|
8.2
|
The Executive will be enrolled into the Plan at the Automatic Enrolment level if the Executive chooses not to join the Plan within the first 3 months of joining the Company unless the Executive exercises the legal right to opt-out in accordance with the relevant legislation.
|
8.3
|
The Employment is not contracted-out of the State Second Pension Scheme, and a contracting out certificate is therefore not currently in force in respect of it for the purposes of the Pension Schemes Act 1993.
|
8.4
|
If the Executive's rights or benefits under the Plan are altered or discontinued pursuant to the trust deed and rules, subject to the Company’s duties under the Pensions Act 2008 in relation to automatic enrolment (the “Auto Enrolment Obligations”), the Company will not be obliged to provide any additional or replacement pension scheme or pension benefits or to pay damages or compensation to the Executive.
|
8.5
|
Subject to the Automatic Enrolment Obligations, the Company reserves the right to vary the benefits payable under the Plan (or any other pension scheme) or, terminate, or substitute another pension scheme for the existing Plan (or any other pension scheme) at any time.
|
9
|
OTHER BENEFITS
|
9.1
|
The Executive shall be eligible to participate in the private medical insurance scheme and long term disability scheme which the Company may maintain for the benefit of its employees (the “Schemes”) subject to the rules of the Schemes and the terms of any related policies of insurances from time to time in force. Further details of the Schemes and the benefits currently available can be obtained from the HR department, which is made available for information only and should not be regarded as any guarantee of benefits which may be paid under the Schemes.
|
9.2
|
The Company reserves the right, at its absolute discretion, to change the Schemes’ providers, to amend the terms of the Schemes (including but not limited to the level of benefits), to terminate the Schemes without replacement, to substitute another scheme for any of the Schemes and to remove the Executive from membership of the Schemes.
|
9.3
|
The Company shall be under no obligation to make any payment under the long term disability scheme to the Executive unless and until it has received the relevant payment from the scheme provider. If any Scheme provider refuses for any reason (whether based on its own interpretation of the terms of the insurance policy or otherwise) to provide any benefits to the Executive, the Company shall not be liable to provide replacement benefits itself or any compensation in lieu and shall be under no obligation to pursue a claim for unpaid benefits on behalf of the Executive against the Scheme provider, unless the Executive agrees to fully indemnify the Company in respect of all the costs of such claim.
|
9.4
|
Notwithstanding that the Executive or the Executive’s family is receiving benefits under the Schemes and that such termination may result in those benefits being discontinued, the Company reserves the right to terminate the Executive’s employment, where it has good cause to do so (including but not limited to where the Executive is redundant or has committed misconduct). The Executive agrees that the Executive shall have no claim against the Company for damages in respect of the loss of benefits under the Schemes in such circumstances.
|
9.5
|
In the event that the Executive is absent by reason of ill-health the Executive will continue to co-operate with and act in good faith towards the Company including but not limited to staying in regular contact with the Company and providing it with such information about their health, prognosis and progress as the Company may require.
|
9.6
|
For the purposes of assessing entitlement and ongoing entitlement to payment under the long term disability scheme the Executive may be required to (and hereby agrees to) undergo medical examinations. The Executive agrees to undergo any requisite tests and examinations and will full cooperate with the provider of the long term disability scheme and the relevant medical practitioner. The Executive further acknowledges that any failure to comply with the provisions of this clause 9.6 may prejudice any entitlement to payments under the long term disability scheme.
|
9.7
|
If the Executive is receiving benefits under the long term disability scheme the Company shall be entitled to appoint a replacement to perform all or any of the Executive’s duties on either a temporary or permanent basis.
|
10
|
EXPENSES
|
11
|
HOLIDAY
|
11.1
|
The Executive shall be entitled to receive the Executive’s normal remuneration for all bank and public holidays normally observed in England and a further 25 working days holiday in each holiday year (which includes the Christmas Avis Budget day), being the period from 1 January to 31 December. For each complete year of service with the Company the Executive’s holiday entitlement will increase by 1 day per year to a maximum of 29 days holiday per year excluding bank and public holidays. The Executive may only take holiday at such times as are agreed with the Company.
