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|
Form 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Avis Budget Group, Inc.
|
(Exact name of registrant as specified in its charter)
|
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)
|
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
|
|
|
Page
|
PART I
|
|
|
Item 1.
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
|
|
Item 1.
|
||
Item 2.
|
||
Item 6.
|
||
|
•
|
the high level of competition in the vehicle rental industry and the impact such competition may have on pricing and rental volume;
|
•
|
a change in travel demand, including changes in airline passenger traffic;
|
•
|
a change in our fleet costs as a result of a change in the cost of new vehicles, manufacturer recalls, disruption in the supply of new vehicles, and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;
|
•
|
risks related to our March 2013 acquisition of Zipcar, Inc. (“Zipcar”), including our ability to realize the synergies contemplated by the transaction and our ability to promptly and efficiently integrate the business into Avis Budget Group;
|
•
|
the results of operations or financial condition of the manufacturers of our cars, which could impact their ability to perform their payment obligations under our agreements with them, including repurchase and/or guaranteed depreciation arrangements, and/or their willingness or ability to make cars available to us or the rental car industry as a whole on commercially reasonable terms or at all;
|
•
|
any change in economic conditions generally, particularly during our peak season or in key market segments;
|
•
|
our ability to continue to achieve and maintain cost savings and successfully implement our business strategies;
|
•
|
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;
|
•
|
an occurrence or threat of terrorism, pandemic disease, natural disasters, military conflict or civil unrest in the locations in which we operate;
|
•
|
our dependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements with third parties;
|
•
|
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 ability to accurately estimate our future results;
|
•
|
any major disruptions in our communication networks or information systems;
|
•
|
our exposure to uninsured 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 taxes;
|
•
|
any impact on us from the actions of our licensees, dealers and independent contractors;
|
•
|
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;
|
•
|
risks related to our indebtedness, including our substantial outstanding debt obligations and our ability to incur substantially more debt;
|
•
|
our ability to meet the financial and other covenants contained in the agreements governing our indebtedness;
|
•
|
risks related to tax obligations and the effect of future changes in accounting standards;
|
•
|
risks related to completed or future acquisitions or investments that we may pursue, including any incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired businesses; and
|
•
|
other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services.
|
Item 1.
|
Financial Statements
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
1,810
|
|
|
$
|
1,734
|
|
|
$
|
4,692
|
|
|
$
|
4,388
|
|
|
|
Other
|
732
|
|
|
661
|
|
|
1,906
|
|
|
1,699
|
|
|||||
Net revenues
|
2,542
|
|
|
2,395
|
|
|
6,598
|
|
|
6,087
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
1,168
|
|
|
1,142
|
|
|
3,273
|
|
|
3,080
|
|
|||||
|
Vehicle depreciation and lease charges, net
|
582
|
|
|
524
|
|
|
1,532
|
|
|
1,387
|
|
|||||
|
Selling, general and administrative
|
298
|
|
|
274
|
|
|
833
|
|
|
771
|
|
|||||
|
Vehicle interest, net
|
77
|
|
|
72
|
|
|
213
|
|
|
195
|
|
|||||
|
Non-vehicle related depreciation and amortization
|
46
|
|
|
39
|
|
|
132
|
|
|
109
|
|
|||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|||||||||
|
|
Interest expense
|
50
|
|
|
57
|
|
|
161
|
|
|
170
|
|
||||
|
|
Early extinguishment of debt
|
—
|
|
|
—
|
|
|
56
|
|
|
131
|
|
||||
|
Transaction-related costs
|
7
|
|
|
10
|
|
|
23
|
|
|
37
|
|
|||||
|
Restructuring expense
|
8
|
|
|
14
|
|
|
16
|
|
|
39
|
|
|||||
|
Impairment
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|||||
Total expenses
|
2,236
|
|
|
2,165
|
|
|
6,239
|
|
|
5,952
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
306
|
|
|
230
|
|
|
359
|
|
|
135
|
|
||||||
Provision for income taxes
|
114
|
|
|
112
|
|
|
137
|
|
|
91
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
192
|
|
|
$
|
118
|
|
|
$
|
222
|
|
|
$
|
44
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
116
|
|
|
$
|
178
|
|
|
$
|
154
|
|
|
$
|
44
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
1.84
|
|
|
$
|
1.09
|
|
|
$
|
2.11
|
|
|
$
|
0.41
|
|
|
|
Diluted
|
$
|
1.74
|
|
|
$
|
1.02
|
|
|
$
|
2.00
|
|
|
$
|
0.39
|
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
713
|
|
|
$
|
693
|
|
|
Receivables, net
|
659
|
|
|
619
|
|
||
|
Deferred income taxes
|
173
|
|
|
177
|
|
||
|
Other current assets
|
590
|
|
|
455
|
|
||
Total current assets
|
2,135
|
|
|
1,944
|
|
|||
|
|
|
|
|
||||
Property and equipment, net
|
623
|
|
|
614
|
|
|||
Deferred income taxes
|
1,042
|
|
|
1,299
|
|
|||
Goodwill
|
683
|
|
|
691
|
|
|||
Other intangibles, net
|
897
|
|
|
923
|
|
|||
Other non-current assets
|
351
|
|
|
361
|
|
|||
Total assets exclusive of assets under vehicle programs
|
5,731
|
|
|
5,832
|
|
|||
|
|
|
|
|
||||
Assets under vehicle programs:
|
|
|
|
|||||
|
Program cash
|
89
|
|
|
116
|
|
||
|
Vehicles, net
|
11,484
|
|
|
9,582
|
|
||
|
Receivables from vehicle manufacturers and other
|
630
|
|
|
391
|
|
||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party
|
362
|
|
|
363
|
|
||
|
|
12,565
|
|
|
10,452
|
|
||
Total assets
|
$
|
18,296
|
|
|
$
|
16,284
|
|
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
|
Accounts payable and other current liabilities
|
$
|
1,679
|
|
|
$
|
1,479
|
|
|
Short-term debt and current portion of long-term debt
|
88
|
|
|
89
|
|
||
Total current liabilities
|
1,767
|
|
|
1,568
|
|
|||
|
|
|
|
|
||||
Long-term debt
|
3,247
|
|
|
3,305
|
|
|||
Other non-current liabilities
|
831
|
|
|
847
|
|
|||
Total liabilities exclusive of liabilities under vehicle programs
|
5,845
|
|
|
5,720
|
|
|||
|
|
|
|
|
||||
Liabilities under vehicle programs:
|
|
|
|
|||||
|
Debt
|
2,517
|
|
|
1,681
|
|
||
|
Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party
|
6,983
|
|
|
5,656
|
|
||
|
Deferred income taxes
|
2,000
|
|
|
2,177
|
|
||
|
Other
|
219
|
|
|
279
|
|
||
|
|
11,719
|
|
|
9,793
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|||||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|||||
|
Preferred stock, $0.01 par value—authorized 10 million shares; none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value—authorized 250 million shares; issued 137,093,424 and 137,081,056 shares
|
1
|
|
|
1
|
|
||
|
Additional paid-in capital
|
7,738
|
|
|
7,893
|
|
||
|
Accumulated deficit
|
(2,138
|
)
|
|
(2,360
|
)
|
||
|
Accumulated other comprehensive income
|
49
|
|
|
117
|
|
||
|
Treasury stock, at cost—33,730,351 and 30,515,721 shares
|
(4,918
|
)
|
|
(4,880
|
)
|
||
Total stockholders’ equity
|
732
|
|
|
771
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
18,296
|
|
|
$
|
16,284
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
222
|
|
|
$
|
44
|
|
||
|
|
|
|
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
|
Vehicle depreciation
|
1,417
|
|
|
1,295
|
|
|||
|
Gain on sale of vehicles, net
|
(12
|
)
|
|
(10
|
)
|
|||
|
Non-vehicle related depreciation and amortization
|
132
|
|
|
109
|
|
|||
|
Amortization of debt financing fees
|
31
|
|
|
33
|
|
|||
|
Impairment
|
—
|
|
|
33
|
|
|||
|
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
|
|
|
|
|||||
|
|
Receivables
|
(102
|
)
|
|
(150
|
)
|
||
|
|
Income taxes and deferred income taxes
|
109
|
|
|
61
|
|
||
|
|
Accounts payable and other current liabilities
|
52
|
|
|
22
|
|
||
|
Other, net
|
218
|
|
|
306
|
|
|||
Net cash provided by operating activities
|
2,067
|
|
|
1,743
|
|
||||
|
|
|
|
|
|
||||
Investing activities
|
|
|
|
||||||
Property and equipment additions
|
(127
|
)
|
|
(92
|
)
|
||||
Proceeds received on asset sales
|
9
|
|
|
13
|
|
||||
Net assets acquired (net of cash acquired)
|
(149
|
)
|
|
(531
|
)
|
||||
Other, net
|
(9
|
)
|
|
37
|
|
||||
Net cash used in investing activities exclusive of vehicle programs
|
(276
|
)
|
|
(573
|
)
|
||||
|
|
|
|
|
|
||||
Vehicle programs:
|
|
|
|
||||||
|
Decrease (increase) in program cash
|
23
|
|
|
(173
|
)
|
|||
|
Investment in vehicles
|
(9,835
|
)
|
|
(8,865
|
)
|
|||
|
Proceeds received on disposition of vehicles
|
6,535
|
|
|
6,393
|
|
|||
|
|
(3,277
|
)
|
|
(2,645
|
)
|
|||
Net cash used in investing activities
|
(3,553
|
)
|
|
(3,218
|
)
|
Avis Budget Group, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
(Unaudited)
|
||||||||
|
|
Nine Months Ended
September 30, |
||||||
|
|
2014
|
|
2013
|
||||
Financing activities
|
|
|
|
|||||
Proceeds from long-term borrowings
|
696
|
|
|
2,725
|
|
|||
Payments on long-term borrowings
|
(751
|
)
|
|
(2,344
|
)
|
|||
Net change in short-term borrowings
|
(3
|
)
|
|
(32
|
)
|
|||
Purchases of warrants
|
—
|
|
|
(30
|
)
|
|||
Proceeds from sale of call options
|
—
|
|
|
41
|
|
|||
Repurchases of common stock
|
(204
|
)
|
|
(21
|
)
|
|||
Debt financing fees
|
(12
|
)
|
|
(36
|
)
|
|||
Other, net
|
(1
|
)
|
|
2
|
|
|||
Net cash (used in) provided by financing activities exclusive of vehicle programs
|
(275
|
)
|
|
305
|
|
|||
|
|
|
|
|
||||
Vehicle programs:
|
|
|
|
|||||
|
Proceeds from borrowings
|
11,862
|
|
|
10,266
|
|
||
|
Payments on borrowings
|
(10,050
|
)
|
|
(9,079
|
)
|
||
|
Debt financing fees
|
(17
|
)
|
|
(26
|
)
|
||
|
|
1,795
|
|
|
1,161
|
|
||
Net cash provided by financing activities
|
1,520
|
|
|
1,466
|
|
|||
|
|
|
|
|
||||
Effect of changes in exchange rates on cash and cash equivalents
|
(14
|
)
|
|
(8
|
)
|
|||
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
20
|
|
|
(17
|
)
|
|||
Cash and cash equivalents, beginning of period
|
693
|
|
|
606
|
|
|||
Cash and cash equivalents, end of period
|
$
|
713
|
|
|
$
|
589
|
|
1.
