CAR 10-Q Quarterly Report Sept. 30, 2023

AVIS BUDGET GROUP, INC.

10-Qs and 10-Ks

10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
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10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
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10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
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10-Q	Quarter ended Sept. 30, 2020
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10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
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10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
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10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
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10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
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10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
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10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

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DEF 14A	Filed on March 24, 2015
DEF 14A	Filed on March 28, 2014
DEF 14A	Filed on March 26, 2013
DEF 14A	Filed on April 17, 2012
DEF 14A	Filed on March 25, 2011
DEF 14A	Filed on April 1, 2010

car-20230930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 001-10308


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,

07054

(Address of principal executive offices)

(Zip Code)

(973)

496-4700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	CAR	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the issuer’s common stock was 36,221,336 shares as of October 31, 2023.

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		Page
PART I	Financial Information
Item 1.	Financial Statement s
	Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4
	Consolidated Condensed Balance Sheets as of September 30, 2023 and December 31, 2022 (Unaudited)	5
	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	6
	Consolidated Condensed Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	8
	Notes to Consolidated Condensed Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	39
PART II	Other Information
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 5.	Other Information	40
Item 6.	Exhibits	40
	Signatures	41

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q may be considered “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by any such forward-looking statements. Forward-looking statements include information concerning our future financial performance, business strategy, projected plans and objectives. These statements may be identified by the fact that they do not relate to historical or current facts and may use words such as “believes,” “expects,” “anticipates,” “will,” “should,” “could,” “may,” “would,” “intends,” “projects,” “estimates,” “plans,” “forecasts,” “guidance,” and similar words, expressions or phrases. The following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements. These factors include, but are not limited to:

• the high level of competition in the mobility industry, including from new companies or technology, and the impact such competition may have on pricing and rental volume;

• a change in our fleet costs, including as a result of a change in the cost of new vehicles, resulting from inflation or otherwise, manufacturer recalls, disruption in the supply of new vehicles, including due to labor actions by the United Auto Workers or otherwise, shortages in semiconductors used in new vehicle production, and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;

• the results of operations or financial condition of the manufacturers of our vehicles, which could impact their ability to perform their payment obligations under our agreements with them, including repurchase and/or guaranteed depreciation arrangements, and/or their willingness or ability to make vehicles available to us or the mobility industry as a whole on commercially reasonable terms or at all;

• levels of and volatility in travel demand, including future volatility in airline passenger traffic;

• a deterioration in economic conditions, resulting in a recession or otherwise, particularly during our peak season or in key market segments;

• an occurrence or threat of terrorism, the current and any future pandemic diseases, natural disasters, military conflict, including the ongoing military conflict between Russia and Ukraine, or civil unrest in the locations in which we operate, and the potential effects of sanctions on the world economy and markets and/or international trade ;

• 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, including as a result of COVID-19, inflation, the ongoing military conflicts in the Middle East and Eastern Europe, and any embargoes on oil sales imposed on or by the Russian government ;

• our ability to continue to successfully implement or achieve our business plans and strategies, achieve and maintain cost savings and adapt our business to changes in mobility;

• political, economic or commercial instability in the countries in which we operate, and our ability to conform to multiple and conflicting laws or regulations in tho se countries;

• the performance of the used-vehicle market from time to time, including our ability to dispose of vehicles in the used-vehicle market on attractive terms;

• our dependence on third-party distribution channels, third-party suppliers of other services an d co-marketing arrangements with third parties;

• risks related to completed or future acquisitions or investments that we may pursue, including the incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and

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effectively integrate any acquired businesses or capitalize on joint ventures, partnerships and other investments;

• our ability to utilize derivative instruments, and the impact of derivative instruments we utilize, which can be affected by fluctuations in interest rates, gasoline prices and exchange rates, changes in government regulations and other factors;

• our exposure to uninsured or unpaid claims in excess of historical levels and our ability to obtain insurance at desired levels and the cost of that insurance;

• risks associated with litigation or governmental or regulatory inquiries, or any failure or inability to comply with laws, regulations or contractual obligations or any changes in laws, regulations or contractual obligations, including with respect to personally identifiable information and consumer privacy, labor and employment, and tax;

• risks related to protecting the integrity of, and preventing unauthorized access to, our information technology systems or those of our third-party vendors, licensees, dealers, independent operators and independent contractors, and protecting the confidential information of our employees and customers against security breaches, including physical or cybersecurity breaches, attacks, or other disruptions, compliance with privacy and data protection regulation, and the effects of any potential increase in cyberattacks on the world economy and markets and/or international trade;

