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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;
|
•
|
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 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 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;
|
•
|
risks related to protecting the integrity of our information technology systems and the confidential information of our employees and customers against security breaches, including cyber-security breaches; and
|
•
|
other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services.
|
Item 1.
|
Financial Statements
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
||||||
|
Vehicle rental
|
$
|
1,328
|
|
|
$
|
1,319
|
|
|
|
Other
|
553
|
|
|
531
|
|
|||
Net revenues
|
1,881
|
|
|
1,850
|
|
||||
|
|
|
|
|
|
||||
Expenses
|
|
|
|
||||||
|
Operating
|
1,040
|
|
|
985
|
|
|||
|
Vehicle depreciation and lease charges, net
|
463
|
|
|
432
|
|
|||
|
Selling, general and administrative
|
269
|
|
|
248
|
|
|||
|
Vehicle interest, net
|
65
|
|
|
68
|
|
|||
|
Non-vehicle related depreciation and amortization
|
61
|
|
|
49
|
|
|||
|
Interest expense related to corporate debt, net
|
50
|
|
|
52
|
|
|||
|
Restructuring expense
|
15
|
|
|
1
|
|
|||
|
Transaction-related costs, net
|
4
|
|
|
31
|
|
|||
Total expenses
|
1,967
|
|
|
1,866
|
|
||||
|
|
|
|
|
|
||||
Loss before income taxes
|
(86
|
)
|
|
(16
|
)
|
||||
Benefit from income taxes
|
(35
|
)
|
|
(7
|
)
|
||||
|
|
|
|
|
|
||||
Net loss
|
$
|
(51
|
)
|
|
$
|
(9
|
)
|
||
|
|
|
|
|
|
||||
Comprehensive income (loss)
|
$
|
19
|
|
|
$
|
(103
|
)
|
||
|
|
|
|
|
|
||||
Loss per share
|
|
|
|
||||||
|
Basic
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
|
Diluted
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
876
|
|
|
$
|
452
|
|
|
Receivables, net
|
662
|
|
|
668
|
|
||
|
Other current assets
|
644
|
|
|
507
|
|
||
Total current assets
|
2,182
|
|
|
1,627
|
|
|||
|
|
|
|
|
||||
Property and equipment, net
|
687
|
|
|
681
|
|
|||
Deferred income taxes
|
1,556
|
|
|
1,488
|
|
|||
Goodwill
|
1,006
|
|
|
973
|
|
|||
Other intangibles, net
|
918
|
|
|
917
|
|
|||
Other non-current assets
|
243
|
|
|
232
|
|
|||
Total assets exclusive of assets under vehicle programs
|
6,592
|
|
|
5,918
|
|
|||
|
|
|
|
|
||||
Assets under vehicle programs:
|
|
|
|
|||||
|
Program cash
|
68
|
|
|
258
|
|
||
|
Vehicles, net
|
11,953
|
|
|
10,658
|
|
||
|
Receivables from vehicle manufacturers and other
|
334
|
|
|
438
|
|
||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party
|
361
|
|
|
362
|
|
||
|
|
12,716
|
|
|
11,716
|
|
||
Total assets
|
$
|
19,308
|
|
|
$
|
17,634
|
|
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
|
Accounts payable and other current liabilities
|
$
|
1,574
|
|
|
$
|
1,485
|
|
|
Short-term debt and current portion of long-term debt
|
327
|
|
|
26
|
|
||
Total current liabilities
|
1,901
|
|
|
1,511
|
|
|||
|
|
|
|
|
||||
Long-term debt
|
3,511
|
|
|
3,435
|
|
|||
Other non-current liabilities
|
764
|
|
|
734
|
|
|||
Total liabilities exclusive of liabilities under vehicle programs
|
6,176
|
|
|
5,680
|
|
|||
|
|
|
|
|
||||
Liabilities under vehicle programs:
|
|
|
|
|||||
|
Debt
|
2,238
|
|
|
2,064
|
|
||
|
Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party
|
7,623
|
|
|
6,796
|
|
||
|
Deferred income taxes
|
2,410
|
|
|
2,367
|
|
||
|
Other
|
490
|
|
|
288
|
|
||
|
|
12,761
|
|
|
11,515
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|||||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|||||
|
Preferred stock, $0.01 par value—authorized 10 shares; none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value—authorized 250 shares; issued 137 shares, at each date
|
1
|
|
|
1
|
|
||
|
Additional paid-in capital
|
6,909
|
|
|
7,010
|
|
||
|
Accumulated deficit
|
(1,853
|
)
|
|
(1,802
|
)
|
||
|
Accumulated other comprehensive loss
|
(77
|
)
|
|
(147
|
)
|
||
|
Treasury stock, at cost—42 and 39 shares, respectively
|
(4,609
|
)
|
|
(4,623
|
)
|
||
Total stockholders’ equity
|
371
|
|
|
439
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
19,308
|
|
|
$
|
17,634
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||||
Net loss
|
$
|
(51
|
)
|
|
$
|
(9
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||||
|
Vehicle depreciation
|
432
|
|
|
423
|
|
|||
|
Gain on sale of vehicles, net
|
(3
|
)
|
|
(24
|
)
|
|||
|
Non-vehicle related depreciation and amortization
|
61
|
|
|
49
|
|
|||
|
Stock-based compensation
|
7
|
|
|
6
|
|
|||
|
Amortization of debt financing fees
|
10
|
|
|
11
|
|
|||
|
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
|
|
|
|
|||||
|
|
Receivables
|
(11
|
)
|
|
—
|
|
||
|
|
Income taxes and deferred income taxes
|
(45
|
)
|
|
(15
|
)
|
||
|
|
Accounts payable and other current liabilities
|
5
|
|
|
(20
|
)
|
||
|
Other, net
|
58
|
|
|
82
|
|
|||
Net cash provided by operating activities
|
463
|
|
|
503
|
|
||||
|
|
|
|
|
|
||||
Investing activities
|
|
|
|
||||||
Property and equipment additions
|
(40
|
)
|
|
(41
|
)
|
||||
Proceeds received on asset sales
|
3
|
|
|
3
|
|
||||
Net assets acquired (net of cash acquired)
|
(1
|
)
|
|
(36
|
)
|
||||
Net cash used in investing activities exclusive of vehicle programs
|
(38
|
)
|
|
(74
|
)
|
||||
|
|
|
|
|
|
||||
Vehicle programs:
|
|
|
|
||||||
|
Decrease in program cash
|
198
|
|
|
51
|
|
|||
|
Investment in vehicles
|
(4,140
|
)
|
|
(3,195
|
)
|
|||
|
Proceeds received on disposition of vehicles
|
2,776
|
|
|
2,444
|
|
|||
|
|
(1,166
|
)
|
|
(700
|
)
|
|||
Net cash used in investing activities
|
(1,204
|
)
|
|
(774
|
)
|
Avis Budget Group, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
(Unaudited)
|
||||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Financing activities
|
|
|
|
|||||
Proceeds from long-term borrowings
|
350
|
|
|
376
|
|
|||
Payments on long-term borrowings
|
(5
|
)
|
|
(6
|
)
|
|||
Net change in short-term borrowings
|
1
|
|
|
(7
|
)
|
|||
Repurchases of common stock
|
(86
|
)
|
|
(33
|
)
|
|||
Debt financing fees
|
(5
|
)
|
|
(6
|
)
|
|||
Net cash provided by financing activities exclusive of vehicle programs
|
255
|
|
|
324
|
|
|||
|
|
|
|
|
||||
Vehicle programs:
|
|
|
|
|||||
|
Proceeds from borrowings
|
4,694
|
|
|
3,667
|
|
||
|
Payments on borrowings
|
(3,796
|
)
|
|
(3,458
|
)
|
||
|
Debt financing fees
|
(6
|
)
|
|
(6
|
)
|
||
|
|
892
|
|
|
203
|
|
||
Net cash provided by financing activities
|
1,147
|
|
|
527
|
|
|||
|
|
|
|
|
||||
Effect of changes in exchange rates on cash and cash equivalents
|
18
|
|
|
(26
|
)
|
|||
|
|
|
|
|
||||
Net increase in cash and cash equivalents
|
424
|
|
|
230
|
|
|||
Cash and cash equivalents, beginning of period
|
452
|
|
|
624
|
|
|||
Cash and cash equivalents, end of period
|
$
|
876
|
|
|
$
|
854
|
|
1.