|
Basis of Presentation
|
•
|
North America—
provides car rentals in the United States and vehicle rentals in Canada, as well as ancillary products and services, and operates the Company’s car sharing business in North America.
|
•
|
International—
provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia, South America, Central America, the Caribbean, Australia and New Zealand, and operates the Company’s car sharing business in certain of these markets.
|
•
|
Truck Rental—
provides truck rentals and ancillary products and services to consumers and commercial users in the United States.
|
2.
|
Restructuring Activities
|
|
|
|
North
America
|
|
International
|
|
Total
|
||||||
Balance as of January 1, 2014
|
|
$
|
1
|
|
|
$
|
21
|
|
|
$
|
22
|
|
|
|
Restructuring expense
|
|
3
|
|
|
13
|
|
|
16
|
|
|||
|
Cash payment/utilization
|
|
(3
|
)
|
|
(21
|
)
|
|
(24
|
)
|
|||
Balance as of September 30, 2014
|
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
14
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Personnel
Related |
|
Facility
Related |
|
Total
|
||||||
Balance as of January 1, 2014
|
|
$
|
17
|
|
|
$
|
5
|
|
|
$
|
22
|
|
|
|
Restructuring expense
|
|
16
|
|
|
—
|
|
|
16
|
|
|||
|
Cash payment/utilization
|
|
(22
|
)
|
|
(2
|
)
|
|
(24
|
)
|
|||
Balance as of September 30, 2014
|
|
$
|
11
|
|
|
$
|
3
|
|
|
$
|
14
|
|
3.
|
Earnings Per Share
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income for basic EPS
|
$
|
192
|
|
|
$
|
118
|
|
|
$
|
222
|
|
|
$
|
44
|
|
|
Convertible note interest, net of tax
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||
Net income for diluted EPS
|
$
|
192
|
|
|
$
|
119
|
|
|
$
|
223
|
|
|
$
|
45
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
103.9
|
|
|
108.3
|
|
|
105.2
|
|
|
108.1
|
|
|||||
Options, warrants and non-vested stock
(a)
|
2.0
|
|
|
3.3
|
|
|
2.0
|
|
|
3.3
|
|
|||||
Convertible debt
|
4.0
|
|
|
4.6
|
|
|
4.0
|
|
|
5.5
|
|
|||||
Diluted weighted average shares outstanding
|
109.9
|
|
|
116.2
|
|
|
111.2
|
|
|
116.9
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|||||||||
|
Basic
|
$
|
1.84
|
|
|
$
|
1.09
|
|
|
$
|
2.11
|
|
|
$
|
0.41
|
|
|
Diluted
|
$
|
1.74
|
|
|
$
|
1.02
|
|
|
$
|
2.00
|
|
|
$
|
0.39
|
|
(a)
|
For the three months ended September 30, 2014, there are no anti-dilutive securities which were excluded from the computation of diluted earnings per share. For the
nine
months ended
September 30, 2014
, the number of anti-dilutive securities which were excluded from the computation of diluted earnings per share was not significant. For the
three and nine
months ended
September 30, 2013
, the number of anti-dilutive securities which were excluded from the computation of diluted earnings per share was not significant.
|
4.
|
Acquisitions
|
5.
|
Other Current Assets
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
||||
Sales and use taxes
|
$
|
261
|
|
|
$
|
132
|
|
Prepaid expenses
|
205
|
|
|
187
|
|
||
Other
|
124
|
|
|
136
|
|
||
Other current assets
|
$
|
590
|
|
|
$
|
455
|
|
6.
|
Intangible Assets
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Amortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License agreements
|
$
|
260
|
|
|
$
|
59
|
|
|
$
|
201
|
|
|
$
|
272
|
|
|
$
|
52
|
|
|
$
|
220
|
|
Customer relationships
|
170
|
|
|
47
|
|
|
123
|
|
|
166
|
|
|
35
|
|
|
131
|
|
||||||
Other
|
8
|
|
|
2
|
|
|
6
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||||
Total
|
$
|
438
|
|
|
$
|
108
|
|
|
$
|
330
|
|
|
$
|
440
|
|
|
$
|
88
|
|
|
$
|
352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
(a)
|
$
|
683
|
|
|
|
|
|
|
$
|
691
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
567
|
|
|
|
|
|
|
$
|
571
|
|
|
|
|
|
(a)
|
The change in the carrying amount since December 31, 2013 reflects a currency translation loss of
$37 million
, partially offset by acquisitions.
|
7.
|
Vehicle Rental Activities
|
|
As of
|
|
As of
|
||||
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Rental vehicles
|
$
|
11,924
|
|
|
$
|
10,234
|
|
Less: Accumulated depreciation
|
(1,434
|
)
|
|
(1,411
|
)
|
||
|
10,490
|
|
|
8,823
|
|
||
Vehicles held for sale
|
994
|
|
|
759
|
|
||
Vehicles, net
|
$
|
11,484
|
|
|
$
|
9,582
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Depreciation expense
|
$
|
519
|
|
|
$
|
487
|
|
|
$
|
1,417
|
|
|
$
|
1,295
|
|
Lease charges
|
51
|
|
|
45
|
|
|
127
|
|
|
102
|
|
||||
(Gain) loss on sales of vehicles, net
|
12
|
|
|
(8
|
)
|
|
(12
|
)
|
|
(10
|
)
|
||||
Vehicle depreciation and lease charges, net
|
$
|
582
|
|
|
$
|
524
|
|
|
$
|
1,532
|
|
|
$
|
1,387
|
|
8.
|
Income Taxes
|
9.
|
Long-term Debt and Borrowing Arrangements
|
|
|
|
As of
|
|
As of
|
||||
|
Maturity
Dates
|
|
September 30,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
|||||
3½% Convertible Notes
(a)
|
October 2014
|
|
$
|
65
|
|
|
$
|
66
|
|
4⅞% Senior Notes
|
November 2017
|
|
300
|
|
|
300
|
|
||
Floating Rate Senior Notes
(b)
|
December 2017
|
|
248
|
|
|
247
|
|
||
8¼% Senior Notes
|
January 2019
|
|
—
|
|
|
691
|
|
||
Floating Rate Term Loan
(c)
|
March 2019
|
|
982
|
|
|
989
|
|
||
9¾% Senior Notes
|
March 2020
|
|
223
|
|
|
223
|
|
||
6% Euro-denominated Senior Notes
|
March 2021
|
|
586
|
|
|
344
|
|
||
5⅛% Senior Notes
|
June 2022
|
|
400
|
|
|
—
|
|
||
5½% Senior Notes
|
April 2023
|
|
500
|
|
|
500
|
|
||
|
|
|
3,304
|
|
|
3,360
|
|
||
Other
|
|
|
31
|
|
|
34
|
|
||
Total
|
|
|
3,335
|
|
|
3,394
|
|
||
Less: Short-term debt and current portion of long-term debt
|
|
|
88
|
|
|
89
|
|
||
Long-term debt
|
|
|
$
|
3,247
|
|
|
$
|
3,305
|
|
(a)
|
As of September 30, 2014, the 3½% convertible notes are convertible by the holders into approximately 4.0 million shares of the Company’s common stock.
|
(b)
|
The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of 2.98% at September 30, 2014; the Company has entered into an interest rate swap to hedge its interest rate exposure related to these notes at an aggregate rate of 3.58%.
|
(c)
|
The floating rate term loan is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. As of September 30, 2014, the floating term rate loan due 2019 bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points, for an aggregate rate of 3.00%. The Company has entered into a swap to hedge $600 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of 3.96%.
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Letters of Credit Issued
|
|
Available
Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
784
|
|
|
$
|
866
|
|
Other facilities
(b)
|
12
|
|
|
1
|
|
|
—
|
|
|
11
|
|
(a)
|
The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.
|
(b)
|
These facilities encompass bank overdraft lines of credit, bearing interest of 4.50% to 5.77% as of September 30, 2014.
|
10.
|
Debt Under Vehicle Programs and Borrowing Arrangements
|
|
As of
|
|
As of
|
||||
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
North America - Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
6,983
|
|
|
$
|
5,656
|
|
North America - Canadian borrowings
(a)(b)
|
556
|
|
|
400
|
|
||
International - Debt borrowings
(a)
|
1,231
|
|
|
731
|
|
||
International - Capital leases
(a)
|
427
|
|
|
289
|
|
||
Truck Rental - Debt borrowings
(c)
|
261
|
|
|
226
|
|
||
Other
|
42
|
|
|
35
|
|
||
Total
|
$
|
9,500
|
|
|
$
|
7,337
|
|
(a)
|
The increase reflects additional borrowings principally to fund a seasonal increase in the Company’s car rental fleet.
|
(b)
|
The increase includes additional borrowings to fund an increase in the Company’s fleet driven by the acquisition of its Budget licensee for Edmonton.
|
(c)
|
The increase reflects additional borrowings to acquire rental fleet.
|
|
Debt Under Vehicle Programs
|
||
Within 1 year
(a)
|
$
|
1,476
|
|
Between 1 and 2 years
|
3,155
|
|
|
Between 2 and 3 years
|
1,210
|
|
|
Between 3 and 4 years
|
1,688
|
|
|
Between 4 and 5 years
|
1,438
|
|
|
Thereafter
|
533
|
|
|
Total
|
$
|
9,500
|
|
(a)
|
Vehicle-backed debt maturing within one year primarily represents term asset-backed securities.
|
|
Total
Capacity
(a)
|
|
Outstanding
Borrowings
|
|
Available
Capacity
|
||||||
North America - Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
8,793
|
|
|
$
|
6,983
|
|
|
$
|
1,810
|
|
North America - Canadian borrowings
(c)
|
915
|
|
|
556
|
|
|
359
|
|
|||
International - Debt borrowings
(d)
|
1,550
|
|
|
1,231
|
|
|
319
|
|
|||
International - Capital leases
(e)
|
625
|
|
|
427
|
|
|
198
|
|
|||
Truck Rental - Debt borrowings
(f)
|
280
|
|
|
261
|
|
|
19
|
|
|||
Other
|
42
|
|
|
42
|
|
|
—
|
|
|||
Total
|
$
|
12,205
|
|
|
$
|
9,500
|
|
|
$
|
2,705
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by approximately $8.7 billion of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by $810 million of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by approximately $1.7 billion of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by $409 million of underlying vehicles and related assets.