• any impact on us from the actions of our third-party vendors, licensees, dealers, independent operators and independent contractors and/or disputes that may arise out of our agreements with such parties;

• any major disruptions in our communication networks or information systems;

• risks related to tax obligations and the effect of future changes in tax laws and accounting standards;

• risks related to our indebtedness, including our substantial outstanding debt obligations, recent and future interest rate increases, which increase our financing costs, downgrades by rating agencies and our ability to incur substantially more debt;

• our ability to obtain financing for our global operations, including the funding of our vehicle fleet through the issuance of asset-backed securities and use of the global lending markets;

• our ability to meet the financial and other covenants contained in the agreements governing our indebtedness, or to obtain a waiver or amendment of such covenants should we be unable to meet such covenants;

• significant changes in the assumptions and estimates that are used in our impairment testing for goodwill or intangible assets, which could result in a significant impairment of our goodwill or intangible assets; and

• other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services.

We operate in a continuously changing business environment and new risk factors emerge from time to time. New risk factors, factors beyond our control, or changes in the impact of identified risk factors may cause actual results to differ materially from those set forth in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. Moreover, we do not assume responsibility if future results are materially different from those forecasted or anticipated. Other factors and assumptions not identified above, including those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 2 and “Risk Factors” in Item 1A in this quarterly report and in similarly titled sections set forth in Item 7 and in Item 1A and in other portions of our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2023 (the “2022 Form 10-K”), may cause actual results to differ materially from those projected in any forward-looking statements.

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Although we believe that our assumptions are reasonable, any or all of our forward-looking statements may prove to be inaccurate and we can make no guarantees about our future performance. Should unknown risks or uncertainties materialize or underlying assumptions prove inaccurate, actual results could differ materially from past results and/or those anticipated, estimated or projected. We undertake no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, except per share data)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Revenues		$	3,564	$	3,547	$	9,244	$	9,223

Expenses
	Operating	1,543		1,464		4,325		3,960
	Vehicle depreciation and lease charges, net	517		134		1,157		479
	Selling, general and administrative	397		384		1,099		1,026
	Vehicle interest, net	208		107		513		281
	Non-vehicle related depreciation and amortization	55		59		163		168
	Interest expense related to corporate debt, net:
	Interest expense	80		64		221		181
	Early extinguishment of debt	1		—		1		—
	Restructuring and other related charges	2		2		7		16
	Transaction-related costs, net	3		—		3		1
	Other (income) expense, net	1		( 9 )		3		( 9 )
Total expenses		2,807		2,205		7,492		6,103

Income before income taxes		757		1,342		1,752		3,120
Provision for income taxes		130		311		377		788
Net income		627		1,031		1,375		2,332
	Less: net income (loss) attributable to non-controlling interests	1		( 3 )		2		( 9 )
Net income attributable to Avis Budget Group, Inc.		$	626	$	1,034	$	1,373	$	2,341

Comprehensive income attributable to Avis Budget Group, Inc.		$	586	$	979	$	1,344	$	2,289

Earnings per share
	Basic	$	16.96	$	22.08	$	35.11	$	47.34
	Diluted	$	16.78	$	21.67	$	34.71	$	46.32

See Notes to Consolidated Condensed Financial Statements (Unaudited).

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Avis Budget Group, Inc.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except par value)

(Unaudited)


		September 30, 2023		December 31, 2022
Assets
Current assets:
	Cash and cash equivalents	$	572	$	570
	Receivables, net	918		810
	Other current assets	736		506
Total current assets		2,226		1,886

Property and equipment, net		647		594
Operating lease right-of-use assets		2,661		2,405
Deferred income taxes		1,472		1,379
Goodwill		1,081		1,070
Other intangibles, net		658		666
Other non-current assets		475		499
Total assets exclusive of assets under vehicle programs		9,220		8,499

Assets under vehicle programs:
	Program cash	146		70
	Vehicles, net	21,247		15,961
	Receivables from vehicle manufacturers and other	519		421
	Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party	1,172		976
		23,084		17,428
Total Assets		$	32,304	$	25,927

Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable and other current liabilities	$	2,733	$	2,547
	Short-term debt and current portion of long-term debt	30		27
Total current liabilities		2,763		2,574

Long-term debt		4,736		4,644
Long-term operating lease liabilities		2,178		1,884
Other non-current liabilities		520		554
Total liabilities exclusive of liabilities under vehicle programs		10,197		9,656