|
Basis of Presentation
|
•
|
Americas
—provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates the Company’s car sharing business in certain of these markets.
|
•
|
International
—provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia, Australia and New Zealand, and operates the Company’s car sharing business in certain of these markets.
|
2.
|
Restructuring
|
|
|
|
|
Americas
|
|
International
|
|
Total
|
||||||||
Balance as of January 1, 2016
|
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|||
|
T15 restructuring expense
|
|
|
7
|
|
|
5
|
|
|
12
|
|
|||||
|
Acquisition integration expense
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
|
T15 restructuring payment/utilization
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
|
Acquisition integration payment
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||||
|
Avis Europe restructuring payment
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Balance as of March 31, 2016
|
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
13
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Personnel
Related |
|
Facility
Related |
|
Other
(a)
|
|
Total
|
||||||||
Balance as of January 1, 2016
|
$
|
10
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
|
T15 restructuring expense
|
9
|
|
|
—
|
|
|
3
|
|
|
12
|
|
||||
|
Acquisition integration expense
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
|
T15 restructuring payment/utilization
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
||||
|
Acquisition integration payment
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
|
Avis Europe restructuring payment
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance as of March 31, 2016
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
13
|
|
(a)
|
Includes expense related to the write-down of certain vehicle assets.
|
3.
|
Earnings Per Share
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net loss for basic and diluted EPS
|
$
|
(51
|
)
|
|
$
|
(9
|
)
|
|
|
|
|
|
|
||||
Basic and diluted weighted average shares outstanding
(a)
|
96.3
|
|
|
106.1
|
|
|||
|
|
|
|
|
||||
Loss per share:
|
|
|
|
|||||
|
Basic and diluted
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
(a)
|
As the Company incurred a net loss for the three months ended March 31, 2016 and 2015,
0.8
million outstanding options, in each period, and
2.4
million and
2.1
million non-vested stock awards, respectively, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding.
|
4.
|
Other Current Assets
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||
Sales and use taxes
|
$
|
273
|
|
|
$
|
159
|
|
Prepaid expenses
|
229
|
|
|
192
|
|
||
Other
|
142
|
|
|
156
|
|
||
Other current assets
|
$
|
644
|
|
|
$
|
507
|
|
5.
|
Intangible Assets
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Amortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License agreements
|
$
|
270
|
|
|
$
|
89
|
|
|
$
|
181
|
|
|
$
|
263
|
|
|
$
|
81
|
|
|
$
|
182
|
|
Customer relationships
|
228
|
|
|
75
|
|
|
153
|
|
|
222
|
|
|
68
|
|
|
154
|
|
||||||
Other
|
41
|
|
|
9
|
|
|
32
|
|
|
41
|
|
|
8
|
|
|
33
|
|
||||||
Total
|
$
|
539
|
|
|
$
|
173
|
|
|
$
|
366
|
|
|
$
|
526
|
|
|
$
|
157
|
|
|
$
|
369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
(a)
|
$
|
1,006
|
|
|
|
|
|
|
$
|
973
|
|
|
|
|
|
||||||||
Trademarks
(a)
|
$
|
552
|
|
|
|
|
|
|
$
|
548
|
|
|
|
|
|
(a)
|
The increase in the carrying amount since December 31, 2015 reflects currency translation.
|
6.
|
Vehicle Rental Activities
|
|
As of
|
|
As of
|
||||
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Rental vehicles
|
$
|
12,262
|
|
|
$
|
11,195
|
|
Less: Accumulated depreciation
|
(1,347
|
)
|
|
(1,500
|
)
|
||
|
10,915
|
|
|
9,695
|
|
||
Vehicles held for sale
|
1,038
|
|
|
963
|
|
||
Vehicles, net
|
$
|
11,953
|
|
|
$
|
10,658
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Depreciation expense
|
$
|
432
|
|
|
$
|
423
|
|
Lease charges
|
34
|
|
|
33
|
|
||
Gain on sale of vehicles, net
|
(3
|
)
|
|
(24
|
)
|
||
Vehicle depreciation and lease charges, net
|
$
|
463
|
|
|
$
|
432
|
|
7.
|
Long-term Debt and Borrowing Arrangements
|
|
|
|
As of
|
|
As of
|
||||
|
Maturity
Dates
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
|||||
4⅞% Senior Notes
(a)
|
November 2017
|
|
$
|
300
|
|
|
$
|
300
|
|
Floating Rate Senior Notes
(b)
|
December 2017
|
|
249
|
|
|
249
|
|
||
Floating Rate Term Loan
(c)
|
March 2019
|
|
968
|
|
|
970
|
|
||
6% Euro-denominated Senior Notes
|
March 2021
|
|
525
|
|
|
502
|
|
||
5⅛% Senior Notes
|
June 2022
|
|
400
|
|
|
400
|
|
||
5½% Senior Notes
|
April 2023
|
|
674
|
|
|
674
|
|
||
6⅜% Senior Notes
|
April 2024
|
|
350
|
|
|
—
|
|
||
5¼% Senior Notes
|
March 2025
|
|
375
|
|
|
375
|
|
||
Other
(d)
|
|
|
54
|
|
|
46
|
|
||
Deferred financing fees
|
|
|
(57
|
)
|
|
(55
|
)
|
||
Total
|
|
|
3,838
|
|
|
3,461
|
|
||
Less: Short-term debt and current portion of long-term debt
|
|
|
327
|
|
|
26
|
|
||
Long-term debt
|
|
|
$
|
3,511
|
|
|
$
|
3,435
|
|
(a)
|
These notes have been called for redemption.
|
(b)
|
The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of 3.39% at March 31, 2016; 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 March 31, 2016, the floating rate term loan due 2019 bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points, for an aggregate rate of 3.00%. 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%.
|
(d)
|
Primarily includes leases which are secured by liens on the related assets.