|
11.2
|
In the years in which the Employment commences or terminates, the Executive’s entitlement to holiday shall accrue on a pro-rata basis.
|
11.3
|
If, on the termination of the Employment, the Executive has exceeded the accrued holiday entitlement, the excess may be deducted from any sums due to the Executive. If the Executive has any unused holiday entitlement, the Company may either require the Executive to take such unused holiday during any notice period or accept payment in lieu in respect of any unused holiday entitlement. Any payment in lieu shall only be made in respect of holiday accrued in accordance with 11.2 above during the Executive’s final holiday year.
|
11.4
|
Any unused holiday entitlement for one holiday year may not be taken in subsequent holiday years unless otherwise agreed by the Company. Failure to take holiday entitlement in the appropriate holiday year will normally lead to forfeiture of any accrued holiday not taken, unless agreement has been reached with the Company – further details of the entitlement to carry over holiday entitlement are set out in the Employee Handbook.
|
11.5
|
The Executive may take holiday (or part of it) during any period of sickness absence at such times and on such notice as may be agreed with the Company.
|
12
|
INCAPACITY
|
12.1
|
The Executive agrees to comply with the Company’s rules from time to time in force regarding sickness notification, details of which are set out in the Employee Handbook.
|
12.2
|
Subject to the:
|
12.2.1
|
Executive’s compliance with the Company’s rules as referred to above; and
|
12.2.2
|
Company’s right to terminate the Employment for incapacity or any other reason;
|
12.2.3
|
if the Executive is at any time absent on medical grounds the Company shall pay to the Executive Company Sick Pay to the amount of the Executive’s normal Basic Salary and Car Allowance for the periods as set out in Employee Handbook.
|
12.3
|
The Company reserves the right to require the Executive to undergo a medical examination by a doctor or consultant nominated by it, where reasonably requested by the Company at any stage of absence at the Company’s expense, and the Executive agrees that he will undergo any requisite tests and examinations and will fully co-operate with the relevant medical practitioner and authorise disclosure to and discussions with the Company (and any relevant third parties) the results of any examination and any matters which arise from it.
|
12.4
|
Payment of Company Sick Pay to the Executive pursuant to clause 12.1 shall be inclusive of any Statutory Sick Pay and any Social Security Sickness Benefit or other benefits to which the Executive may be entitled, whether or not claimed.
|
12.5
|
If the Executive’s absence shall be caused by the actionable negligence of a third party in respect of which damages are recoverable, then all sums paid by the Company shall constitute loans to the Executive, who shall:
|
12.5.1
|
immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgement made or awarded;
|
12.5.2
|
if the Company so requires, refund to the Company such sum as the Company may determine, not exceeding the lesser of:
|
a)
|
the amount of damages recovered by the Executive under such compromise, settlement or judgement; and
|
b)
|
the sums advanced to the Executive in respect of the period of incapacity.
|
12.6
|
Any actual or prospective entitlement to Company Sick Pay or private medical insurance or long term disability benefits shall not limit or prevent the Company from exercising its right to terminate the Employment in accordance with clauses 5.3 or 19 or otherwise and the Company shall not be liable for any loss arising from such termination.
|
13
|
DEDUCTIONS
|
14
|
RESTRICTIONS ON OTHER ACTIVITIES BY THE EXECUTIVE
|
14.1
|
During the Employment the Executive shall not directly or indirectly be employed, engaged, concerned or interested in any other business or undertaking without the prior written consent of the Company or be involved in any activity which the Company reasonably considers may be, or become, harmful to the interests of the Company or any Group Company or which might reasonably be considered to interfere with the performance of the Executive’s duties under this Agreement provided that this clause 14.1 shall not prohibit the holding (directly or through nominees) of investments listed on any recognised stock exchange as long as not more than 5 per cent of the issued shares or other securities of any class of any one company shall be so held.