Liabilities under vehicle programs:
	Debt	3,538		2,534
	Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party	15,115		11,275
	Deferred income taxes	3,092		2,754
	Other	390		408
		22,135		16,971
Commitments and contingencies (Note 13)

Stockholders’ equity:
	Preferred stock, $ 0.01 par value—authorized 10 shares; none issued and outstanding, respectively	—		—
	Common stock, $ 0.01 par value—authorized 250 shares; issued 137 shares, respectively	1		1
	Additional paid-in capital	6,626		6,666
	Retained earnings	3,952		2,579
	Accumulated other comprehensive loss	( 130 )		( 101 )
	Treasury stock, at cost— 100 and 98 shares, respectively	( 10,482 )		( 9,848 )
Stockholders’ equity attributable to Avis Budget Group, Inc.		( 33 )		( 703 )
	Non-controlling interests	5		3
Total stockholders’ equity		( 28 )		( 700 )
Total Liabilities and Stockholders’ Equity		$	32,304	$	25,927

See Notes to Consolidated Condensed Financial Statements (Unaudited).

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Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


			Nine Months Ended September 30,
			2023		2022
Operating activities
Net income			$	1,375	$	2,332
Adjustments to reconcile net income to net cash provided by operating activities:
	Vehicle depreciation		1,631		1,232
	Amortization of right-of-use assets		824		637
	(Gain) loss on sale of vehicles, net		( 600 )		( 856 )
	Non-vehicle related depreciation and amortization		163		168

	Stock-based compensation		24		19
	Amortization of debt financing fees		29		25
	Early extinguishment of debt costs		1		—
	Net change in assets and liabilities:
		Receivables	( 84 )		( 194 )
		Income taxes and deferred income taxes	251		640
		Accounts payable and other current liabilities	28		415
	Operating lease liabilities		( 821 )		( 639 )
	Other, net		214		83
Net cash provided by operating activities			3,035		3,862

Investing activities
Property and equipment additions			( 180 )		( 120 )
Proceeds received on asset sales			1		2
Net assets acquired (net of cash acquired)			( 52 )		( 1 )
Cash disposed upon deconsolidation of subsidiary			—		( 55 )
Other, net			—		22
Net cash used in investing activities exclusive of vehicle programs			( 231 )		( 152 )

Vehicle programs:
	Investment in vehicles		( 12,609 )		( 7,946 )
	Proceeds received on disposition of vehicles		6,106		4,608
	Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party		( 425 )		( 351 )
	Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party		229		265
			( 6,699 )		( 3,424 )
Net cash used in investing activities			( 6,930 )		( 3,576 )

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Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)

(In millions)

(Unaudited)


		Nine Months Ended September 30,
		2023		2022
Financing activities
Proceeds from long-term borrowings		$	439	$	729
Payments on long-term borrowings		( 343 )		( 17 )
Net change in short-term borrowings		—		( 1 )

Repurchases of common stock		( 690 )		( 2,574 )
Debt financing fees		( 9 )		( 7 )
Contributions from non-controlling interests		—		40

Net cash used in financing activities exclusive of vehicle programs		( 603 )		( 1,830 )

Vehicle programs:
	Proceeds from borrowings	18,214		13,075
	Payments on borrowings	( 13,594 )		( 11,360 )
	Debt financing fees	( 39 )		( 23 )
		4,581		1,692
Net cash provided by (used in) financing activities		3,978		( 138 )

Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash		( 4 )		( 53 )

Net increase in cash and cash equivalents, program and restricted cash		79		95
Cash and cash equivalents, program and restricted cash, beginning of period		642		626
Cash and cash equivalents, program and restricted cash, end of period		$	721	$	721

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Table of Contents

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Stockholders’ Equity Attributable to Avis Budget Group, Inc.		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at June 30, 2023	137.1	$	1	$	6,625	$	3,326	$	( 90 )	( 98.0 )	$	( 9,991 )	$	( 129 )	$	4	$	( 125 )


Comprehensive income (loss):
Net income (loss)	—	—		—		626		—		—	—		626		1		627
Other comprehensive income (loss)	—	—		—		—		( 40 )		—	—		( 40 )		—		( 40 )
Total comprehensive income (loss)						626		( 40 )					586		1		587