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Letters of Credit Issued
|
|
Available
Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
882
|
|
|
$
|
918
|
|
Other facilities
(b)
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
(a)
|
The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.
|
(b)
|
These facilities encompass bank overdraft lines of credit, bearing interest of 1.50% to 4.50%.
|
8.
|
Debt Under Vehicle Programs and Borrowing Arrangements
|
|
As of
|
|
As of
|
||||
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Americas - Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
7,665
|
|
|
$
|
6,837
|
|
Americas - Debt borrowings
(a)
|
724
|
|
|
643
|
|
||
International - Debt borrowings
(a)
|
1,325
|
|
|
1,187
|
|
||
International - Capital leases
|
197
|
|
|
238
|
|
||
Other
|
4
|
|
|
8
|
|
||
Deferred financing fees
(b)
|
(54
|
)
|
|
(53
|
)
|
||
Total
|
$
|
9,861
|
|
|
$
|
8,860
|
|
(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 March 31, 2016 and December 31, 2015 were $42 million and $41 million, respectively.
|
|
Debt under Vehicle Programs
|
||
Within 1 year
(a)
|
$
|
1,565
|
|
Between 1 and 2 years
|
3,161
|
|
|
Between 2 and 3 years
|
1,987
|
|
|
Between 3 and 4 years
|
1,498
|
|
|
Between 4 and 5 years
|
1,322
|
|
|
Thereafter
|
382
|
|
|
Total
|
$
|
9,915
|
|
(a)
|
Vehicle backed debt maturing within one year primarily represents term asset-backed securities.
|
|
Total
Capacity
(a)
|
|
Outstanding
Borrowings
|
|
Available
Capacity
|
||||||
Americas - Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
9,265
|
|
|
$
|
7,665
|
|
|
$
|
1,600
|
|
Americas - Debt borrowings
(c)
|
1,025
|
|
|
724
|
|
|
301
|
|
|||
International - Debt borrowings
(d)
|
2,453
|
|
|
1,325
|
|
|
1,128
|
|
|||
International - Capital leases
(e)
|
224
|
|
|
197
|
|
|
27
|
|
|||
Other
|
4
|
|
|
4
|
|
|
—
|
|
|||
Total
|
$
|
12,971
|
|
|
$
|
9,915
|
|
|
$
|
3,056
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by approximately $9.3 billion of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by approximately $0.9 billion of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by approximately $1.8 billion of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by approximately $0.2 billion of underlying vehicles and related assets.
|
9.
|
Commitments and Contingencies
|
10.
|
Stockholders’ Equity
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net loss
|
$
|
(51
|
)
|
|
$
|
(9
|
)
|
|
Other comprehensive income (loss):
|
|
|
|
|||||
|
Currency translation adjustments (net of tax of $9 and $(24), respectively)
|
72
|
|
|
(92
|
)
|
||
|
Net unrealized loss on cash flow hedges (net of tax of $2, in each period)
|
(3
|
)
|
|
(3
|
)
|
||
|
Minimum pension liability adjustment (net of tax of $0, in each period)
|
1
|
|
|
1
|
|
||
|
|
70
|
|
|
(94
|
)
|
||
Comprehensive income (loss)
|
$
|
19
|
|
|
$
|
(103
|
)
|
|
|
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, 2016
|
$
|
(80
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
(147
|
)
|
|
|
Other comprehensive income (loss) before reclassifications
|
72
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Net current-period other comprehensive income (loss)
|
72
|
|
|
(3
|
)
|
|
—
|
|
|
1
|
|
|
70
|
|
||||||
Balance, March 31, 2016
|
$
|
(8
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(64
|
)
|
|
$
|
(77
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, January 1, 2015
|
$
|
51
|
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
(74
|
)
|
|
$
|
(22
|
)
|
|
|
Other comprehensive income (loss) before reclassifications
|
(92
|
)
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
|
(94
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||
Net current-period other comprehensive income (loss)
|
(92
|
)
|
|
(3
|
)
|
|
—
|
|
|
1
|
|
|
(94
|
)
|
||||||
Balance, March 31, 2015
|
$
|
(41
|
)
|
|
$
|
(4
|
)
|
|
$
|
2
|
|
|
$
|
(73
|
)
|
|
$
|
(116
|
)
|
(a)
|
For the
three
months ended
March 31, 2016
and
March 31, 2015
, amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were
$2 million
(
$1 million
, net of tax), in each period.
|
(b)
|
For the
three
months ended
March 31, 2016
and
March 31, 2015
, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were
$1 million
(
$1 million
, net of tax), in each period.
|
11.
|
Stock-Based Compensation
|
|
Three Months Ended
March 31, |
||
|
2016
|
|
2015
|
Expected volatility of stock price
|
46%
|
|
37%
|
Risk-free interest rate
|
0.99%
|
|
0.74%
|
Valuation period
|
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, 2016
(a)
|
819
|
|
|
$
|
43.34
|
|
|
941
|
|
|
$
|
35.18
|
|
|
111
|
|
|
$
|
18.04
|
|
|
|
Granted
|
579
|
|
|
25.88
|
|
|
523
|
|
|
23.29
|
|
|
—
|
|
|
—
|
|
|||
|
Vested
(b)
|
(375
|
)
|
|
34.96
|
|
|
(486
|
)
|
|
25.12
|
|
|
(111
|
)
|
|
18.04
|
|
|||
|
Forfeited/expired
|
(6
|
)
|
|
45.92
|
|
|
(39
|
)
|
|
23.74
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at March 31, 2016
(c)
|
1,017
|
|
|
$
|
36.48
|
|
|
939
|
|
|
$
|
34.23
|
|
|
—
|
|
|
$
|
—
|
|
(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 and performance-based and market-based RSUs granted during the
three
months ended
March 31, 2015
was
$61.17
and
$55.51
, respectively.
|
(b)
|
The total grant date fair value of RSUs vested during the
three
months ended
March 31, 2016
and
2015
was
$25 million
and
$23 million
, respectively. The total grant date fair value of cash units vested during the
three
months ended
March 31, 2016
and
2015
was
$2 million
, in each period.
|
(c)
|
The Company’s outstanding time-based RSUs and performance-based and market-based RSUs had aggregate intrinsic values of
$28 million
and
$26 million
, respectively. Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to
$49 million
and will be recognized over a weighted average vesting period of
1.7
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, 2016
|
827
|
|
|
$
|
2.87
|
|
|
$
|
28
|
|
|
3.3
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Exercised
|
(1
|
)
|
|
0.79
|
|
|
—
|
|
|
|
||
|
Forfeited/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding and exercisable at March 31, 2016
|
826
|
|
|
$
|
2.87
|
|
|
$
|
20
|
|
|
3.0
|
12.