|
14.2
|
Subject to any regulations issued by the Company, the Executive shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission in respect of any sale or purchase of goods effected or other business transacted (whether or not by the Executive by or on behalf of the Company) and if the Executive (or any firm or company in which the Executive is interested) shall obtain any such discount, rebate or commission, the Executive shall account to the Company for the amount receive (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s interest in it). For the avoidance of doubt, nothing in this clause shall prevent the Executive from obtaining any discount, rebate or commission solely as a result of transactions legitimately entered into in the Executive’s personal capacity.
|
15
|
CONFIDENTIALITY
|
15.1
|
The Executive shall neither during the Employment (except in the proper performance of the duties) nor at any time (without limit) after the termination of the Employment:
|
15.1.1
|
divulge or communicate to any person, company, business entity or other organisation;
|
15.1.2
|
use for his own purposes for any purposes other than those of the Company or any Group Company; or
|
15.1.3
|
through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of any Confidential Information, provided that these restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through an unauthorised disclosure by the Executive or any other person.
|
15.2
|
The Executive acknowledges that all notes, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, computer and other discs and tapes, data listings, databases, codes, designs and drawings and any other documents and material whatsoever (whether made or created by the Executive or otherwise) relating to the business of the Company and any Group Company (and any copies of the same) or which is created or stored on the Company’s equipment and systems:
|
15.2.1
|
shall be and remain the property of the Company or the relevant Group Company; and
|
15.2.2
|
shall be handed over by the Executive to the Company or the relevant Group Company on demand and in any event on the termination of the Employment and the Executive shall certify that all such property has been so handed over and that no copies or extracts have been retained.
|
15.3
|
For the avoidance of doubt, social media accounts, any on-line content and contacts operated or created by the Executive during the Employment for work related (including networking) purposes shall be regarded as the property of the Company and the Executive agrees not to use such social media after the termination of the Employment.
|
15.4
|
This clause 15 shall only bind the Executive to the extent allowed by law and nothing in this clause shall prevent the Executive from making a statutory disclosure.
|
16
|
DATA PROTECTION
|
17
|
INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS
|
17.1
|
The Company is entitled on request to full details in writing of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him/her at any time during the course of the Appointment which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. The Executive acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Executive holds them on trust for the Company. The Executive agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 17.
|
17.2
|
The Executive hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which the Executive has or will have in any existing or future works referred to in clause 17.
|
17.3
|
The Executive hereby agrees that upon request from the Company to execute such documents as may be required necessary to irrevocably appoint the Company to be the Executive’s attorney to execute and do any such instrument or thing and generally to use the Executive’s name for the purpose of giving the Company or its nominee the benefit of this clause 17 and acknowledges in favour of a third party that a certificate in writing signed by any Director or the Secretary of the Company that any instrument or act falls within the authority conferred by this clause 17 shall be conclusive evidence that such is the case.
|
18
|
STATEMENTS
|
18.1
|
The Executive shall not make, publish (in any format) or otherwise communicate any derogatory statements, whether in writing or otherwise, at any time either during the Employment or at any time after its termination in relation to the Company, any Group Company or any of its or their officers or other personnel.
|
18.2
|
The Executive shall not make any statements to the press or other media in connection with the Company and or any Group Company at any time either during or after the Employment without the prior written consent of the Company.