|
(f)
|
The outstanding debt is collateralized by $359 million of underlying vehicles and related assets.
|
11.
|
Commitments and Contingencies
|
12.
|
Stockholders’ Equity
|
|
|
Currency
Translation
Adjustments
(a)
|
|
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges
(b)
|
|
Net Unrealized
Gains (Losses) on
Available-for
Sale Securities
(a)
|
|
Minimum
Pension
Liability
Adjustment
(c)
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||
Balance, January 1, 2014
|
$
|
166
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(52
|
)
|
|
$
|
117
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
(71
|
)
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
(73
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|||||
Net current-period other comprehensive income (loss)
|
(71
|
)
|
|
1
|
|
|
1
|
|
|
1
|
|
|
(68
|
)
|
||||||
Balance, September 30, 2014
|
$
|
95
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
(51
|
)
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, January 1, 2013
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(85
|
)
|
|
$
|
110
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
(21
|
)
|
|
1
|
|
|
1
|
|
|
13
|
|
|
(6
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||
Net current-period other comprehensive income (loss)
|
(21
|
)
|
|
1
|
|
|
1
|
|
|
19
|
|
|
—
|
|
||||||
Balance, September 30, 2013
|
$
|
172
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
(66
|
)
|
|
$
|
110
|
|
(a)
|
Amounts reclassified from accumulated other comprehensive income were not material for any period presented.
|
(b)
|
For the
three and nine
months ended
September 30, 2014
, amounts reclassified from accumulated other comprehensive income into interest expense were
$2 million
(
$1 million
, net of tax) and
$6 million
(
$4 million
, net of tax), respectively. For the
three and nine
months ended
September 30, 2013
, amounts reclassified from accumulated other comprehensive income were not material.
|
(c)
|
For the
three and nine
months ended September 30, 2014 amounts reclassified from accumulated other comprehensive income were not material. For the
three and nine
months ended
September 30, 2013
, amounts reclassified from accumulated other comprehensive income into selling, general and administrative expenses were
$10 million
(
$6 million
, net of tax).
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
$
|
192
|
|
|
$
|
118
|
|
|
$
|
222
|
|
|
$
|
44
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|||||||||
|
Currency translation adjustments (net of tax of $(18), $5, $(20), $5, respectively)
|
(79
|
)
|
|
39
|
|
|
(71
|
)
|
|
(21
|
)
|
||||
|
Net unrealized gain (loss) on available-for-sale securities (net of tax of $0, $0, $0, and $0, respectively)
|
—
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||
|
Net unrealized gain (loss) on cash flow hedges (net of tax of $(2), $0, $(1), $(1), respectively)
|
3
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
|
Minimum pension liability adjustment
(net of tax of $0, $(12), $0, and $(12), respectively)
|
—
|
|
|
19
|
|
|
1
|
|
|
19
|
|
||||
|
|
(76
|
)
|
|
60
|
|
|
(68
|
)
|
|
—
|
|
||||
Total comprehensive income
|
$
|
116
|
|
|
$
|
178
|
|
|
$
|
154
|
|
|
$
|
44
|
|
13.
|
Stock-Based Compensation
|
|
Nine Months Ended
September 30, |
||
|
2014
|
|
2013
|
Expected volatility of stock price
|
40%
|
|
43%
|
Risk-free interest rate
|
0.83%
|
|
0.39%
|
Expected term of awards
|
3 years
|
|
3 years
|
Dividend yield
|
0.0%
|
|
0.0%
|
|
|
Time-Based RSUs
|
|
Performance-Based and Market-Based RSUs
|
|
Cash Unit Awards
|
|||||||||||||||
|
|
Number of Shares
|
|
Weighted
Average Grant Date
Fair Value
|
|
Number of Shares
|
|
Weighted
Average Grant Date
Fair Value
|
|
Number of Units
|
|
Weighted
Average Grant Date
Fair Value
|
|||||||||
Outstanding at January 1, 2014
(a)
|
1,308
|
|
|
$
|
17.92
|
|
|
2,043
|
|
|
$
|
13.79
|
|
|
267
|
|
|
$
|
14.90
|
|
|
|
Granted
|
381
|
|
|
42.05
|
|
|
326
|
|
|
42.03
|
|
|
—
|
|
|
—
|
|
|||
|
Vested
(b)
|
(605
|
)
|
|
16.72
|
|
|
(436
|
)
|
|
10.91
|
|
|
—
|
|
|
—
|
|
|||
|
Forfeited/expired
|
(73
|
)
|
|
23.92
|
|
|
(42
|
)
|
|
20.25
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at September 30, 2014
(c)
|
1,011
|
|
|
$
|
27.27
|
|
|
1,891
|
|
|
$
|
19.19
|
|
|
267
|
|
|
$
|
14.90
|
|
(a)
|
Reflects the maximum number of stock units assuming achievement of all time-, performance- and market-vesting criteria and does not include those for non-employee directors. The weighted-average fair value of time-based RSUs, performance-based and market-based RSUs, and cash units granted during the nine months ended
September 30, 2013
was
$21.77
,
$20.03
and
$17.14
, respectively.
|
(b)
|
The total grant date fair value of RSUs vested during the nine months ended
September 30, 2014
and 2013 was
$15 million
and
$14 million
, respectively.
|
(c)
|
The Company’s outstanding time-based RSUs, performance-based and market-based RSUs, and cash units had aggregate intrinsic value of
$56 million
,
$104 million
and
$15 million
, respectively. Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to
$35 million
and will be recognized over a weighted average vesting period of
0.8
years. The Company assumes that substantially all outstanding awards will vest over time.
|
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value (in millions)
|
|
Weighted Average Remaining Contractual Term (years)
|
|||||
Outstanding at January 1, 2014
|
979
|
|
|
$
|
2.82
|
|
|
$
|
37
|
|
|
5.2
|
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
|
Exercised
|
(121
|
)
|
|
2.28
|
|
|
6
|
|
|
|
||
|
Forfeited/expired
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
Outstanding at September 30, 2014
(a)
|
858
|
|
|
2.90
|
|
|
45
|
|
|
4.5
|
|||
Exercisable at September 30, 2014
|
826
|
|
|
$
|
2.56
|
|
|
$
|
43
|
|
|
4.5
|
(a)
|
The Company assumes that substantially all outstanding stock options will vest over time.
|
14.
|
Financial Instruments
|
|
As of September 30, 2014
|
||
Interest rate caps
(a)
|
$
|
11,289
|
|
Interest rate swaps
|
1,874
|
|
|
Foreign exchange swaps
|
525
|
|
|
Foreign exchange forward contracts
|
104
|
|
|
|
|
||
Commodity contracts (millions of gallons of unleaded gasoline)
|
5
|
|
(a)
|
Represents $
9.3 billion
of interest rate caps sold, partially offset by approximately $
1.9 billion
of interest rate caps purchased. These amounts exclude $
7.4 billion
of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary as it is not consolidated by the Company.
|
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
||||||||||||
|
|
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)
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate caps
(b)
|
—
|
|
|
3
|
|
|
2
|
|
|
13
|
|
||||
|
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Foreign exchange swaps and forward contracts
(c)
|
8
|
|
|
4
|
|
|
3
|
|
|
5
|
|
||||
|
Commodity contracts
(c)
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
|
Total
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
19
|
|
(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.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate swaps
(a)
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Derivatives not designated as hedging instruments
(b)
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate caps
(c)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
5
|
|
||||
|
Foreign exchange swaps and forward contracts
(d)
|
22
|
|
|
(13
|
)
|
|
(7
|
)
|
|
22
|
|
||||
|
Commodity contracts
(e)
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
Total
|
$
|
23
|
|
|
$
|
(15
|
)
|
|
$
|
(7
|
)
|
|
$
|
28
|
|
(a)
|
Recognized, net of tax, as a component of other comprehensive income within stockholders’ equity.
|
(b)
|
Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.
|
(c)
|
Included in interest expense.
|
(d)
|
For the three months ended
September 30, 2014
, included a
$19 million
gain in interest expense and a
$3 million
gain in operating expense and for the
nine
months ended
September 30, 2014
, included a
$7 million
loss in interest expense. For the three months ended
September 30, 2013
included a
$16 million
loss in interest expense and a
$3 million
gain in operating expense and for the
nine
months ended
September 30, 2013
, included a
$13 million
gain in interest expense and a
$9 million
gain in operating expense.
|
(e)
|
Included in operating expense.
|
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
||||||||
Corporate debt
|
|
|
|
|
|
|
|
|||||||||
|
Short-term debt and current portion of long-term debt, excluding convertible debt
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
23
|
|
|
Convertible debt
|
65
|
|
|
221
|
|
|
66
|
|
|
159
|
|
||||
|
Long-term debt
|
3,247
|
|
|
3,268
|
|
|
3,305
|
|
|
3,416
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Debt under vehicle programs
|
|
|
|
|
|
|
|
|||||||||
|
Vehicle-backed debt due to Avis Budget Rental Car Funding
|
$
|
6,983
|
|
|
$
|
7,081
|
|
|
$
|
5,656
|
|
|
$
|
5,732
|
|
|
Vehicle-backed debt
|
2,514
|
|
|
2,517
|
|
|
1,668
|
|
|
1,675
|
|
||||
|
Interest rate swaps and interest rate contracts
(a)
|
3
|
|
|
3
|
|
|
13
|
|
|
13
|
|
(a)
|
Derivatives in a liability position.
|
15.
|
Segment Information
|
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
Revenues
|
|
Adjusted EBITDA
|
|
Revenues
(a)
|
|
Adjusted EBITDA
(b)
|
||||||||
North America
|
$
|
1,623
|
|
|
$
|
255
|
|
|
$
|
1,500
|
|
|
$
|
226
|
|
|||
International
|
815
|
|
|
160
|
|
|
786
|
|
|
149
|
|
|||||||
Truck Rental
|
104
|
|
|
18
|
|
|
109
|
|
|
19
|
|
|||||||
Corporate and Other
(c)
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(11
|
)
|
|||||||
|
Total Company
|
$
|
2,542
|
|
|
417
|
|
|
$
|
2,395
|
|
|
383
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less:
|
Non-vehicle related depreciation and amortization
|
|
46
|
|
|
|
|
39
|
|
|||||||||
|
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
||||||||||
|
|
|
Interest expense
|
|
|
50
|
|
|
|
|
57
|
|
||||||
|
|
|
Early extinguishment of debt
|
|
|
—
|
|
|
|
|
—
|
|
||||||
|
|
Transaction-related costs
|
|
|
7
|
|
|
|
|
10
|
|
|||||||
|
|
Restructuring expense
|
|
|
8
|
|
|
|
|
14
|
|
|||||||
|
|
Impairment
|
|
|
—
|
|
|
|
|
33
|
|
|||||||
Income before income taxes
|
|
|
$
|
306
|
|
|
|
|
$
|
230
|
|
(a)
|
Previously reported amounts were recast for a change in the Company’s reportable segments, decreasing North America revenues and increasing International revenues by
$13 million
in the three months ended
September 30, 2013
.