|
Financial Instruments
|
|
As of March 31, 2016
|
||
Interest rate caps
(a)
|
$
|
8,674
|
|
Interest rate swaps
|
1,850
|
|
|
Foreign exchange contracts
|
1,054
|
|
|
|
|
||
Commodity contracts (millions of gallons of unleaded gasoline)
|
14
|
|
(a)
|
Represents
$6.9 billion
of interest rate caps sold, partially offset by approximately
$1.8 billion
of interest rate caps purchased. These amounts exclude
$5.1 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 March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
|
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)
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate caps
(b)
|
—
|
|
|
3
|
|
|
1
|
|
|
5
|
|
||||
|
Foreign exchange contracts
(c)
|
4
|
|
|
32
|
|
|
16
|
|
|
2
|
|
||||
|
Commodity contracts
(c)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
Total
|
$
|
4
|
|
|
$
|
44
|
|
|
$
|
18
|
|
|
$
|
13
|
|
(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
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
Derivatives designated as hedging instruments
(a)
|
|
|
|
|||||
|
Interest rate swaps
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
Euro-denominated notes
|
(14
|
)
|
|
37
|
|
||
Derivatives not designated as hedging instruments
(b)
|
|
|
|
|||||
|
Foreign exchange contracts
(c)
|
(10
|
)
|
|
35
|
|
||
|
Commodity contracts
(d)
|
(2
|
)
|
|
—
|
|
||
|
Total
|
$
|
(29
|
)
|
|
$
|
69
|
|
(a)
|
Recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.
|
(b)
|
Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.
|
(c)
|
For the three months ended
March 31, 2016
, included a
$9 million
gain in interest expense and a
$19 million
loss in operating expense. For the three months ended
March 31, 2015
, included a
$21 million
gain in interest expense and
$14 million
gain in operating expense.
|
(d)
|
Included in operating expense.
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
||||||||
Corporate debt
|
|
|
|
|
|
|
|
|||||||||
|
Short-term debt and current portion of long-term debt
|
$
|
327
|
|
|
$
|
332
|
|
|
$
|
26
|
|
|
$
|
26
|
|
|
Long-term debt
|
3,511
|
|
|
3,505
|
|
|
3,435
|
|
|
3,478
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Debt under vehicle programs
|
|
|
|
|
|
|
|
|||||||||
|
Vehicle-backed debt due to Avis Budget Rental Car Funding
|
$
|
7,623
|
|
|
$
|
7,675
|
|
|
$
|
6,796
|
|
|
$
|
6,836
|
|
|
Vehicle-backed debt
|
2,235
|
|
|
2,248
|
|
|
2,060
|
|
|
2,071
|
|
||||
|
Interest rate swaps and interest rate caps
(a)
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
(a)
|
Derivatives in a liability position.
|
13.
|
Segment Information
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
|
Revenues
|
|
Adjusted EBITDA
|
|
Revenues
|
|
Adjusted EBITDA
|
||||||||
Americas
|
$
|
1,364
|
|
|
$
|
63
|
|
|
$
|
1,375
|
|
|
$
|
115
|
|
|||
International
|
517
|
|
|
1
|
|
|
475
|
|
|
16
|
|
|||||||
Corporate and Other
(a)
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(14
|
)
|
|||||||
|
Total Company
|
$
|
1,881
|
|
|
44
|
|
|
$
|
1,850
|
|
|
117
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less:
|
Non-vehicle related depreciation and amortization
|
|
61
|
|
|
|
|
49
|
|
|||||||||
|
|
Interest expense related to corporate debt, net
|
|
50
|
|
|
|
|
52
|
|
||||||||
|
|
Restructuring expense
|
|
|
15
|
|
|
|
|
1
|
|
|||||||
|
|
Transaction-related costs, net
|
|
|
4
|
|
|
|
|
31
|
|
|||||||
Loss before income taxes
|
|
|
$
|
(86
|
)
|
|
|
|
$
|
(16
|
)
|
(a)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
14.
|
Guarantor and Non-Guarantor Consolidating Condensed Financial Statements
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
929
|
|
|
$
|
399
|
|
|
$
|
—
|
|
|
$
|
1,328
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
271
|
|
|
794
|
|
|
(512
|
)
|
|
553
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
1,200
|
|
|
1,193
|
|
|
(512
|
)
|
|
1,881
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Operating
|
1
|
|
|
10
|
|
|
628
|
|
|
401
|
|
|
—
|
|
|
1,040
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
461
|
|
|
467
|
|
|
(465
|
)
|
|
463
|
|
|||||||
|
Selling, general and administrative
|
10
|
|
|
5
|
|
|
149
|
|
|
105
|
|
|
—
|
|
|
269
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
45
|
|
|
67
|
|
|
(47
|
)
|
|
65
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
1
|
|
|
37
|
|
|
23
|
|
|
—
|
|
|
61
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
—
|
|
|
39
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
50
|
|
||||||
|
|
Intercompany interest expense (income)
|
(3
|
)
|
|
(3
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
6
|
|
|
9
|
|
|
—
|
|
|
15
|
|
|||||||
|
Transaction-related costs, net
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|||||||
Total expenses
|
8
|
|
|
53
|
|
|
1,333
|
|
|
1,085
|
|
|
(512
|
)
|
|
1,967
|
|
||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(8
|
)
|
|
(53
|
)
|
|
(133
|
)
|
|
108
|
|
|
—
|
|
|
(86
|
)
|
||||||||
Benefit from income taxes
|
(3
|
)
|
|
(21
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
—
|
|
|
(35
|
)
|
||||||||
Equity in earnings (loss) of subsidiaries
|
(46
|
)
|
|
(14
|
)
|
|
114
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
$
|
(51
|
)
|
|
$
|
(46
|
)
|
|
$
|
(14
|
)
|
|
$
|
114
|
|
|
$
|
(54
|
)
|
|
$
|
(51
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
19
|
|
|
$
|
24
|
|
|
$
|
58
|
|
|
$
|
185
|
|
|
$
|
(267
|
)
|
|
$
|
19
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
942
|
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
1,319
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
267
|
|
|
753
|
|
|
(489
|
)
|
|
531
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
1,209
|
|
|
1,130
|
|
|
(489
|
)
|
|
1,850
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
—
|
|
|
4
|
|
|
608
|
|
|
373
|
|
|
—
|
|
|
985
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
436
|
|
|
431
|
|
|
(435
|
)
|
|
432
|
|
|||||||
|
Selling, general and administrative
|
8
|
|
|
3
|
|
|
140
|
|
|
97
|
|
|
—
|
|
|
248
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
49
|
|
|
73
|
|
|
(54
|
)
|
|
68
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
—
|
|
|
33
|
|
|
16
|
|
|
—
|
|
|
49
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