|
19
|
TERMINATION OF EMPLOYMENT
|
19.1
|
The Company may terminate the Employment immediately by notice in writing if the Executive shall have:
|
19.1.1
|
committed any serious breach or repeated or continued breach of the Executive’s obligations under this Agreement; or
|
19.1.2
|
failed to perform the duties to a satisfactory standard, after having received a written warning from the Company relating to the same; or
|
19.1.3
|
has acted, in the reasonable opinion of the Company, negligently or incompetently in the performance of the duties; or
|
19.1.4
|
been guilty of conduct tending to bring the Executive, the Company or any Group Company into disrepute; or
|
19.1.5
|
been convicted of an offence under any statutory enactment or regulation (other than a motoring offence for which no custodial sentence is given); or
|
19.1.6
|
failed to comply with:
|
a)
|
any applicable anti-bribery/anti-corruption legislation (including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act) or policy; or
|
b)
|
any applicable anti-trust/competition legislation or policy;
|
c)
|
or any other similar policies, legislation, regulations or rules in any relevant jurisdiction related to, anti-trust/competition, anti-corruption/anti-bribery, giving payments, gifts or entertainment to obtain a business advantage unlawfully, or adopted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Transactions; or
|
19.1.7
|
during the Employment, committed any breach of clauses 14, 15, 17 and/or 18.
|
19.2
|
Any delay by the Company in exercising such right of termination shall not constitute a waiver thereof.
|
20
|
GARDEN LEAVE
|
20.1
|
The Company reserves the right in its absolute discretion, at any time on or after notice of termination of the Employment has been given by either party, to suspend all or any of the Executive's duties and powers on terms it considers expedient or to require the Executive to perform only such duties, specific projects or tasks as are assigned expressly by the Company in any case for such period or periods and at such place or places (including, without limitation, the Executive's home) as the Company in its absolute discretion deems necessary (“Garden Leave”).
|
20.2
|
The Company may, at its sole discretion, require that during the Garden Leave the Executive will not:
|
20.2.1
|
enter or attend the premises of the Company or any Group Company;
|
20.2.2
|
contact or have any communication with any client or prospective client or supplier of the Company or any Group Company in relation to the business of the Company or any Group Company;
|
20.2.3
|
contact or have any communication with any employee, officer, director, agent or consultant of the Company or any Group Company in relation to the business of the Company or any Group Company;
|
20.2.4
|
remain or become involved in any aspect of the business of the Company or any Group Company except as required by such companies; or
|
20.2.5
|
work either on the Executive’s own account or on behalf of any other person.
|
20.3
|
During the Garden Leave, the Executive will continue to receive Basic Salary and Car Allowance and any other contractual benefits due under this Agreement.
|
20.4
|
Save as expressly varied in accordance with this Agreement, the Executive will continue to be bound by all express and implied obligations and duties to the Company and any Group Company during the period of any Garden Leave including, without prejudice to the generality of the foregoing, any fiduciary duties and express and implied obligations of good faith and fidelity.
|
20.5
|
Any termination of the Employment by either party under Clause 20 or otherwise will be without prejudice to the continuing obligations of the Executive under this Agreement which are stated to survive such termination.
|
21
|
DIRECTORSHIP AND RETURN OF MATERIALS
|
21.1
|
On the termination of the Employment (however arising) or on either the Company or the Executive having served notice of such termination, the Executive shall:
|
21.1.1
|
at the request of the Company resign as a Director or Officer from all offices held in any Group Company, provided however that such resignation shall be without prejudice to any claims which the Executive may have against the Company or any Group Company arising out of the termination of the Employment; and
|
21.1.2
|
immediately deliver to the Company all materials within the scope of clause 15.2 and all credit cards, keys and other property of or relating to the business of the Company or of any Group Company which may be in the Executive’s possession or under the Executive’s power or control,
|
21.2
|
The appointment of the Executive as a director of any Group Company is not a term of this Agreement and the Company reserves the right to remove the Executive from any such directorship at any time and for any reason. Where the Company exercises this right, this shall not amount to a breach of this Agreement and shall not give rise to a claim for damages or compensation.