|
(b)
|
Amounts reflect a revision to the definition of Adjusted EBITDA to exclude restructuring expense, which resulted in an increase in Adjusted EBITDA in North America, International and Truck Rental of
$3 million
,
$5 million
and
$6
|
(c)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
Revenues
|
|
Adjusted EBITDA
|
|
Revenues
(a)
|
|
Adjusted EBITDA
(b)
|
||||||||
North America
|
$
|
4,286
|
|
|
$
|
526
|
|
|
$
|
3,877
|
|
|
$
|
434
|
|
|||
International
|
2,033
|
|
|
234
|
|
|
1,923
|
|
|
224
|
|
|||||||
Truck Rental
|
279
|
|
|
29
|
|
|
287
|
|
|
31
|
|
|||||||
Corporate and Other
(c)
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(35
|
)
|
|||||||
|
Total Company
|
$
|
6,598
|
|
|
747
|
|
|
$
|
6,087
|
|
|
654
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less:
|
Non-vehicle related depreciation and amortization
|
|
132
|
|
|
|
|
109
|
|
|||||||||
|
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
||||||||||
|
|
|
Interest expense
|
|
|
161
|
|
|
|
|
170
|
|
||||||
|
|
|
Early extinguishment of debt
|
|
|
56
|
|
|
|
|
131
|
|
||||||
|
|
Transaction-related costs
|
|
|
23
|
|
|
|
|
37
|
|
|||||||
|
|
Restructuring expense
|
|
|
16
|
|
|
|
|
39
|
|
|||||||
|
|
Impairment
|
|
|
—
|
|
|
|
|
33
|
|
|||||||
Income before income taxes
|
|
|
$
|
359
|
|
|
|
|
$
|
135
|
|
(a)
|
Previously reported amounts were recast for a change in the Company’s reportable segments, decreasing North America revenues and increasing International revenues by
$28 million
in the
nine
months ended
September 30, 2013
.
|
(b)
|
Amounts reflect the revised definition of Adjusted EBITDA to exclude restructuring expense, which resulted in an increase in Adjusted EBITDA in North America, International and Truck Rental of
$6 million
,
$14 million
and
$19 million
, respectively, and a change in the Company’s reportable segments, which resulted in an increase in North America Adjusted EBITDA and a decrease in International Adjusted EBITDA by
$1 million
in the
nine
months ended
September 30, 2013
.
|
(c)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
16.
|
Guarantor and Non-Guarantor Consolidating Condensed Financial Statements
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,161
|
|
|
$
|
649
|
|
|
$
|
—
|
|
|
$
|
1,810
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
327
|
|
|
988
|
|
|
(583
|
)
|
|
732
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
1,488
|
|
|
1,637
|
|
|
(583
|
)
|
|
2,542
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Operating
|
4
|
|
|
1
|
|
|
674
|
|
|
489
|
|
|
—
|
|
|
1,168
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
1
|
|
|
528
|
|
|
581
|
|
|
(528
|
)
|
|
582
|
|
|||||||
|
Selling, general and administrative
|
7
|
|
|
4
|
|
|
162
|
|
|
125
|
|
|
—
|
|
|
298
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
54
|
|
|
78
|
|
|
(55
|
)
|
|
77
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
—
|
|
|
27
|
|
|
19
|
|
|
—
|
|
|
46
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Interest expense
|
1
|
|
|
36
|
|
|
(1
|
)
|
|
14
|
|
|
—
|
|
|
50
|
|
||||||
|
|
Intercompany interest expense (income)
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||||
|
Transaction-related costs
|
—
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
7
|
|
|||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
8
|
|
|||||||
Total expenses
|
9
|
|
|
40
|
|
|
1,446
|
|
|
1,324
|
|
|
(583
|
)
|
|
2,236
|
|
||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(9
|
)
|
|
(40
|
)
|
|
42
|
|
|
313
|
|
|
—
|
|
|
306
|
|
||||||||
Provision for (benefit from) income taxes
|
(2
|
)
|
|
(21
|
)
|
|
91
|
|
|
46
|
|
|
—
|
|
|
114
|
|
||||||||
Equity in earnings of subsidiaries
|
199
|
|
|
218
|
|
|
267
|
|
|
—
|
|
|
(684
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
192
|
|
|
$
|
199
|
|
|
$
|
218
|
|
|
$
|
267
|
|
|
$
|
(684
|
)
|
|
$
|
192
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
116
|
|
|
$
|
123
|
|
|
$
|
140
|
|
|
$
|
189
|
|
|
$
|
(452
|
)
|
|
$
|
116
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,126
|
|
|
$
|
1,566
|
|
|
$
|
—
|
|
|
$
|
4,692
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
903
|
|
|
2,634
|
|
|
(1,631
|
)
|
|
1,906
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
4,029
|
|
|
4,200
|
|
|
(1,631
|
)
|
|
6,598
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
6
|
|
|
9
|
|
|
1,938
|
|
|
1,320
|
|
|
—
|
|
|
3,273
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
1
|
|
|
1,474
|
|
|
1,529
|
|
|
(1,472
|
)
|
|
1,532
|
|
|||||||
|
Selling, general and administrative
|
20
|
|
|
15
|
|
|
459
|
|
|
339
|
|
|
—
|
|
|
833
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
150
|
|
|
222
|
|
|
(159
|
)
|
|
213
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
1
|
|
|
82
|
|
|
49
|
|
|
—
|
|
|
132
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
2
|
|
|
124
|
|
|
1
|
|
|
34
|
|
|
—
|
|
|
161
|
|
||||||
|
|
Intercompany interest expense (income)
|
(9
|
)
|
|
(9
|
)
|
|
1
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||||
|
Transaction-related costs
|
—
|
|
|
6
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
23
|
|
|||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
3
|
|
|
13
|
|
|
—
|
|
|
16
|
|
|||||||
Total expenses
|
19
|
|
|
203
|
|
|
4,108
|
|
|
3,540
|
|
|
(1,631
|
)
|
|
6,239
|
|
||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(19
|
)
|
|
(203
|
)
|
|
(79
|
)
|
|
660
|
|
|
—
|
|
|
359
|
|
||||||||
Provision for (benefit from) income taxes
|
(5
|
)
|
|
(85
|
)
|
|
161
|
|
|
66
|
|
|
—
|
|
|
137
|
|
||||||||
Equity in earnings of subsidiaries
|
236
|
|
|
354
|
|
|
594
|
|
|
—
|
|
|
(1,184
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
222
|
|
|
$
|
236
|
|
|
$
|
354
|
|
|
$
|
594
|
|
|
$
|
(1,184
|
)
|
|
$
|
222
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
154
|
|
|
$
|
167
|
|
|
$
|
284
|
|
|
$
|
524
|
|
|
$
|
(975
|
)
|
|
$
|
154
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,100
|
|
|
$
|
634
|
|
|
$
|
—
|
|
|
$
|
1,734
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
308
|
|
|
740
|
|
|
(387
|
)
|
|
661
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
1,408
|
|
|
1,374
|
|
|
(387
|
)
|
|
2,395
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
2
|
|
|
5
|
|
|
672
|
|
|
463
|
|
|
—
|
|
|
1,142
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
338
|
|
|
382
|
|
|
(196
|
)
|
|
524
|
|
|||||||
|
Selling, general and administrative
|
9
|
|
|
1
|
|
|
155
|
|
|
109
|
|
|
—
|
|
|
274
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
48
|
|
|
74
|
|
|
(50
|
)
|
|
72
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
—
|
|
|
25
|
|
|
14
|
|
|
—
|
|
|
39
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
1
|
|
|
49
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
57
|
|
||||||
|
|
Intercompany interest expense (income)
|
(3
|
)
|
|
(7
|
)
|
|
1
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
|
Transaction-related costs
|
—
|
|
|
8
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
10
|
|
|||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||||
|
Impairment
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||||
Total expenses
|
9
|
|
|
89
|
|
|
1,246
|
|
|
1,067
|
|
|
(246
|
)
|
|
2,165
|
|
||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(9
|
)
|
|
(89
|
)
|
|
162
|
|
|
307
|
|
|
(141
|
)
|
|
230
|
|
||||||||
Provision for (benefit from) income taxes
|
(2
|
)
|
|
(21
|
)
|
|
93
|
|
|
42
|
|
|
—
|
|
|
112
|
|
||||||||
Equity in earnings of subsidiaries
|
125
|
|
|
193
|
|
|
124
|
|
|
—
|
|
|
(442
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
118
|
|
|
$
|
125
|
|
|
$
|
193
|
|
|
$
|
265
|
|
|
$
|
(583
|
)
|
|
$
|
118
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
178
|
|
|
$
|
183
|
|
|
$
|
250
|
|
|
$
|
303
|
|
|
$
|
(736
|
)
|
|
$
|
178
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,909
|
|
|
$
|
1,479
|
|
|
$
|
—
|
|
|
$
|
4,388
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
842
|
|
|
1,910
|
|
|
(1,053
|
)
|
|
1,699
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
3,751
|
|
|
3,389
|
|
|
(1,053
|
)
|
|
6,087
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
6
|
|
|
8
|
|
|
1,843
|
|
|
1,223
|
|
|
—
|
|
|
3,080
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
924
|
|
|
949
|
|
|
(486
|
)
|
|
1,387
|
|
|||||||
|
Selling, general and administrative
|
25
|
|
|
4
|
|
|
450
|
|
|
292
|
|
|
—
|
|
|
771
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
136
|
|
|
195
|
|
|
(136
|
)
|
|
195
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
1
|
|
|
71
|
|
|
37
|
|
|
—
|
|
|
109
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
3
|
|
|
147
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
170
|
|
||||||
|
|
Intercompany interest expense (income)
|
(9
|
)
|
|
(23
|
)
|
|
5
|
|
|
27
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
41
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
||||||
|
Transaction-related costs
|
1
|
|
|
21
|
|
|
1
|
|
|
14
|
|
|
—
|
|
|
37
|
|
|||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
23
|
|
|
16
|
|
|
—
|
|
|
39
|
|
|||||||
|
Impairment
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||||
Total expenses
|
67
|
|
|
281
|
|
|
3,453
|
|
|
2,773
|
|
|
(622
|
)
|
|
5,952
|
|
||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(67
|
)
|
|
(281
|
)
|
|
298
|
|