—
|
|
|
40
|
|
|
1
|
|
|
11
|
|
|
—
|
|
|
52
|
|
||||||
|
|
Intercompany interest expense (income)
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||
|
Transaction-related costs, net
|
—
|
|
|
6
|
|
|
1
|
|
|
24
|
|
|
—
|
|
|
31
|
|
|||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Total expenses
|
5
|
|
|
51
|
|
|
1,269
|
|
|
1,030
|
|
|
(489
|
)
|
|
1,866
|
|
||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(5
|
)
|
|
(51
|
)
|
|
(60
|
)
|
|
100
|
|
|
—
|
|
|
(16
|
)
|
||||||||
Provision for (benefit from) income taxes
|
(2
|
)
|
|
(20
|
)
|
|
8
|
|
|
7
|
|
|
—
|
|
|
(7
|
)
|
||||||||
Equity in earnings (loss) of subsidiaries
|
(6
|
)
|
|
25
|
|
|
93
|
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
$
|
(9
|
)
|
|
$
|
(6
|
)
|
|
$
|
25
|
|
|
$
|
93
|
|
|
$
|
(112
|
)
|
|
$
|
(9
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(103
|
)
|
|
$
|
(100
|
)
|
|
$
|
(67
|
)
|
|
$
|
1
|
|
|
$
|
166
|
|
|
$
|
(103
|
)
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
4
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
521
|
|
|
$
|
—
|
|
|
$
|
876
|
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
226
|
|
|
436
|
|
|
—
|
|
|
662
|
|
|||||||
|
Other current assets
|
3
|
|
|
102
|
|
|
92
|
|
|
447
|
|
|
—
|
|
|
644
|
|
|||||||
Total current assets
|
7
|
|
|
453
|
|
|
318
|
|
|
1,404
|
|
|
—
|
|
|
2,182
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
140
|
|
|
346
|
|
|
201
|
|
|
—
|
|
|
687
|
|
||||||||
Deferred income taxes
|
20
|
|
|
1,301
|
|
|
254
|
|
|
—
|
|
|
(19
|
)
|
|
1,556
|
|
||||||||
Goodwill
|
—
|
|
|
—
|
|
|
487
|
|
|
519
|
|
|
—
|
|
|
1,006
|
|
||||||||
Other intangibles, net
|
—
|
|
|
29
|
|
|
519
|
|
|
370
|
|
|
—
|
|
|
918
|
|
||||||||
Other non-current assets
|
96
|
|
|
13
|
|
|
21
|
|
|
113
|
|
|
—
|
|
|
243
|
|
||||||||
Intercompany receivables
|
162
|
|
|
373
|
|
|
1,139
|
|
|
733
|
|
|
(2,407
|
)
|
|
—
|
|
||||||||
Investment in subsidiaries
|
184
|
|
|
3,481
|
|
|
3,732
|
|
|
—
|
|
|
(7,397
|
)
|
|
—
|
|
||||||||
Total assets exclusive of assets under vehicle programs
|
469
|
|
|
5,790
|
|
|
6,816
|
|
|
3,340
|
|
|
(9,823
|
)
|
|
6,592
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||||
|
Vehicles, net
|
—
|
|
|
19
|
|
|
76
|
|
|
11,858
|
|
|
—
|
|
|
11,953
|
|
|||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
1
|
|
|
1
|
|
|
332
|
|
|
—
|
|
|
334
|
|
|||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
|||||||
|
|
|
—
|
|
|
20
|
|
|
77
|
|
|
12,619
|
|
|
—
|
|
|
12,716
|
|
||||||
Total assets
|
$
|
469
|
|
|
$
|
5,810
|
|
|
$
|
6,893
|
|
|
$
|
15,959
|
|
|
$
|
(9,823
|
)
|
|
$
|
19,308
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Accounts payable and other current liabilities
|
$
|
8
|
|
|
$
|
207
|
|
|
$
|
511
|
|
|
$
|
848
|
|
|
$
|
—
|
|
|
$
|
1,574
|
|
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
315
|
|
|
4
|
|
|
8
|
|
|
—
|
|
|
327
|
|
|||||||
Total current liabilities
|
8
|
|
|
522
|
|
|
515
|
|
|
856
|
|
|
—
|
|
|
1,901
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,984
|
|
|
2
|
|
|
525
|
|
|
—
|
|
|
3,511
|
|
||||||||
Other non-current liabilities
|
90
|
|
|
85
|
|
|
240
|
|
|
368
|
|
|
(19
|
)
|
|
764
|
|
||||||||
Intercompany payables
|
—
|
|
|
2,032
|
|
|
342
|
|
|
33
|
|
|
(2,407
|
)
|
|
—
|
|
||||||||
Total liabilities exclusive of liabilities under vehicle programs
|
98
|
|
|
5,623
|
|
|
1,099
|
|
|
1,782
|
|
|
(2,426
|
)
|
|
6,176
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Debt
|
—
|
|
|
3
|
|
|
72
|
|
|
2,163
|
|
|
—
|
|
|
2,238
|
|
|||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
7,623
|
|
|
—
|
|
|
7,623
|
|
|||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,240
|
|
|
170
|
|
|
—
|
|
|
2,410
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
489
|
|
|
—
|
|
|
490
|
|
||||||||
|
|
|
—
|
|
|
3
|
|
|
2,313
|
|
|
10,445
|
|
|
—
|
|
|
12,761
|
|
||||||
Total stockholders’ equity
|
371
|
|
|
184
|
|
|
3,481
|
|
|
3,732
|
|
|
(7,397
|
)
|
|
371
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
469
|
|
|
$
|
5,810
|
|
|
$
|
6,893
|
|
|
$
|
15,959
|
|
|
$
|
(9,823
|
)
|
|
$
|
19,308
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
4
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
378
|
|
|
$
|
—
|
|
|
$
|
452
|
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
212
|
|
|
456
|
|
|
—
|
|
|
668
|
|
|||||||
|
Other current assets
|
2
|
|
|
78
|
|
|
83
|
|
|
344
|
|
|
—
|
|
|
507
|
|
|||||||
Total current assets
|
6
|
|
|
148
|
|
|
295
|
|
|
1,178
|
|
|
—
|
|
|
1,627
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
134
|
|
|
345
|
|
|
202
|
|
|
—
|
|
|
681
|
|
||||||||
Deferred income taxes
|
20
|
|
|
1,246
|
|
|
253
|
|
|
—
|
|
|
(31
|
)
|
|
1,488
|
|
||||||||
Goodwill
|
—
|
|
|
—
|
|
|
487
|
|
|
486
|
|
|
—
|
|
|
973
|
|
||||||||
Other intangibles, net
|
—
|
|
|
30
|
|
|
525
|
|
|
362
|
|
|
—
|
|
|
917
|
|
||||||||
Other non-current assets
|
93
|
|
|
15
|
|
|
17
|
|
|
107
|
|
|
—
|
|
|
232
|
|
||||||||
Intercompany receivables
|
160
|
|
|
367
|
|
|
1,070
|
|
|
696
|
|
|
(2,293
|
)
|
|
—
|
|
||||||||
Investment in subsidiaries
|
272
|
|
|
3,426
|
|
|
3,680
|
|
|
—
|
|
|
(7,378
|
)
|
|
—
|
|
||||||||
Total assets exclusive of assets under vehicle programs
|
551
|
|
|
5,366
|
|
|
6,672
|
|
|
3,031
|
|
|
(9,702
|
)
|
|
5,918
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|||||||
|
Vehicles, net
|
—
|
|
|
18
|
|
|
78
|
|
|
10,562
|
|
|
—
|
|
|
10,658
|
|
|||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
—
|
|
|
438
|
|
|||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
|||||||
|
|
|
—
|
|
|
18
|
|
|
78
|
|
|
11,620
|
|
|
—
|
|
|
11,716
|
|
||||||
Total assets
|
$
|
551
|
|
|
$
|
5,384
|
|
|
$
|
6,750
|
|
|
$
|
14,651
|
|
|
$
|
(9,702
|
)
|
|
$
|
17,634
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Accounts payable and other current liabilities
|
$
|
24
|
|
|
$
|
180
|
|
|
$
|
471
|
|
|
$
|
810
|
|
|
$
|
—
|
|
|
$
|
1,485
|
|
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
14
|
|
|
5
|
|
|
7
|
|
|
—
|
|
|
26
|
|
|||||||
Total current liabilities
|
24
|
|
|
194
|
|
|
476
|
|
|
817
|
|
|
—
|
|
|
1,511
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,932
|
|
|
2
|
|
|
501
|
|
|
—
|
|
|
3,435
|
|
||||||||