|
22
|
POST TERMINATION OBLIGATIONS OF THE EXECUTIVE
|
22.1
|
The Executive acknowledges that by reason of the Employment the Executive will have access to trade secrets, Confidential Information, business connections and the workforce of the Company and the Group Companies and that in order to protect its and their legitimate business interests it is reasonable for the Executive to enter into these post termination restrictive covenants, and the Executive agrees that the restrictions contained in this clause 22 (each of which constitutes an entirely separate, severable and independent restriction) are reasonable.
|
22.2
|
Reference in this clause to the “Company” shall apply as though there were included reference to any Relevant Group Company. The Executive covenants with the Company for itself and as trustee and agent for each Group Company that the Executive will not without the prior written consent of the Company:
|
22.2.1
|
for twenty-four months after the Restriction Date solicit or endeavour to entice away from the Company the business or custom of a Restricted Customer with a view to providing goods or services in competition with any Restricted Business;
|
22.2.2
|
for twenty-four months after the Restriction Date solicit or endeavour to entice away from the Company the business or custom of a Prospective Customer with a view to providing goods or services in competition with any Restricted Business;
|
22.2.3
|
for twenty-four months after the Restriction Date provide goods or services to, or otherwise have any business dealings with, any Restricted Customer in the course of any business concern which is in competition with any Restricted Business;
|
22.2.4
|
for twenty-four months after the Restriction Date provide goods or services to, or otherwise have any business dealings with, any Prospective Customer in the course of any business concern which is in competition with any Restricted Business;
|
22.2.5
|
for twenty-four months after the Restriction Date induce, solicit or otherwise endeavour to entice away from the Company any Restricted Employee;
|
22.2.6
|
for twenty-four months after the Restriction Date employ or engage or facilitate the employment or engagement of any Restricted Employee;
|
22.2.7
|
for twenty-four months after the Restriction Date interfere or endeavour to interfere with the supply of goods and/or services by any Restricted Supplier to the Company or any Group Company; and
|
22.2.8
|
for twenty-four months from the Restriction Date be employed, engaged, concerned or interested in or provide technical, commercial or professional advice to any other business (whether conducted on its own or as part of a wider entity) which is a Competitive Business with those parts of the business of the Company with which the Executive was involved in the 12 months prior to the Restriction Date.
|
22.3
|
For the avoidance of doubt, nothing in this clause 22 shall prevent the Executive from:
|
22.3.1
|
holding as an investment by way of shares or other securities not more than 5% of the total issued share capital of any company listed on a Recognised Stock Exchange; or
|
22.3.2
|
being engaged or concerned in any business concern where the Executive’s work or duties relate solely to services or activities of a kind with which the Executive was not concerned to a material extent in the twelve months before the Restriction Date.
|
22.4
|
The obligations undertaken by the Executive pursuant to this clause 22 extend to the Executive acting not only on the Executive’s own account but also on behalf of any other firm, company or other person and shall apply whether the Executive acts directly or indirectly.
|
22.5
|
The Executive hereby undertakes with the Company that the Executive will not at any time after the Termination Date in the course of carrying on any trade or business, claim, represent or otherwise indicate any present association with the Company or any Group Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company or any Group Company to its detriment.
|
22.6
|
While the restrictions in this clause 22 (on which the Executive has had the opportunity to take independent advice, as the Executive hereby acknowledges) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be found to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any Group Company but would be considered reasonable if part or parts of the wording of such restrictions were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.
|
22.7
|
If the Executive accepts alternative employment or engagement with any third party during the period of any of the restrictions in this clause 22 the Executive will provide the third party with full details of these restrictions.
|
22.8
|
If the Executive’s employment is transferred by reason of the Transfer of Undertakings (Protection of Employment) Regulations 2006 the Executive will, if requested, enter into an agreement with the new employer that contains provisions that reflect the protections provided by the Company under this clause 22.