|
616
|
|
|
(431
|
)
|
|
135
|
|
||||||||
Provision for (benefit from) income taxes
|
(9
|
)
|
|
(96
|
)
|
|
141
|
|
|
55
|
|
|
—
|
|
|
91
|
|
||||||||
Equity in earnings of subsidiaries
|
102
|
|
|
287
|
|
|
130
|
|
|
—
|
|
|
(519
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
44
|
|
|
$
|
102
|
|
|
$
|
287
|
|
|
$
|
561
|
|
|
$
|
(950
|
)
|
|
$
|
44
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
44
|
|
|
$
|
101
|
|
|
$
|
285
|
|
|
$
|
542
|
|
|
$
|
(928
|
)
|
|
$
|
44
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
409
|
|
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
—
|
|
|
$
|
713
|
|
|
|
Receivables, net
|
—
|
|
|
1
|
|
|
174
|
|
|
484
|
|
|
—
|
|
|
659
|
|
|||||||
|
Deferred income taxes
|
1
|
|
|
—
|
|
|
156
|
|
|
20
|
|
|
(4
|
)
|
|
173
|
|
|||||||
|
Other current assets
|
4
|
|
|
83
|
|
|
82
|
|
|
421
|
|
|
—
|
|
|
590
|
|
|||||||
Total current assets
|
6
|
|
|
493
|
|
|
412
|
|
|
1,228
|
|
|
(4
|
)
|
|
2,135
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
104
|
|
|
321
|
|
|
198
|
|
|
—
|
|
|
623
|
|
||||||||
Deferred income taxes
|
19
|
|
|
896
|
|
|
144
|
|
|
—
|
|
|
(17
|
)
|
|
1,042
|
|
||||||||
Goodwill
|
—
|
|
|
—
|
|
|
315
|
|
|
368
|
|
|
—
|
|
|
683
|
|
||||||||
Other intangibles, net
|
—
|
|
|
40
|
|
|
511
|
|
|
346
|
|
|
—
|
|
|
897
|
|
||||||||
Other non-current assets
|
107
|
|
|
80
|
|
|
22
|
|
|
142
|
|
|
—
|
|
|
351
|
|
||||||||
Intercompany receivables
|
202
|
|
|
339
|
|
|
891
|
|
|
726
|
|
|
(2,158
|
)
|
|
—
|
|
||||||||
Investment in subsidiaries
|
600
|
|
|
3,161
|
|
|
3,420
|
|
|
—
|
|
|
(7,181
|
)
|
|
—
|
|
||||||||
Total assets exclusive of assets under vehicle programs
|
934
|
|
|
5,113
|
|
|
6,036
|
|
|
3,008
|
|
|
(9,360
|
)
|
|
5,731
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|||||||
|
Vehicles, net
|
—
|
|
|
6
|
|
|
92
|
|
|
11,386
|
|
|
—
|
|
|
11,484
|
|
|||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
—
|
|
|
2
|
|
|
628
|
|
|
—
|
|
|
630
|
|
|||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
|||||||
|
|
|
—
|
|
|
6
|
|
|
94
|
|
|
12,465
|
|
|
—
|
|
|
12,565
|
|
||||||
Total assets
|
$
|
934
|
|
|
$
|
5,119
|
|
|
$
|
6,130
|
|
|
$
|
15,473
|
|
|
$
|
(9,360
|
)
|
|
$
|
18,296
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Accounts payable and other current liabilities
|
$
|
38
|
|
|
$
|
222
|
|
|
$
|
522
|
|
|
$
|
901
|
|
|
$
|
(4
|
)
|
|
$
|
1,679
|
|
|
|
Short-term debt and current portion of long-term debt
|
65
|
|
|
14
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
88
|
|
|||||||
Total current liabilities
|
103
|
|
|
236
|
|
|
528
|
|
|
904
|
|
|
(4
|
)
|
|
1,767
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,655
|
|
|
7
|
|
|
585
|
|
|
—
|
|
|
3,247
|
|
||||||||
Other non-current liabilities
|
99
|
|
|
96
|
|
|
230
|
|
|
423
|
|
|
(17
|
)
|
|
831
|
|
||||||||
Intercompany payables
|
—
|
|
|
1,528
|
|
|
308
|
|
|
322
|
|
|
(2,158
|
)
|
|
—
|
|
||||||||
Total liabilities exclusive of liabilities under vehicle programs
|
202
|
|
|
4,515
|
|
|
1,073
|
|
|
2,234
|
|
|
(2,179
|
)
|
|
5,845
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Debt
|
—
|
|
|
4
|
|
|
86
|
|
|
2,427
|
|
|
—
|
|
|
2,517
|
|
|||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
6,983
|
|
|
—
|
|
|
6,983
|
|
|||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,810
|
|
|
190
|
|
|
—
|
|
|
2,000
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
||||||||
|
|
|
—
|
|
|
4
|
|
|
1,896
|
|
|
9,819
|
|
|
—
|
|
|
11,719
|
|
||||||
Total stockholders’ equity
|
732
|
|
|
600
|
|
|
3,161
|
|
|
3,420
|
|
|
(7,181
|
)
|
|
732
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
934
|
|
|
$
|
5,119
|
|
|
$
|
6,130
|
|
|
$
|
15,473
|
|
|
$
|
(9,360
|
)
|
|
$
|
18,296
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
14
|
|
|
$
|
242
|
|
|
$
|
12
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
150
|
|
|
469
|
|
|
—
|
|
|
619
|
|
|||||||
|
Deferred income taxes
|
1
|
|
|
—
|
|
|
156
|
|
|
21
|
|
|
(1
|
)
|
|
177
|
|
|||||||
|
Other current assets
|
4
|
|
|
80
|
|
|
82
|
|
|
289
|
|
|
—
|
|
|
455
|
|
|||||||
Total current assets
|
19
|
|
|
322
|
|
|
400
|
|
|
1,204
|
|
|
(1
|
)
|
|
1,944
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
109
|
|
|
312
|
|
|
193
|
|
|
—
|
|
|
614
|
|
||||||||
Deferred income taxes
|
20
|
|
|
1,142
|
|
|
141
|
|
|
—
|
|
|
(4
|
)
|
|
1,299
|
|
||||||||
Goodwill
|
—
|
|
|
—
|
|
|
342
|
|
|
349
|
|
|
—
|
|
|
691
|
|
||||||||
Other intangibles, net
|
—
|
|
|
41
|
|
|
519
|
|
|
363
|
|
|
—
|
|
|
923
|
|
||||||||
Other non-current assets
|
104
|
|
|
96
|
|
|
18
|
|
|
143
|
|
|
—
|
|
|
361
|
|
||||||||
Intercompany receivables
|
145
|
|
|
210
|
|
|
853
|
|
|
331
|
|
|
(1,539
|
)
|
|
—
|
|
||||||||
Investment in subsidiaries
|
671
|
|
|
2,900
|
|
|
3,347
|
|
|
—
|
|
|
(6,918
|
)
|
|
—
|
|
||||||||
Total assets exclusive of assets under vehicle programs
|
959
|
|
|
4,820
|
|
|
5,932
|
|
|
2,583
|
|
|
(8,462
|
)
|
|
5,832
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
116
|
|
|||||||
|
Vehicles, net
|
—
|
|
|
10
|
|
|
9
|
|
|
9,563
|
|
|
—
|
|
|
9,582
|
|
|||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
—
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
|||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|
—
|
|
|
363
|
|
|||||||
|
|
|
—
|
|
|
10
|
|
|
9
|
|
|
10,433
|
|
|
—
|
|
|
10,452
|
|
||||||
Total assets
|
$
|
959
|
|
|
$
|
4,830
|
|
|
$
|
5,941
|
|
|
$
|
13,016
|
|
|
$
|
(8,462
|
)
|
|
$
|
16,284
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Accounts payable and other current liabilities
|
$
|
25
|
|
|
$
|
238
|
|
|
$
|
487
|
|
|
$
|
730
|
|
|
$
|
(1
|
)
|
|
$
|
1,479
|
|
|
|
Short-term debt and current portion of long-term debt
|
65
|
|
|
14
|
|
|
3
|
|
|
7
|
|
|
—
|
|
|
89
|
|
|||||||
Total current liabilities
|
90
|
|
|
252
|
|
|
490
|
|
|
737
|
|
|
(1
|
)
|
|
1,568
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,955
|
|
|
6
|
|
|
344
|
|
|
—
|
|
|
3,305
|
|
||||||||
Other non-current liabilities
|
98
|
|
|
96
|
|
|
221
|
|
|
436
|
|
|
(4
|
)
|
|
847
|
|
||||||||
Intercompany payables
|
—
|
|
|
844
|
|
|
340
|
|
|
355
|
|
|
(1,539
|
)
|
|
—
|
|
||||||||
Total liabilities exclusive of liabilities under vehicle programs
|
188
|
|
|
4,147
|
|
|
1,057
|
|
|
1,872
|
|
|
(1,544
|
)
|
|
5,720
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Debt
|
—
|
|
|
11
|
|
|
—
|
|
|
1,670
|
|
|
—
|
|
|
1,681
|
|
|||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
5,656
|
|
|
—
|
|
|
5,656
|
|
|||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,984
|
|
|
193
|
|
|
—
|
|
|
2,177
|
|
|||||||
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
279
|
|
|||||||
|
|
|
—
|
|
|
12
|
|
|
1,984
|
|
|
7,797
|
|
|
—
|
|
|
9,793
|
|
||||||
Total stockholders’ equity
|
771
|
|
|
671
|
|
|
2,900
|
|
|
3,347
|
|
|
(6,918
|
)
|
|
771
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
959
|
|
|
$
|
4,830
|
|
|
$
|
5,941
|
|
|
$
|
13,016
|
|
|
$
|
(8,462
|
)
|
|
$
|
16,284
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by operating activities
|
$
|
1
|
|
|
$
|
728
|
|
|
$
|
58
|
|
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
2,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(12
|
)
|
|
(60
|
)
|
|
(55
|
)
|
|
—
|
|
|
(127
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
9
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
||||||
Other, net
|
191
|
|
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
(191
|
)
|
|
(9
|
)
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
191
|
|
|
(17
|
)
|
|
(61
|
)
|
|
(198
|
)
|
|
(191
|
)
|
|
(276
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Investment in vehicles
|
—
|
|
|
(6
|
)
|
|
(91
|
)
|
|
(9,738
|
)
|
|
—
|
|
|
(9,835
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
7
|
|
|
—
|
|
|
6,528
|
|
|
—
|
|
|
6,535
|
|
||||||
|
—
|
|
|
1
|
|
|
(91
|
)
|
|
(3,187
|
)
|
|
—
|
|
|
(3,277
|
)
|
||||||
Net cash provided by (used in) investing activities
|
191
|
|
|
(16
|
)
|
|
(152
|
)
|
|
(3,385
|
)
|
|
(191
|
)
|
|
(3,553
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
400
|
|
|
—
|
|
|
296
|
|
|
—
|
|
|
696
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(747
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(751
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Repurchases of common stock
|
(204
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Other, net
|
(1
|
)
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
191
|
|
|
(1
|
)
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(205
|
)
|
|
(545
|
)
|
|
(4
|
)
|
|
288
|
|
|
191
|
|
|
(275
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
88
|
|
|
11,774
|
|
|
—
|
|
|
11,862
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(10,049
|
)
|
|
—
|
|
|
(10,050
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(16
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
|
—
|
|
|
—
|
|
|
86
|
|
|
1,709
|
|
|
—
|
|
|
1,795
|
|
||||||
Net cash provided by (used in) financing activities
|
(205
|
)
|
|
(545
|
)
|
|
82
|
|
|
1,997
|
|
|
191
|
|
|
1,520
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) in cash and cash equivalents
|
(13
|
)
|
|
167
|
|
|
(12
|
)
|
|
(122
|
)
|
|
—
|
|
|
20
|
|
||||||
Cash and cash equivalents, beginning of period
|
14
|
|
|
242
|
|
|
12
|
|
|
425
|
|
|
—
|
|
|
693
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
1
|
|
|
$