Other non-current liabilities
|
88
|
|
|
85
|
|
|
237
|
|
|
355
|
|
|
(31
|
)
|
|
734
|
|
||||||||
Intercompany payables
|
—
|
|
|
1,897
|
|
|
336
|
|
|
60
|
|
|
(2,293
|
)
|
|
—
|
|
||||||||
Total liabilities exclusive of liabilities under vehicle programs
|
112
|
|
|
5,108
|
|
|
1,051
|
|
|
1,733
|
|
|
(2,324
|
)
|
|
5,680
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Debt
|
—
|
|
|
4
|
|
|
74
|
|
|
1,986
|
|
|
—
|
|
|
2,064
|
|
|||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
6,796
|
|
|
—
|
|
|
6,796
|
|
|||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,199
|
|
|
168
|
|
|
—
|
|
|
2,367
|
|
|||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
288
|
|
|||||||
|
|
|
—
|
|
|
4
|
|
|
2,273
|
|
|
9,238
|
|
|
—
|
|
|
11,515
|
|
||||||
Total stockholders’ equity
|
439
|
|
|
272
|
|
|
3,426
|
|
|
3,680
|
|
|
(7,378
|
)
|
|
439
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
551
|
|
|
$
|
5,384
|
|
|
$
|
6,750
|
|
|
$
|
14,651
|
|
|
$
|
(9,702
|
)
|
|
$
|
17,634
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
(2
|
)
|
|
$
|
448
|
|
|
$
|
—
|
|
|
$
|
463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(4
|
)
|
|
(21
|
)
|
|
(15
|
)
|
|
—
|
|
|
(40
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Intercompany loan receipts (advances)
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
||||||
Other, net
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
86
|
|
|
(2
|
)
|
|
6
|
|
|
(15
|
)
|
|
(113
|
)
|
|
(38
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
||||||
Investment in vehicles
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(4,139
|
)
|
|
—
|
|
|
(4,140
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
11
|
|
|
—
|
|
|
2,765
|
|
|
—
|
|
|
2,776
|
|
||||||
|
—
|
|
|
11
|
|
|
(1
|
)
|
|
(1,176
|
)
|
|
—
|
|
|
(1,166
|
)
|
||||||
Net cash provided by (used in) investing activities
|
86
|
|
|
9
|
|
|
5
|
|
|
(1,191
|
)
|
|
(113
|
)
|
|
(1,204
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
|
|
|
—
|
|
|
(5
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Intercompany loan borrowings (payments)
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
27
|
|
|
—
|
|
||||||
Repurchases of common stock
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Other, net
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(86
|
)
|
|
255
|
|
|
(1
|
)
|
|
(26
|
)
|
|
113
|
|
|
255
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
4,694
|
|
|
—
|
|
|
4,694
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3,794
|
)
|
|
—
|
|
|
(3,796
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
894
|
|
|
—
|
|
|
892
|
|
||||||
Net cash provided by (used in) financing activities
|
(86
|
)
|
|
255
|
|
|
(3
|
)
|
|
868
|
|
|
113
|
|
|
1,147
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase in cash and cash equivalents
|
—
|
|
|
281
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
424
|
|
||||||
Cash and cash equivalents, beginning of period
|
4
|
|
|
70
|
|
|
—
|
|
|
378
|
|
|
—
|
|
|
452
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
4
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
521
|
|
|
$
|
—
|
|
|
$
|
876
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
45
|
|
|
$
|
446
|
|
|
$
|
—
|
|
|
$
|
503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(4
|
)
|
|
(19
|
)
|
|
(18
|
)
|
|
—
|
|
|
(41
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Intercompany loan receipts (advances)
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
24
|
|
|
—
|
|
||||||
Other, net
|
33
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
33
|
|
|
(3
|
)
|
|
(42
|
)
|
|
(52
|
)
|
|
(10
|
)
|
|
(74
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
||||||
Investment in vehicles
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3,192
|
)
|
|
—
|
|
|
(3,195
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
4
|
|
|
—
|
|
|
2,440
|
|
|
—
|
|
|
2,444
|
|
||||||
|
—
|
|
|
1
|
|
|
—
|
|
|
(701
|
)
|
|
—
|
|
|
(700
|
)
|
||||||
Net cash provided by (used in) investing activities
|
33
|
|
|
(2
|
)
|
|
(42
|
)
|
|
(753
|
)
|
|
(10
|
)
|
|
(774
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
375
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
376
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Intercompany loan borrowings (payments)
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
(24
|
)
|
|
—
|
|
||||||
Repurchases of common stock
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Other, net
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(1
|
)
|
|
34
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(33
|
)
|
|
332
|
|
|
(1
|
)
|
|
16
|
|
|
10
|
|
|
324
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
3,667
|
|
|
—
|
|
|
3,667
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3,456
|
)
|
|
—
|
|
|
(3,458
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
205
|
|
|
—
|
|
|
203
|
|
||||||
Net cash provided by (used in) financing activities
|
(33
|
)
|
|
332
|
|
|
(3
|
)
|
|
221
|
|
|
10
|
|
|
527
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
342
|
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
230
|
|
||||||
Cash and cash equivalents, beginning of period
|
2
|
|
|
210
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
624
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
2
|
|
|
$
|
552
|
|
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
854
|
|
15.
|
Subsequent Event
|
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;
|
•
|
demand for truck rentals and car sharing services;
|
•
|
changes in the price of gasoline; and
|
•
|
changes in currency exchange rates.
|
•
|
Our net revenues totaled
$1.9 billion
and grew 3% in constant currency.
|
•
|
Our Adjusted EBITDA was $44 million, representing a $73 million year-over-year decline, primarily due to lower pricing in first quarter 2016 and a $33 million (28%) negative impact from currency exchange rate movements.
|
•
|
We repurchased
$80 million
of our common stock, reducing our shares outstanding by approximately
3.0 million
shares, or 3%.
|
•
|
We issued $350 million of 6⅜% Senior Notes due 2024, the proceeds of which will primarily be used to redeem all $300 million of our outstanding 4⅞% Senior Notes due 2017.