|
22.9
|
If the Executive's contract of employment is expected to transfer to a new entity by virtue of the Transfer of Undertakings (Protection of Employment) Regulations 2006 but the Executive objects or otherwise resigns before any such transfer takes place, the Executive acknowledges that the Company may assign the benefit of these restrictive covenants to the relevant successor entity. Consequently, the Executive agrees to continue to observe the restrictions set out in this clause 22 for the benefit of any successor and will not be released from the obligations under this clause in the event of such assignment. The Executive agrees to co-operate with, and use best endeavours to assist the Company and any successor in such circumstances including but not limited to providing such information, executing such documents and giving such assurances and undertakings as they may reasonably request.
|
23
|
WHISTLEBLOWING
|
24
|
AMALGAMATION AND RECONSTRUCTION
|
24.1
|
If the Company is wound up for the purposes of reconstruction or amalgamation the Executive shall not as a result or by reason of any termination of the Employment or the redefinition of the Executive’s duties within the Company or any Group Company arising or resulting from any reorganisation of the Company or any Group Company have any claim against the Company for damages for termination of the Employment or otherwise so long as the Executive shall be offered employment with any concern or undertaking resulting from such reconstruction reorganisation or amalgamation on terms and conditions no less favourable to the Executive than the terms contained in this Agreement.
|
24.2
|
If the Executive shall at any time have been offered but shall have unreasonably refused or failed to agree to the transfer of this Agreement by way of novation to a company which has acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets or not less than 50 per cent of the equity share capital of the Company the Company may terminate the Employment by such notice as is required by s.86 of the ERA within one month of such offer being refused by the Executive.
|
25
|
DISCIPLINARY AND GRIEVANCE PROCEDURES AND SUSPENSION
|
25.1
|
The Company aims to follow applicable best practice in relation to any disciplinary matter or dismissal involving the Executive. However, such practice is not a contractual entitlement of the Executive and the Company reserves the right not to do so.
|
25.2
|
If the Executive wishes to obtain redress of any grievance relating to the Employment or is dissatisfied with any reprimand, suspension or other disciplinary step taken by the Company, the Executive shall apply in writing to the HR department setting out the nature and details of any such grievance or dissatisfaction.
|
25.3
|
The Company reserves the right to suspend the Executive on full pay and benefits, for so long as it reasonably thinks fit, in order to (i) investigate any allegations made against the Executive (whether in the context of the internal disciplinary process or otherwise); and (2) satisfy itself as to the Executive's fitness for work.
|
26
|
NOTICES
|
26.1
|
Any notice or other document to be given under this Agreement shall be in writing and may be given personally to the Executive or to the Secretary of the Company (as the case may be) or may be sent by first class post or by facsimile transmission to, in the case of the Company, its registered office for the time being and in the case of the Executive either to the address shown on the face of this Agreement or to the Executive’s last known place of residence.
|
26.2
|
Any such notice shall (unless contrary is proved) be deemed served when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours. In proving such service it shall be sufficient to prove, where appropriate, that the notice was addressed properly and posted or that the facsimile transmission was dispatched.
|
27
|
ENTIRE AGREEMENT AND FORMER SERVICE AGREEMENT(S)
|
27.1
|
This Agreement constitutes the entire agreement and understanding between the parties and the Executive agrees that the Executive has not been induced to enter into the Employment by and has not relied upon any Pre-Contractual Statement.
|
27.2
|
This Agreement shall be in substitution for any previous letters of appointment, agreements or arrangements, (whether written, oral or implied), relating to the employment of the Executive, which shall be deemed to have been terminated by mutual consent.
|
27.3
|
There are no collective agreements affecting the Executive’s employment.
|
28
|
GOVERNING LAW AND JURISDICTION
|
29
|
THIRD PARTY RIGHTS
|
30
|
GENERAL
|
30.1
|
This Agreement constitutes the written statement of the terms of Employment of the Executive provided in compliance with part 1 of the ERA.
|
30.2
|
The expiration or termination of this Agreement, however arising, shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after that time and shall be without prejudice to any accrued rights or remedies of the parties.