|
409
|
|
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
—
|
|
|
$
|
713
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(5
|
)
|
|
$
|
455
|
|
|
$
|
2
|
|
|
$
|
1,294
|
|
|
$
|
(3
|
)
|
|
$
|
1,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(17
|
)
|
|
(43
|
)
|
|
(32
|
)
|
|
—
|
|
|
(92
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
4
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
13
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
(563
|
)
|
|
8
|
|
|
24
|
|
|
—
|
|
|
(531
|
)
|
||||||
Intercompany loan receipts
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
||||||
Other, net
|
109
|
|
|
(13
|
)
|
|
47
|
|
|
3
|
|
|
(109
|
)
|
|
37
|
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
109
|
|
|
(519
|
)
|
|
12
|
|
|
4
|
|
|
(179
|
)
|
|
(573
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
|
(173
|
)
|
||||||
Investment in vehicles
|
—
|
|
|
(40
|
)
|
|
(2
|
)
|
|
(8,823
|
)
|
|
—
|
|
|
(8,865
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
22
|
|
|
—
|
|
|
6,371
|
|
|
—
|
|
|
6,393
|
|
||||||
|
—
|
|
|
(18
|
)
|
|
(2
|
)
|
|
(2,625
|
)
|
|
—
|
|
|
(2,645
|
)
|
||||||
Net cash provided by (used in) investing activities
|
109
|
|
|
(537
|
)
|
|
10
|
|
|
(2,621
|
)
|
|
(179
|
)
|
|
(3,218
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
2,400
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
2,725
|
|
||||||
Payments on long-term borrowings
|
(94
|
)
|
|
(2,248
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2,344
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Purchase of warrants
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||||
Proceeds from sale of call options
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||||
Repurchases of common stock
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||||
Intercompany loan payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
70
|
|
|
—
|
|
||||||
Debt financing fees
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Other, net
|
2
|
|
|
(109
|
)
|
|
—
|
|
|
(3
|
)
|
|
112
|
|
|
2
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(102
|
)
|
|
14
|
|
|
(2
|
)
|
|
213
|
|
|
182
|
|
|
305
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
10,266
|
|
|
—
|
|
|
10,266
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,079
|
)
|
|
—
|
|
|
(9,079
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
||||||
|
—
|
|
|
—
|
|
|
—
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
||||||
Net cash provided by (used in) financing activities
|
(102
|
)
|
|
14
|
|
|
(2
|
)
|
|
1,374
|
|
|
182
|
|
|
1,466
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) in cash and cash equivalents
|
2
|
|
|
(68
|
)
|
|
10
|
|
|
39
|
|
|
—
|
|
|
(17
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
102
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
606
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
7
|
|
|
$
|
34
|
|
|
$
|
10
|
|
|
$
|
538
|
|
|
$
|
—
|
|
|
$
|
589
|
|
17.
|
Subsequent Events
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
OVERVIEW
|
•
|
time and mileage (“T&M”) fees charged to our customers for vehicle rentals;
|
•
|
payments from our customers with respect to certain operating expenses we incur, including gasoline and vehicle licensing fees, as well as concession fees, which we pay in exchange for the right to operate at airports and other locations;
|
•
|
sales of loss damage waivers and insurance and rentals of navigation units and other items in conjunction with vehicle rentals; and
|
•
|
royalty revenue from our licensees in conjunction with their vehicle rental transactions.
|
•
|
general travel demand, including worldwide enplanements;
|
•
|
fleet, pricing, marketing and strategic decisions made by us and by our competitors;
|
•
|
changes in fleet costs and in conditions in the used vehicle marketplace, as well as manufacturer recalls;
|
•
|
changes in borrowing costs and in market willingness to purchase corporate and vehicle-related debt;
|
•
|
our acquisitions, our integration of acquired operations and our realization of synergies, particularly with respect to Zipcar and Avis Europe;
|
•
|
demand for car sharing services;
|
•
|
changes in the price of gasoline;
|
•
|
changes in currency exchange rates; and
|
•
|
demand for truck rentals.
|
•
|
Our net revenues increased
8%
year-over-year to
$6.6 billion
in
2014
.
|
•
|
Pricing (our average T&M revenue per rental day) increased
2%
in North America, driven by increases in both commercial and leisure pricing.
|
•
|
Adjusted EBITDA increased
14%
to
$747 million
in
2014
, primarily as a result of higher rental volumes and increased year-over-year pricing in North America.
|
•
|
We redeemed all $687 million of our outstanding 8¼% Senior Notes due January 2019 using the proceeds from our issuance of $400 million of 5⅛% Senior Notes due 2022 and €200 million of additional euro-denominated 6% Senior Notes due 2021.
|
•
|
We repurchased
$210 million
of our common stock, reducing our shares outstanding by approximately 4.0 million shares.
|
•
|
We acquired our Budget licensee in Edmonton, Alberta, Canada, and also re-acquired the right to operate the Budget brand in Portugal.
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
|
|
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
1,810
|
|
|
$
|
1,734
|
|
|
$
|
76
|
|
|
4
|
%
|
||
|
Other
|
732
|
|
|
661
|
|
|
71
|
|
|
11
|
%
|
|||||
Net revenues
|
2,542
|
|
|
2,395
|
|
|
147
|
|
|
6
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
1,168
|
|
|
1,142
|
|
|
26
|
|
|
2
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
582
|
|
|
524
|
|
|
58
|
|
|
11
|
%
|
|||||
|
Selling, general and administrative
|
298
|
|
|
274
|
|
|
24
|
|
|
9
|
%
|
|||||
|
Vehicle interest, net
|
77
|
|
|
72
|
|
|
5
|
|
|
7
|
%
|
|||||
|
Non-vehicle related depreciation and amortization
|
46
|
|
|
39
|
|
|
7
|
|
|
18
|
%
|
|||||
|
Interest expense related to corporate debt, net
|
50
|
|
|
57
|
|
|
(7
|
)
|
|
(12
|
%)
|
|||||
|
Transaction-related costs
|
7
|
|
|
10
|
|
|
(3
|
)
|
|
(30
|
%)
|
|||||
|
Restructuring expense
|
8
|
|
|
14
|
|
|
(6
|
)
|
|
(43
|
%)
|
|||||
|
Impairment
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
*
|
|
|||||
Total expenses
|
2,236
|
|
|
2,165
|
|
|
71
|
|
|
3
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
306
|
|
|
230
|
|
|
76
|
|
|
33
|
%
|
||||||
Provision for income taxes
|
114
|
|
|
112
|
|
|
2
|
|
|
2
|
%
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
192
|
|
|
$
|
118
|
|
|
$
|
74
|
|
|
63
|
%
|
*
|
Not meaningful.
|
•
|
Operating expenses decreased to 46.0% from 47.7% of revenue, driven by increased rental volumes and higher pricing.
|
•
|
Vehicle depreciation and lease charges increased to 22.9% of revenue from 21.9% compared to
third
quarter
2013
, primarily due to increased per-unit fleet costs.
|
•
|
Selling, general and administrative costs increased to 11.7% of revenue from 11.4% in
third
quarter
2013
, primarily due to increased marketing expenses.
|
•
|
Vehicle interest costs, at 3.0% of revenue, remained level compared to the prior-year period.
|
|
|
|
|
Revenues
|
|
Adjusted EBITDA
|
||||||||||||||||||
|
|
|
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
North America
|
$
|
1,623
|
|
|
$
|
1,500
|
|
|
8
|
%
|
|
$
|
255
|
|
|
$
|
226
|
|
|
13
|
%
|
|||
International
|
815
|
|
|
786
|
|
|
4
|
%
|
|
160
|
|
|
149
|
|
|
7
|
%
|
|||||||
Truck Rental
|
104
|
|
|
109
|
|
|
(5
|
%)
|
|
18
|
|
|
19
|
|
|
(5
|
%)
|
|||||||
Corporate and Other
(a)
|
—
|
|
|
—
|
|
|
*
|
|
|
(16
|
)
|
|
(11
|
)
|
|
*
|
|
|||||||
|
Total Company
|
$
|
2,542
|
|
|
$
|
2,395
|
|
|
6
|
%
|
|
417
|
|
|
383
|
|
|
9
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less:
|
Non-vehicle related depreciation and amortization
|
|
46
|
|
|
39
|
|
|
|
|||||||||||||||
|
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Interest expense
|
|
50
|
|
|
57
|
|
|
|
|||||||||||||
|
|
Transaction-related costs
(b)
|
|
7
|
|
|
10
|
|
|
|
||||||||||||||
|
|
Restructuring expense
|
|
8
|
|
|
14
|
|
|
|
||||||||||||||
|
|
Impairment
|
|
—
|
|
|
33
|
|
|
|
||||||||||||||
Income before income taxes
|
|
$
|
306
|
|
|
$
|
230
|
|
|
|
*
|
Not meaningful.
|
(a)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
(b)
|
Primarily comprised of acquisition- and integration-related expenses.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
1,623
|
|
|
$
|
1,500
|
|
|
8
|
%
|
Adjusted EBITDA
|
|
255
|
|
|
226
|
|
|
13
|
%
|
•
|
Operating expenses were 45.0% of revenue, compared to 47.0% in the prior-year period, driven by increased rental volumes and higher pricing.
|
•
|
Vehicle depreciation and lease charges increased to 25.4% of revenue from 23.9% in
third
quarter
2013
, due to 6% higher per-unit fleet costs and lower utilization, as a result of manufacturer recalls, partially offset by increased pricing.
|
•
|
Selling, general and administrative costs decreased to 10.3% of revenue from 10.5% of revenue in the prior-year period.
|
•
|
Vehicle interest costs increased to 3.7% of revenue compared to 3.6% in
third
quarter
2013
.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
815
|
|
|
$
|
786
|
|
|
4
|
%
|
Adjusted EBITDA
|
|
160
|
|
|
149
|
|
|
7
|
%
|
•
|
Operating expenses were 46.1% of revenue, a decrease from 46.9% in the prior-year period, primarily due to increased ancillary revenues.