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
|
|
|
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
1,328
|
|
|
$
|
1,319
|
|
|
$
|
9
|
|
|
1
|
%
|
||
|
Other
|
553
|
|
|
531
|
|
|
22
|
|
|
4
|
%
|
|||||
Net revenues
|
1,881
|
|
|
1,850
|
|
|
31
|
|
|
2
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
1,040
|
|
|
985
|
|
|
55
|
|
|
6
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
463
|
|
|
432
|
|
|
31
|
|
|
7
|
%
|
|||||
|
Selling, general and administrative
|
269
|
|
|
248
|
|
|
21
|
|
|
8
|
%
|
|||||
|
Vehicle interest, net
|
65
|
|
|
68
|
|
|
(3
|
)
|
|
(4
|
%)
|
|||||
|
Non-vehicle related depreciation and amortization
|
61
|
|
|
49
|
|
|
12
|
|
|
24
|
%
|
|||||
|
Interest expense related to corporate debt, net
|
50
|
|
|
52
|
|
|
(2
|
)
|
|
(4
|
%)
|
|||||
|
Restructuring expense
|
15
|
|
|
1
|
|
|
14
|
|
|
*
|
|
|||||
|
Transaction-related costs, net
|
4
|
|
|
31
|
|
|
(27
|
)
|
|
(87
|
%)
|
|||||
Total expenses
|
1,967
|
|
|
1,866
|
|
|
101
|
|
|
5
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loss before income taxes
|
(86
|
)
|
|
(16
|
)
|
|
(70
|
)
|
|
*
|
|
||||||
Benefit from income taxes
|
(35
|
)
|
|
(7
|
)
|
|
(28
|
)
|
|
*
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(51
|
)
|
|
$
|
(9
|
)
|
|
$
|
(42
|
)
|
|
*
|
|
*
|
Not meaningful
|
•
|
Operating expenses increased to 55.3% of revenue from 53.2% in
first
quarter
2015
, primarily due to lower pricing.
|
•
|
Vehicle depreciation and lease charges increased to 24.6% of revenue from 23.4% in
first
quarter
2015
, primarily due to lower pricing.
|
•
|
Selling, general and administrative costs increased to 14.3% of revenue from 13.4% in
first
quarter
2015
, primarily due to lower pricing.
|
•
|
Vehicle interest costs were 3.4% of revenue compared to 3.7% in the prior-year period.
|
|
|
|
|
Revenues
|
|
Adjusted EBITDA
|
||||||||||||||||||
|
|
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Americas
|
$
|
1,364
|
|
|
$
|
1,375
|
|
|
(1
|
%)
|
|
$
|
63
|
|
|
$
|
115
|
|
|
(45
|
%)
|
|||
International
|
517
|
|
|
475
|
|
|
9
|
%
|
|
1
|
|
|
16
|
|
|
(94
|
%)
|
|||||||
Corporate and Other
(a)
|
—
|
|
|
—
|
|
|
*
|
|
|
(20
|
)
|
|
(14
|
)
|
|
*
|
|
|||||||
|
Total Company
|
$
|
1,881
|
|
|
$
|
1,850
|
|
|
2
|
%
|
|
44
|
|
|
117
|
|
|
(62
|
%)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less:
|
Non-vehicle related depreciation and amortization
(b)
|
|
61
|
|
|
49
|
|
|
|
|||||||||||||||
|
|
Interest expense related to corporate debt, net
|
|
50
|
|
|
52
|
|
|
|
||||||||||||||
|
|
Restructuring expense
|
|
15
|
|
|
1
|
|
|
|
||||||||||||||
|
|
Transaction-related costs, net
(c)
|
|
4
|
|
|
31
|
|
|
|
||||||||||||||
Loss before income taxes
|
|
$
|
(86
|
)
|
|
$
|
(16
|
)
|
|
|
*
|
Not meaningful.
|
(a)
|
Includes unallocated corporate overhead which is not attributable to a particular segment.
|
(b)
|
Amortization of acquisition-related intangible assets increased to $15 million in 2016 from $10 million in 2015.
|
(c)
|
Primarily comprised of acquisition- and integration-related expenses.
|
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Revenue
|
|
$
|
1,364
|
|
|
$
|
1,375
|
|
|
(1
|
%)
|
Adjusted EBITDA
|
|
63
|
|
|
115
|
|
|
(45
|
%)
|
•
|
Operating expenses increased to 52.9% of revenue, compared to 51.6% in first quarter 2015, primarily due to lower pricing.
|
•
|
Vehicle depreciation and lease charges increased to 26.6% of revenue from 24.7% in the prior-year period, principally due to lower pricing, partially offset by higher utilization.
|
•
|
Selling, general and administrative costs were 12.0% of revenue, an increase from 11.2% in
first
quarter
2015
, primarily due to lower pricing.
|
•
|
Vehicle interest costs were 3.8% of revenue compared to 4.1% in
first
quarter
2015
.
|
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Revenue
|
|
$
|
517
|
|
|
$
|
475
|
|
|
9
|
%
|
Adjusted EBITDA
|
|
1
|
|
|
16
|
|
|
(94
|
%)
|
•
|
Operating expenses increased to 60.6% of revenue from 57.3% in the prior-year period, primarily due to currency hedge losses and lower pricing, partially offset by an increase in rental volumes.
|
•
|
Vehicle depreciation and lease charges were 19.4% of revenue compared to 19.5% in
first
quarter
2015
, as per-unit fleet costs declined.
|
•
|
Selling, general and administrative costs were 17.3% of revenue compared to 17.4% in the prior-year period.
|
•
|
Vehicle interest costs were 2.6% of revenue compared to 2.5% in
first
quarter
2015
.
|
|
|
March 31,
2016 |
|
December 31,
2015 |
|
Change
|
||||||
Total assets exclusive of assets under vehicle programs
|
|
$
|
6,592
|
|
|
$
|
5,918
|
|
|
$
|
674
|
|
Total liabilities exclusive of liabilities under vehicle programs
|
|
6,176
|
|
|
5,680
|
|
|
496
|
|
|||
Assets under vehicle programs
|
|
12,716
|
|
|
11,716
|
|
|
1,000
|
|
|||
Liabilities under vehicle programs
|
|
12,761
|
|
|
11,515
|
|
|
1,246
|
|
|||
Stockholders’ equity
|
|
371
|
|
|
439
|
|
|
(68
|
)
|
|
|
Three Months Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
|||||||
|
Operating activities
|
$
|
463
|
|
|
$
|
503
|
|
|
$
|
(40
|
)
|
|
Investing activities
|
(1,204
|
)
|
|
(774
|
)
|
|
(430
|
)
|
|||
|
Financing activities
|
1,147
|
|
|
527
|
|
|
620
|
|
|||
Effect of exchange rate changes
|
18
|
|
|
(26
|
)
|
|
44
|
|
||||
Net increase in cash and cash equivalents
|
424
|
|
|
230
|
|
|
194
|
|
||||
Cash and cash equivalents, beginning of period
|
452
|
|
|
624
|
|
|
(172
|
)
|
||||
Cash and cash equivalents, end of period
|
$
|
876
|
|
|
$
|
854
|
|
|
$
|
22
|
|
|
|
|
As of
|
|
As of
|
||||
|
Maturity
Dates
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
|||||
4⅞% Senior Notes
(a)
|
November 2017
|
|
$
|
300
|
|
|
$
|
300
|
|
Floating Rate Senior Notes
(b)
|
December 2017
|
|
249
|
|
|
249
|
|
||
Floating Rate Term Loan
(c)
|
March 2019
|
|
968
|
|
|
970
|
|
||
6% Euro-denominated Senior Notes
|
March 2021
|
|
525
|
|
|
502
|
|
||
5⅛% Senior Notes
|
June 2022
|
|
400
|
|
|
400
|
|
||
5½% Senior Notes
|
April 2023
|
|
674
|
|
|
674
|
|
||
6⅜% Senior Notes
|
April 2024
|
|
350
|
|
|
—
|
|
||
5¼% Senior Notes
|
March 2025
|
|
375
|
|
|
375
|
|
||
Other
(d)
|
|
|
54
|
|
|
46
|
|
||
Deferred financing fees
|
|
|
(57
|
)
|
|
(55
|
)
|
||
Total
|
|
|
$
|
3,838
|
|
|
$
|
3,461
|
|
(a)
|
These notes have been called for redemption.