|
30.3
|
The various provisions and sub-provisions of this Agreement are severable and if any provision or any identifiable part of any provision is held to be unenforceable by any court of competent jurisdiction then such unenforceability shall not affect the enforceability of the remaining provisions or identifiable parts of them.
|
THIS AGREEMENT has been entered into on the date stated at the beginning of it.
|
||
Signed for and on behalf of
|
)
|
|
AVIS BUDGET SERVICES LIMITED
|
)
|
/s/ Ned Linnen
|
|
)
|
(Signature)
|
|
)
|
|
|
)
|
Ned Linnen, EVP Chief HR Officer
|
|
)
|
(Name)
|
|
|
|
Signed by
|
|
|
PATRICK KENNETH RANKIN (EXECUTIVE)
|
)
|
|
|
)
|
/s/ Patrick K. Rankin
|
|
)
|
(Signature)
|
|
)
|
|
|
)
|
Patrick K. Rankin
|
|
)
|
(Name)
|
/s/ Patrick K. Rankin
|
|
Patrick Kenneth Rankin
|
Date: August 16, 2019
|
/s/ Ned Linnen
|
8/16/19
|
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 business from an entity solicited by the Company at any time during the twelve months prior to your termination of employment with the Company.
|
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.
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
2233516 Ontario, Inc.
|
|
Canada
|
AAA France Cars SAS
|
|
France
|
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 SAS
|
|
France
|
AB Funding Pty Ltd.
|
|
Australia
|
AB Group Financial Services Limited
|
|
England and Wales
|
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
|
ACL Hire Ltd.
|
|
Scotland
|
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 L.P.
|
|
Delaware
|
Apex Car Rentals Pty Ltd.
|
|
Australia
|
Apex Rent A Car Ltd.
|
|
New Zealand
|
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 Limited
|
|
England and Wales
|
Avis Autovermietung Beteiligungsgesellschaft mbH
|
|
Germany
|
Avis Autovermietung Gesellschaft m.b.H.
|
|
Austria
|
Avis Belgium SA
|
|
Belgium
|
Avis Budget Auto Service GmbH
|
|
Germany
|
Avis Budget Autoverhuur BV
|
|
The Netherlands
|
Avis Budget Autovermietung AG
|
|
Switzerland
|
Avis Budget Autovermietung GmbH & Co KG
|
|
Germany
|
Avis Budget Autovermietung Verwaltungsgesellschaft mbH
|
|
Germany
|
Avis Budget Brasil S.A.
|
|
Brazil
|
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 Denmark A/S
|
|
Denmark
|
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 Channel Islands
|
Avis Budget Group Business Support Centre Szolgaltato Kft
|
|
Hungary
|
Avis Budget Group Contact Centre EMEA S.A.
|
|
Spain
|
Avis Budget Group Pty Limited
|
|
Australia
|
Avis Budget Holdings, LLC
|
|
Delaware
|
Avis Budget International Capital (Singapore) Pte. Ltd.
|
|
Singapore
|
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 Leasing Denmark A/S
|
|
Denmark
|
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 Car Sales, LLC
|
|
Delaware
|
Avis Caribbean, Limited
|
|
Delaware
|
Avis Europe Group Holdings BV
|
|
The Netherlands
|
Avis Europe Holdings Limited
|
|
England and Wales
|
Avis Europe Investment Holdings Limited
|
|
England and Wales
|
Avis Europe Investments Limited
|
|
England and Wales
|
Avis Europe and Middle East Limited
|
|
England and Wales
|
Avis Europe Overseas Limited
|
|
England and Wales
|
Avis Europe Risk Management 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 Vehicules SAS
|
|
France
|
Avis Group Holdings, LLC
|
|
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 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 Management Pty. Limited
|
|
Australia
|
Avis Management Services Limited
|
|
Sweden
|
Avis New York General Partnership
|
|
New York
|
Avis Pension Trustees Limited
|
|
England and Wales
|
Avis Rent A Car (Isle Of Man) Limited
|
|
Isle of Man
|
Avis Rent A Car Limited
|
|
New Zealand
|
Avis Rent A Car Sdn. Bhd.