|
•
|
Vehicle depreciation and lease charges decreased to 18.7% of revenue from 19.7% compared to
third
quarter
2013
, driven by increased ancillary revenues.
|
•
|
Selling, general and administrative costs increased to 13.7% of revenue from 12.5% in the prior-year period, primarily due to our planned increase in spending for advertising and brand investment.
|
•
|
Vehicle interest costs decreased to 1.8% of revenue compared to 2.0% in
third
quarter
2013
.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
104
|
|
|
$
|
109
|
|
|
(5
|
%)
|
Adjusted EBITDA
|
|
18
|
|
|
19
|
|
|
(5
|
%)
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
|||||||||
|
|
|
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
4,692
|
|
|
$
|
4,388
|
|
|
$
|
304
|
|
|
7
|
%
|
||
|
Other
|
1,906
|
|
|
1,699
|
|
|
207
|
|
|
12
|
%
|
|||||
Net revenues
|
6,598
|
|
|
6,087
|
|
|
511
|
|
|
8
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
3,273
|
|
|
3,080
|
|
|
193
|
|
|
6
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
1,532
|
|
|
1,387
|
|
|
145
|
|
|
10
|
%
|
|||||
|
Selling, general and administrative
|
833
|
|
|
771
|
|
|
62
|
|
|
8
|
%
|
|||||
|
Vehicle interest, net
|
213
|
|
|
195
|
|
|
18
|
|
|
9
|
%
|
|||||
|
Non-vehicle related depreciation and amortization
|
132
|
|
|
109
|
|
|
23
|
|
|
21
|
%
|
|||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|||||||||
|
|
Interest expense
|
161
|
|
|
170
|
|
|
(9
|
)
|
|
(5
|
%)
|
||||
|
|
Early extinguishment of debt
|
56
|
|
|
131
|
|
|
(75
|
)
|
|
(57
|
%)
|
||||
|
Transaction-related costs
|
23
|
|
|
37
|
|
|
(14
|
)
|
|
(38
|
%)
|
|||||
|
Restructuring expense
|
16
|
|
|
39
|
|
|
(23
|
)
|
|
(59
|
%)
|
|||||
|
Impairment
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
*
|
|
|||||
Total expenses
|
6,239
|
|
|
5,952
|
|
|
287
|
|
|
5
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
359
|
|
|
135
|
|
|
224
|
|
|
*
|
|
||||||
Provision for income taxes
|
137
|
|
|
91
|
|
|
46
|
|
|
51
|
%
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
222
|
|
|
$
|
44
|
|
|
$
|
178
|
|
|
*
|
|
*
|
Not meaningful.
|
•
|
Operating expenses decreased to 49.6% of revenue from 50.6% in the first nine months of
2013
, driven by increased rental volumes and higher pricing.
|
•
|
Vehicle depreciation and lease charges increased to 23.2% of revenue from 22.8% in the first nine months of
2013
, principally due to higher per-unit fleet costs.
|
•
|
Selling, general and administrative costs decreased to 12.6% of revenue from 12.7% in the first nine months of
2013
.
|
•
|
Vehicle interest costs, at 3.2% of revenue, remained level compared to the prior-year period.
|
|
|
|
|
Revenues
|
|
Adjusted EBITDA
|
||||||||||||||||||
|
|
|
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
North America
|
$
|
4,286
|
|
|
$
|
3,877
|
|
|
11
|
%
|
|
$
|
526
|
|
|
$
|
434
|
|
|
21
|
%
|
|||
International
|
2,033
|
|
|
1,923
|
|
|
6
|
%
|
|
234
|
|
|
224
|
|
|
4
|
%
|
|||||||
Truck Rental
|
279
|
|
|
287
|
|
|
(3
|
%)
|
|
29
|
|
|
31
|
|
|
(6
|
%)
|
|||||||
Corporate and Other
(a)
|
—
|
|
|
—
|
|
|
*
|
|
|
(42
|
)
|
|
(35
|
)
|
|
*
|
|
|||||||
|
Total Company
|
$
|
6,598
|
|
|
$
|
6,087
|
|
|
8
|
%
|
|
747
|
|
|
654
|
|
|
14
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less:
|
Non-vehicle related depreciation and amortization
|
|
132
|
|
|
109
|
|
|
|
|||||||||||||||
|
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Interest expense
|
|
161
|
|
|
170
|
|
|
|
|||||||||||||
|
|
|
Early extinguishment of debt
|
|
56
|
|
|
131
|
|
|
|
|||||||||||||
|
|
Transaction-related costs
(b)
|
|
23
|
|
|
37
|
|
|
|
||||||||||||||
|
|
Restructuring expense
|
|
16
|
|
|
39
|
|
|
|
||||||||||||||
|
|
Impairment
|
|
—
|
|
|
33
|
|
|
|
||||||||||||||
Income before income taxes
|
|
$
|
359
|
|
|
$
|
135
|
|
|
|
*
|
Not meaningful.
|
(a)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
(b)
|
Primarily comprised of acquisition- and integration-related expenses.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
4,286
|
|
|
$
|
3,877
|
|
|
11
|
%
|
Adjusted EBITDA
|
|
526
|
|
|
434
|
|
|
21
|
%
|
•
|
Operating expenses were 47.9% of revenue, a decrease from 48.8% in the prior-year period, driven by increased rental volumes and higher pricing.
|
•
|
Vehicle depreciation and lease charges increased to 25.1% of revenue from 24.7% in first nine months of
2014
compared to
2013
, due to higher per-unit fleet costs.
|
•
|
Selling, general and administrative costs decreased to 10.8% of revenue from 11.5% in the prior-year period, principally due to lower marketing expenses.
|
•
|
Vehicle interest costs, at 3.9% of revenue, remained level compared to the prior-year period.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
2,033
|
|
|
$
|
1,923
|
|
|
6
|
%
|
Adjusted EBITDA
|
|
234
|
|
|
224
|
|
|
4
|
%
|
•
|
Operating expenses were 51.4% of revenue, a decrease from 51.9% in the prior-year period, primarily due to increased ancillary revenues.
|
•
|
Vehicle depreciation and lease charges decreased to 19.9% of revenue from 20.6% compared to the prior year period, driven by increased ancillary revenues.
|
•
|
Selling, general and administrative costs increased to 15.2% of revenue from 14.0% in the prior-year period, primarily due to our planned increase in spending for advertising and brand investment.
|
•
|
Vehicle interest costs, at 1.9% of revenue, remained level compared to the prior-year period.
|
|
|
2014
|
|
2013
|
|
% Change
|
|||||
Revenue
|
|
$
|
279
|
|
|
$
|
287
|
|
|
(3
|
%)
|
Adjusted EBITDA
|
|
29
|
|
|
31
|
|
|
(6
|
%)
|
|
|
September 30,
2014 |
|
December 31,
2013 |
|
Change
|
||||||
Total assets exclusive of assets under vehicle programs
|
|
$
|
5,731
|
|
|
$
|
5,832
|
|
|
$
|
(101
|
)
|
Total liabilities exclusive of liabilities under vehicle programs
|
|
5,845
|
|
|
5,720
|
|
|
125
|
|
|||
Assets under vehicle programs
|
|
12,565
|
|
|
10,452
|
|
|
2,113
|
|
|||
Liabilities under vehicle programs
|
|
11,719
|
|
|
9,793
|
|
|
1,926
|
|
|||
Stockholders’ equity
|
|
732
|
|
|
771
|
|
|
(39
|
)
|
|
|
Nine Months Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
|||||||
|
Operating activities
|
$
|
2,067
|
|
|
$
|
1,743
|
|
|
$
|
324
|
|
|
Investing activities
|
(3,553
|
)
|
|
(3,218
|
)
|
|
(335
|
)
|
|||
|
Financing activities
|
1,520
|
|
|
1,466
|
|
|
54
|
|
|||
Effect of exchange rate changes
|
(14
|
)
|
|
(8
|
)
|
|
(6
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
20
|
|
|
(17
|
)
|
|
37
|
|
||||
Cash and cash equivalents, beginning of period
|
693
|
|
|
606
|
|
|
87
|
|
||||
Cash and cash equivalents, end of period
|
$
|
713
|
|
|
$
|
589
|
|
|
$
|
124
|
|
|
|
|
As of
|
|
As of
|
||||
|
Maturity
Dates
|
|
September 30,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
|||||
3½% Convertible Notes
(a)
|
October 2014
|
|
$
|
65
|
|
|
$
|
66
|
|
4⅞% Senior Notes
|
November 2017
|
|
300
|
|
|
300
|
|
||
Floating Rate Senior Notes
(b)
|
December 2017
|
|
248
|
|
|
247
|
|
||
8¼% Senior Notes
|
January 2019
|
|
—
|
|
|
691
|
|
||
Floating Rate Term Loan
(c)
|
March 2019
|
|
982
|
|
|
989
|
|
||
9¾% Senior Notes
|
March 2020
|
|
223
|
|
|
223
|
|
||
6% Euro-denominated Senior Notes
|
March 2021
|
|
586
|
|
|
344
|
|
||
5⅛% Senior Notes
|
June 2022
|
|
400
|
|
|
—
|
|
||
5½% Senior Notes
|
April 2023
|
|
500
|
|
|
500
|
|
||
|
|
|
3,304
|
|
|
3,360
|
|
||
Other
|
|
|
31
|
|
|
34
|
|
||
Total
|
|
|
$
|
3,335
|
|
|
$
|
3,394
|
|
(a)
|
As of September 30, 2014, the 3½% convertible notes are convertible by the holders into approximately 4.0 million shares of the Company’s common stock.
|
(b)
|
The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of 2.98% at September 30, 2014; the Company has entered into an interest rate swap to hedge its interest rate exposure related to these notes at an aggregate rate of 3.58%.
|
(c)
|
The floating rate term loan is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. As of September 30, 2014, the floating term rate loan due 2019 bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points, for an aggregate rate of 3.00%. The Company has entered into a swap to hedge $600 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of 3.96%.
|
|
As of
|
|
As of
|
||||
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
North America - Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
6,983
|
|
|
$
|
5,656
|
|
North America - Canadian borrowings
(a)( b)
|
556
|
|
|
400
|
|
||
International - Debt borrowings
(a)
|
1,231
|
|
|
731
|
|
||
International - Capital leases
(a)
|
427
|
|
|
289
|
|
||
Truck Rental - Debt borrowings
(c)
|
261
|
|
|
226
|
|
||
Other
|
42
|
|
|
35
|
|
||
Total
|
$
|
9,500
|
|
|
$
|
7,337
|
|
(a)
|
The increase reflects additional borrowings principally to fund a seasonal increase in the Company’s car rental fleet.
|
(b)
|
The increase includes additional borrowings to fund an increase in the Company’s fleet driven by the acquisition of its Budget licensee for Edmonton.
|
(c)
|
The increase reflects additional borrowings to acquire rental fleet.