|
(b)
|
The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of 3.39% at March 31, 2016; 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 March 31, 2016, the floating rate term loan due 2019 bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points, for an aggregate rate of 3.00%. 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%.
|
(d)
|
Primarily includes leases which are secured by liens on the related assets.
|
|
As of
|
|
As of
|
||||
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Americas - Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
7,665
|
|
|
$
|
6,837
|
|
Americas - Debt borrowings
(a)
|
724
|
|
|
643
|
|
||
International - Debt borrowings
(a)
|
1,325
|
|
|
1,187
|
|
||
International - Capital leases
|
197
|
|
|
238
|
|
||
Other
|
4
|
|
|
8
|
|
||
Deferred financing fees
(b)
|
(54
|
)
|
|
(53
|
)
|
||
Total
|
$
|
9,861
|
|
|
$
|
8,860
|
|
(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 March 31, 2016 and December 31, 2015 were $42 million and $41 million, respectively.
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Letters of
Credit Issued
|
|
Available
Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
882
|
|
|
$
|
918
|
|
Other facilities
(b)
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
(a)
|
The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.
|
(b)
|
These facilities encompass bank overdraft lines of credit, bearing interest of 1.50% to 4.50%.
|
|
Total
Capacity
(a)
|
|
Outstanding
Borrowings
|
|
Available
Capacity
|
||||||
Americas - Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
9,265
|
|
|
$
|
7,665
|
|
|
$
|
1,600
|
|
Americas - Debt borrowings
(c)
|
1,025
|
|
|
724
|
|
|
301
|
|
|||
International - Debt borrowings
(d)
|
2,453
|
|
|
1,325
|
|
|
1,128
|
|
|||
International - Capital leases
(e)
|
224
|
|
|
197
|
|
|
27
|
|
|||
Other
|
4
|
|
|
4
|
|
|
—
|
|
|||
Total
|
$
|
12,971
|
|
|
$
|
9,915
|
|
|
$
|
3,056
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by approximately $9.3 billion of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by approximately $0.9 billion of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by approximately $1.8 billion of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by approximately $0.2 billion 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
March 31, 2016
.
|
(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
|
||||||
January 2016
|
1,355,967
|
|
|
$
|
28.02
|
|
|
1,355,967
|
|
|
$
|
402,479,379
|
|
February 2016
|
1,118,010
|
|
|
25.54
|
|
|
1,118,010
|
|
|
373,319,925
|
|
||
March 2016
|
498,549
|
|
|
27.08
|
|
|
498,549
|
|
|
360,417,050
|
|
||
Total
|
2,972,526
|
|
|
$
|
26.93
|
|
|
2,972,526
|
|
|
$
|
360,417,050
|
|
(a)
|
Excludes, for the three months ended
March 31, 2016
,
371,184
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:
|
May 4, 2016
|
|
|
|
|
|
|
|
/s/ David B. Wyshner
|
|
|
|
|
David B. Wyshner
|
|
|
|
|
President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
||
Date:
|
May 4, 2016
|
|
|
|
|
|
|
|
/s/ David T. Calabria
|
|
|
|
|
David T. Calabria
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Accounting Officer
|
Exhibit No.
|
Description
|
4.1
|
Indenture, dated as of March 29, 2016, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time party thereto and Deutsche Bank Trust Company Americas as Trustee.
|
10.1
|
Cooperation Agreement, dated as of January 25, 2016, by and among Avis Budget Group, Inc. and SRS (Incorporated by reference to the Company’s Current Report on Form 8-K dated January 25, 2016).
|
10.2
|
Amendment, dated March 28, 2016, to the Employment Agreement between Avis Budget Group, Inc. and Ronald L. Nelson dated April 17, 2014 (Incorporated by reference to the Company’s Current Report on Form 8-K dated March 29, 2016).
|
10.3
|
Employment Agreement between Avis Budget Group, Inc. and David B. Wyshner dated March 28, 2016 (Incorporated by reference to the Company’s Current Report on Form 8-K dated March 29, 2016).
|
10.4
|
Series 2016-1 Supplement, dated as of March 30, 2016, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2016-1 Agent. (Incorporated by reference to the Company’s Current Report on Form 8-K dated April 5, 2016).
|
10.5
|
Eighth Master Amendment and Restatement Deed, by and among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate And Investment Bank, the Opcos, Servicers, Lessees and Fleetcos listed therein, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag, London Branch, the Senior Noteholders and certain other entities named therein, dated April 15, 2016 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2016).*
|
10.6
|
Issuer Note Facility Agreement dated March 5, 2013 among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, the Initial Senior Noteholders listed therein, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 21, 2016).
|
10.7
|
Amended and Restated Framework Agreement dated May 21, 2014 among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, Deutsche Bank AG, London Branch, Caceis Bank France, FCT Carfin, Eurotitrisation, the Senior Noteholders named therein and certain other entities named therein (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 21, 2016).*
|
10.8
|
Master Definitions Agreement dated March 5, 2013, among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate and Investment Bank, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, Deutsche Bank AG, London Branch, the Senior Noteholders named therein and certain other entities named therein (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated April 21, 2016).*
|
10.9
|
Fourth Master Amendment and Restatement Deed, by and among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate And Investment Bank, the Opcos, Servicers, Lessees and Fleetcos listed therein, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag, London Branch, the Senior Noteholders listed therein, Structured Finance Management (Ireland) Limited, CarFin Finance Holdings Limited, Intertrust (Netherlands) B.V. And Vistra B.V., Credit Agricole Corporate And Investment Bank, FCT CarFin, Caceis Bank France, Caceis Corporate Trust, Deutsche Bank Luxembourg S.A. and Fiserv Automotive Solutions, Inc., dated December 15, 2014 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated April 21, 2016).*
|
10.10
|
Seventh Master Amendment and Restatement Deed, by and among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate And Investment Bank, the Opcos, Servicers, Lessees and Fleetcos listed therein, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag, London Branch, the Senior Noteholders and certain other entities named therein, dated January 22, 2016 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated April 21, 2016).*
|
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 |
---|
No information found
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 |
---|