|
|
Malaysia
|
Avis Rent A Car System, LLC
|
|
Delaware
|
AvisBudget Group Limited
|
|
New Zealand
|
Aviscar Inc.
|
|
Canada
|
Bell’Aria S.p.A
|
|
Italy
|
BRC Automoveis de Aluguel Ltda.
|
|
Brazil
|
Budget International, Inc.
|
|
Delaware
|
Budget Rent A Car Australia Pty. Ltd.
|
|
Australia
|
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
|
Chaconne Pty. Limited
|
|
Australia
|
Cilva Holdings Limited
|
|
England and Wales
|
Constellation Reinsurance Company Limited
|
|
Barbados
|
Dallas Automoveis e Acessorios Ltda.
|
|
Brazil
|
Dallas Rent A Car Ltda.
|
|
Brazil
|
DRC Automoveis de Aluguel Ltda.
|
|
Brazil
|
Europe Leisure Holdings NV
|
|
The Netherlands
|
Garage St Martin sas
|
|
France
|
Garep AG
|
|
Switzerland
|
Gestlas- Gestao Automovel, S.A.
|
|
Portugal
|
J&W Harris Holdings Ltd.
|
|
Scotland
|
Jupol-Car Sp. z.o.o.
|
|
Poland
|
Maggiore Asset Management S.r.l.
|
|
Italy
|
Mercury Car Rentals Private Limited
|
|
India
|
Milton Location de Voitures SAS
|
|
France
|
Morini SpA
|
|
Italy
|
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
|
PR Holdco, Inc.
|
|
Delaware
|
PV Holding Corp.
|
|
Delaware
|
PVI Kraftfahrzeug Leasing GmbH
|
|
Germany
|
Quartx Fleet Management Inc.
|
|
Delaware
|
RAC Norway AS
|
|
Norway
|
SCA sas
|
|
France
|
Servicios Avis S.A.
|
|
Mexico
|
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
|
Transfercar4U AS
|
|
Norway
|
Turiscar Rent A Car, S.A.
|
|
Portugal
|
Virgin Islands Enterprises, Inc.
|
|
Virgin Islands
|
W.T.H. (Sub 1) Pty Ltd.
|
|
Australia
|
W.T.H. (Sub 2) Limited
|
|
New Zealand
|
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 Pty Limited
|
|
Australia
|
Zipcar Australia Pty Ltd
|
|
Australia
|
Zipcar, Inc.
|
|
Delaware
|
Zipcar (UK) Limited
|
|
England and Wales
|
Zipcar Austria GmbH
|
|
Austria
|
Zipcar Belgium SPRL
|
|
Belgium
|
Zipcar Canada Inc.
|
|
Canada
|
Zipcar Carsharing S.A.
|
|
Spain
|
Zipcar France S.A.S.
|
|
France
|
Zipcar International Finance Company Limited
|
|
England and Wales
|
Zipcar International Holdings Limited
|
|
England and Wales
|
Zipcar Securities Corporation
|
|
Massachusetts
|
Zodiac Europe Finance Company Limited
|
|
England and Wales
|
Zodiac Europe Investments Limited
|
|
England and Wales
|
Zodiac Europe 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/ Joseph A. Ferraro
|
|
|
Interim President and Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of Avis Budget Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ John F. North III
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ JOSEPH A. FERRARO
|
|
Joseph A. Ferraro
|
|
Interim President and Chief Executive Officer
|
|
February 20, 2020
|
|
|
|
/s/ JOHN F. NORTH III
|
|
John F. North III
|
|
Executive Vice President and Chief Financial Officer
|
|
February 20, 2020
|
|