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Letters of
Credit Issued
|
|
Available
Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
784
|
|
|
$
|
866
|
|
Other facilities
(b)
|
12
|
|
|
1
|
|
|
—
|
|
|
11
|
|
(a)
|
The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.
|
(b)
|
These facilities encompass bank overdraft lines of credit, bearing interest of 4.50% to 5.77% as of September 30, 2014.
|
|
Total
Capacity
(a)
|
|
Outstanding
Borrowings
|
|
Available
Capacity
|
||||||
North America - Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
8,793
|
|
|
$
|
6,983
|
|
|
$
|
1,810
|
|
North America - Canadian borrowings
(c)
|
915
|
|
|
556
|
|
|
359
|
|
|||
International - Debt borrowings
(d)
|
1,550
|
|
|
1,231
|
|
|
319
|
|
|||
International - Capital leases
(e)
|
625
|
|
|
427
|
|
|
198
|
|
|||
Truck Rental - Debt borrowings
(f)
|
280
|
|
|
261
|
|
|
19
|
|
|||
Other
|
42
|
|
|
42
|
|
|
—
|
|
|||
Total
|
$
|
12,205
|
|
|
$
|
9,500
|
|
|
$
|
2,705
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by approximately $8.7 billion of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by $810 million of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by approximately $1.7 billion of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by $409 million of underlying vehicles and related assets.
|
(f)
|
The outstanding debt is collateralized by $359 million of underlying vehicles and related assets.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
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 period ended
September 30, 2014
.
|
(b)
|
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 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Total Number of Shares Purchased
(a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
July 1-31, 2014
|
368,781
|
|
|
$
|
59.65
|
|
|
368,781
|
|
|
$
|
212,556,700
|
|
August 1-31, 2014
|
92,031
|
|
|
64.11
|
|
|
92,031
|
|
|
206,656,940
|
|
||
September 1-30, 2014
|
522,697
|
|
|
62.36
|
|
|
522,697
|
|
|
174,061,554
|
|
||
Total
|
983,509
|
|
|
$
|
61.51
|
|
|
983,509
|
|
|
$
|
174,061,554
|
|
(a)
|
Excludes, for the three months ended
September 30, 2014
,
2,850
shares which were withheld by the Company to satisfy employees
’
income tax liabilities attributable to the vesting of restricted stock unit awards.
|
Item 6.
|
Exhibits
|
|
|
|
|
AVIS BUDGET GROUP, INC.
|
|
|
|
||
Date: October 30, 2014
|
|
|
|
|
|
|
|
|
/s/ David B. Wyshner
|
|
|
|
|
David B. Wyshner
|
|
|
|
|
Senior Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
||
Date: October 30, 2014
|
|
|
|
|
|
|
|
|
/s/ David T. Calabria
|
|
|
|
|
David T. Calabria
|
|
|
|
|
Vice President and
|
|
|
|
|
Chief Accounting Officer
|
Exhibit No.
|
Description
|
4.1
|
Indenture dated as of May 16, 2014 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 19, 2014).
|
4.2
|
Form of 5.125% Senior Notes Due 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 19, 2014).
|
10.1
|
Purchase Agreement, dated as of May 13, 2014, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. as issuers, Avis Budget Group, Inc. and certain of its subsidiaries as guarantors, Morgan Stanley & Co. LLC for itself and on behalf of the several initial purchasers (incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K dated May 19, 2014).
|
10.2
|
Series 2014-2 Supplement, dated as of July 24, 2014, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2014-2 Agent (incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K dated July 24, 2014).
|
10.3
|
Third Amended and Restated Credit Agreement, dated as of October 3, 2014, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the Subsidiary Borrowers from time to time parties there, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, Citicorp USA, Inc., Bank of America, N.A., Barclays Bank plc, Credit Agricole Corporate and Investment Bank, and The Royal Bank of Scotland plc, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K dated October 6, 2014)
.
|
10.4
|
Second Amendment to the Guarantee and Collateral Agreement, dated as of October 3, 2014, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, certain Subsidiaries of the Borrower from time to time parties there, in favor or JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 the Company’s Current Report on Form 8-K dated October 6, 2014)
.
|
10.5
|
Avis Budget Car Rental 2015 Model Year Program Letter dated September 30, 2014 between Avis Budget Car Rental, LLC and Ford Motor Company (incorporated by reference to Exhibit 10.3 the Company’s Current Report on Form 8-K dated October 6, 2014)
.
*
|
12
|
Statement re: Computation of Ratio of Earnings to Fixed Charges.
|
31.1
|
Certification of Chief Executive Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
31.2
|
Certification of Chief Financial Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
32
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
*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.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Reflects beneficial ownership of 17,430,882 shares of Common Stock by SRS and Karthik R. Sarma (the “Reporting Persons”), as derived solely from information reported on Schedule 13D/A under the Exchange Act, as filed with the SEC on August 25, 2023. Such Schedule 13D/A indicates that SRS and Mr. Sarma share voting and dispositive power over the shares of Common Stock. SRS serves as investment manager to certain investment funds (the “Funds”) and has investment discretion with respect to the shares of Common Stock held by the Funds. SRS Investment Management, LP (“SRS IM”) is the managing member of SRS. SRS Investment Management GP, LLC (“SRS IM GP”) is the general partner of SRS IM. Mr. Sarma is the managing member and principal of SRS IM GP. In such capacities, Mr. Sarma and SRS may be deemed to have voting and dispositive power with respect to the shares of Common Stock held for the Funds. The Reporting Persons have economic exposure to, and may be deemed to beneficially own, an additional 2,862,283 notional shares of Common Stock pursuant to cash-settled equity swaps, as derived solely from information reported on the Schedule 13D. Such notional shares represent approximately 8.2% of the shares of Common Stock outstanding on February 19, 2025. Such Schedule 13D indicates that the Reporting Persons do not have voting power or dispositive power with respect to the shares referenced in such swaps, and disclaim beneficial ownership of the shares underlying such swaps. Under the terms of the Cooperation Agreement, SRS has committed, with respect to shares of Common Stock SRS holds in excess of 35% of the Company’s outstanding Common Stock, to exercise its voting rights in the same proportion in which other shares of Common Stock are voted. | |||
Following his resignation as Executive Chairman on May 22, 2024, Mr. Hees continues to serve as a member of the Board. The compensation in this table represents his non-employee director compensation after such date. | |||
Ms. Martins , age 53, has served as Executive Vice President and Chief Financial Officer since January 2024. Previously, Ms. Martins served as Executive Vice President, Americas from June 2020 until December 2023, after assuming the responsibilities associated with this role on an interim basis in January 2020. Ms. Martins has also held various strategic and financial roles with the Company, including Senior Vice President and Chief Financial Officer, Americas from May 2014 through December 2019, Senior Vice President and Acting Chief Accounting Officer from November 2010 through May 2014, and Vice President of Tax from August 2006 through November 2010. Ms. Martins was Director of Tax Planning and Mergers & Acquisitions of Cendant Corporation (as the Company was formerly known) from November 2004 through August 2006. Prior to joining the Company, Ms. Martins was associated with Deloitte & Touche LLP for seven years. |
|
Name and
Principal Position
|
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Comp ($)
|
|
|
Total
($)
|
|
|
Ferraro, Joseph A.
President and CEO
|
|
|
2024
|
|
|
1,300,000
|
|
|
—
|
|
|
5,350,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272,708
|
|
|
6,922,790
|
|
|
2023
|
|
|
1,248,000
|
|
|
—
|
|
|
|
|
|
—
|
|
|
2,312,170
|
|
|
—
|
|
|
1,514,635
|
|
|
10,274,921
|
|
|||
|
2022
|
|
|
1,200,000
|
|
|
—
|
|
|
|
|
|
—
|
|
|
3,348,000
|
|
|
—
|
|
|
262,876
|
|
|
13,010,743
|
|
|||
|
Martins, Izzy
EVP, CFO*
|
|
|
2024
|
|
|
700,000
|
|
|
—
|
|
|
1,725,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,384
|
|
|
2,514,386
|
|
|
2023
|
|
|
624,000
|
|
|
—
|
|
|
900,100
|
|
|
—
|
|
|
700,128
|
|
|
—
|
|
|
301,631
|
|
|
2,525,859
|
|
|||
|
2022
|
|
|
600,000
|
|
|
—
|
|
|
2,400,048
|
|
|
—
|
|
|
1,051,875
|
|
|
—
|
|
|
40,030
|
|
|
4,091,953
|
|
|||
|
Choi, Brian J.
EVP and CTO*
|
|
|
2024
|
|
|
675,000
|
|
|
|
|
|
2,000,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,036
|
|
|
2,709,096
|
|
|
2023
|
|
|
624,000
|
|
|
—
|
|
|
1,800,200
|
|
|
—
|
|
|
726,336
|
|
|
—
|
|
|
450,841
|
|
|
3,601,377
|
|
|||
|
2022
|
|
|
600,000
|
|
|
—
|
|
|
3,300,136
|
|
|
—
|
|
|
1,057,500
|
|
|
—
|
|
|
30,396
|
|
|
4,988,032
|
|
|||
|
Simhambhatla, Ravi
EVP, Chief Digital &
Innovation Officer
|
|
|
2024
|
|
|
500,000
|
|
|
—
|
|
|
900,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,958
|
|
|
1,553,008
|
|
|
2023
|
|
|
500,000
|
|
|
—
|
|
|
900,100
|
|
|
—
|
|
|
478,404
|
|
|
—
|
|
|
596,312
|
|
|
2,474,816
|
|
|||
|
2022
|
|
|
252,055
|
|
|
—
|
|
|
5,449,927
|
|
|
—
|
|
|
421,940
|
|
|
—
|
|
|
95,642
|
|
|
6,219,564
|
|
|||
|
Linnen, Edward P.
EVP, CHRO
|
|
|
2024
|
|
|
600,000
|
|
|
—
|
|
|
650,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,443
|
|
|
1,312,541
|
|
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
Tesla, Inc. | TSLA |
Toyota Motor Corporation | TM |
General Motors Company | GM |
Ford Motor Company | F |
PACCAR Inc | PCAR |
Honda Motor Co., Ltd. | HMC |
Expedia Group, Inc. | EXPE |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Ferraro Joseph A. | - | 280,358 | 2,476 |
Choi Brian J | - | 83,603 | 1,735 |
Rankin Patrick K | - | 59,672 | 0 |
Linnen Edward P | - | 29,168 | 3,496 |
Martins Izilda P | - | 21,145 | 0 |
Simhambhatla Ravi | - | 11,318 | 0 |
KROMINGA LYNN | - | 1,950 | 28,404 |
Simhambhatla Ravi | - | 347 | 0 |
Hees Bernardo | - | 0 | 3,713 |
Hariharan Anu | - | 0 | 3,990 |
Hees Bernardo | - | 0 | 1,525 |
SRS Investment Management, LLC | - | 0 | 17,430,900 |