Net activity related to restricted stock units	—	—		1		—		—		—	—		1		—		1
Repurchases of common stock (a)	—	—		—		—		—		( 2.2 )	( 491 )		( 491 )		—		( 491 )
Balance at September 30, 2023	137.1	$	1	$	6,626	$	3,952	$	( 130 )	( 100.2 )	$	( 10,482 )	$	( 33 )	$	5	$	( 28 )

Balance at June 30, 2022	137.1	$	1	$	6,643	$	1,122	$	( 130 )	( 88.8 )	$	( 8,290 )	$	( 654 )	$	5	$	( 649 )

Comprehensive income (loss):
Net income (loss)	—	—		—		1,034		—		—	—		1,034		( 3 )		1,031
Other comprehensive income (loss)	—	—		—		—		( 55 )		—	—		( 55 )		—		( 55 )
Total comprehensive income (loss)						1,034		( 55 )					979		( 3 )		976

Contributions from non-controlling interests	—	—		40		—		—		—	—		40		—		40
Net activity related to restricted stock units	—	—		( 7 )		—		—		—	1		( 6 )		—		( 6 )
Repurchases of common stock	—	—		—		—		—		( 5.3 )	( 868 )		( 868 )		—		( 868 )
Balance at September 30, 2022	137.1	$	1	$	6,676	$	2,156	$	( 185 )	( 94.1 )	$	( 9,157 )	$	( 509 )	$	2	$	( 507 )


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Stockholders’ Equity Attributable to Avis Budget Group, Inc.		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2022	137.1	$	1	$	6,666	$	2,579	$	( 101 )	( 97.6 )	$	( 9,848 )	$	( 703 )	$	3	$	( 700 )


Comprehensive income (loss):
Net income (loss)	—	—		—		1,373		—		—	—		1,373		2		1,375
Other comprehensive income (loss)	—	—		—		—		( 29 )		—	—		( 29 )		—		( 29 )
Total comprehensive income (loss)						1,373		( 29 )					1,344		2		1,346


Net activity related to restricted stock units	—	—		( 40 )		—		—		0.3	3		( 37 )		—		( 37 )
Repurchases of common stock (a)	—	—		—		—		—		( 2.9 )	( 637 )		( 637 )		—		( 637 )
Balance at September 30, 2023	137.1	$	1	$	6,626	$	3,952	$	( 130 )	( 100.2 )	$	( 10,482 )	$	( 33 )	$	5	$	( 28 )

Balance at December 31, 2021	137.1	$	1	$	6,676	$	( 185 )	$	( 133 )	( 81.2 )	$	( 6,579 )	$	( 220 )	$	11	$	( 209 )

Comprehensive income (loss):
Net income (loss)	—	—		—		2,341		—		—	—		2,341		( 9 )		2,332
Other comprehensive income (loss)	—	—		—		—		( 52 )		—	—		( 52 )		—		( 52 )
Total comprehensive income (loss)						2,341		( 52 )					2,289		( 9 )		2,280

Contributions from non-controlling interests	—	—		40		—		—		—	—		40		—		40
Net activity related to restricted stock units	—	—		( 40 )		—		—		0.3	( 2 )		( 42 )		—		( 42 )
Repurchases of common stock	—	—		—		—		—		( 13.2 )	( 2,576 )		( 2,576 )		—		( 2,576 )
Balance at September 30, 2022	137.1	$	1	$	6,676	$	2,156	$	( 185 )	( 94.1 )	$	( 9,157 )	$	( 509 )	$	2	$	( 507 )

__________

(a) Amount includes excise taxes due under the Inflation Reduction Act of 2022.

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Avis Budget Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

(Unless otherwise noted, all dollar amounts in tables are in millions, except per share amounts)

1. Basis of Presentation

Avis Budget Group, Inc. provides mobility solutions to businesses and consumers worldwide. The accompanying unaudited Consolidated Condensed Financial Statements include the accounts and transactions of Avis Budget Group, Inc. and its subsidiaries, as well as entities in which Avis Budget Group, Inc. directly or indirectly has a controlling financial interest (collectively, “we”, “our”, “us”, or the “Company”), and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim financial reporting.

We operate the following reportable business segments:

• Americas - consisting primarily of (i) vehicle rental operations in North America, South America, Central America and the Caribbean, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which we do not operate directly.

• International - consisting primarily of (i) vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which we do not operate directly.

The operating results of acquired businesses are included in the accompanying Consolidated Condensed Financial Statements from the dates of acquisition. Differences between the preliminary allocation of purchase price and the final allocation for our 2022 acquisitions of various licensees were not material. We consolidate joint venture activities when we have a controlling interest and record non-controlling interests within stockholders’ equity and the statement of comprehensive income equal to the percentage of ownership interest retained in such entities by the respective non-controlling party.

In presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Consolidated Condensed Financial Statements contain all adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with our 2022 Annual Report on Form 10-K (the “2022 Form 10-K”).

Summary of Significant Accounting Policies

Our significant accounting policies are fully described in Note 2 – Summary of Significant Accounting Policies in our 2022 Form 10-K.

Cash and cash equivalents, Program cash and Restricted cash. The following table provides a detail of cash and cash equivalents, program and restricted cash reported within the Consolidated Condensed Balance Sheets to the amounts shown in the Consolidated Condensed Statements of Cash Flows.


	As of September 30,
	2023		2022
Cash and cash equivalents	$	572	$	581
Program cash	146		139
Restricted cash (a)	3		1
Total cash and cash equivalents, program and restricted cash	$	721	$	721

________

(a) Included within other current assets.

Vehicle Programs. We present separately the financial data of our vehicle programs. These programs are distinct from our other activities since the assets under vehicle programs are generally funded through the issuance of debt that is collateralized by such assets. The income generated by these assets is used, in part, to repay the principal and interest associated with the debt. Cash inflows and outflows relating to the acquisition of such assets and the principal debt repayment or financing of such assets are classified as activities of our vehicle programs. We believe it is appropriate to segregate the financial data of our vehicle programs because, ultimately, the source of repayment of such debt is the realization of such assets.

Transaction-related costs, net. Transaction-related costs, net are classified separately in the Consolidated Condensed Statements of Comprehensive Income. These costs are comprised of expenses primarily related to acquisition-related activities such as due diligence and other advisory costs, expenses related to the integration of the acquiree’s operations with those of our operations, including the implementation of best practices and process improvements, non-cash gains and losses related to re-acquired rights, expenses related to pre-acquisition contingencies and contingent consideration related to acquisitions.

Currency Transactions. We record the gain or loss on foreign currency transactions on certain intercompany loans and the gain or loss on intercompany loan hedges within interest expense related to corporate debt, net.

Divestitures. In February 2022, we completed the sale of our operations in the United States Virgin Islands for $ 13 million, for the right to operate the Avis brand. During the nine months ended September 30, 2022, we recorded a gain of $ 2 million within restructuring and other related charges.

In March 2022, we completed the sale of our operations in the Netherlands for $ 15 million, subject to working capital adjustments, for the right to operate the Avis and Budget brands. During the nine months ended September 30, 2022, we recorded a loss of $ 7 million, net of impact of foreign currency adjustments, within restructuring and other related charges. The Netherlands operations were reported within our International reporting segment.

Variable Interest Entity (“VIE”). We review our investments to determine if they are VIEs. A VIE is an entity in which either (i) the equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. Entities that are determined to be VIEs are consolidated if we are the primary beneficiary of the entity. The primary beneficiary possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. We will reconsider our original assessment of a VIE upon the occurrence of certain events such as contributions and redemptions, either by us, or third parties, or amendments to an entity’s governing documents. On an ongoing basis, we reconsider whether we are deemed to be a VIE’s primary beneficiary. See Note 15 – Related Party Transactions for our VIE investment in our former subsidiary.

Investments. As of September 30, 2023 and December 31, 2022, we had equity method investments with a carrying value o f $ 89 million and $ 77 million, respectively, which are included in other non-current assets. Earnings from our equity method investments are included within operating expenses. For the three months ended September 30, 2023 and 2022, we recorded $ 7 million related to our equity method investments in each period. For the nine months ended September 30, 2023 and 2022, we recorded $ 11 million and $ 10 million related to our equity method investments, respectively. See Note 15 – Related Party Transactions for our equity method investment in our former subsidiary.

Revenues. Revenues are recognized under “Leases (Topic 842),” with the exception of royalty fee revenue derived from our licensees and revenue related to our customer loyalty program, which were approximately $ 53 million and $ 51 million during the three months ended September 30, 2023 and 2022, respectively, and $ 139 million and $ 127 million during the nine months ended September 30, 2023 and 2022, respectively.

The following table presents our revenues disaggregated by geography:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Americas	$	2,736	$	2,703	$	7,180	$	7,270
Europe, Middle East and Africa	672		678		1,582		1,527
Asia and Australasia	156		166		482		426
Total revenues	$	3,564	$	3,547	$	9,244	$	9,223

The following table presents our revenues disaggregated by brand:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Avis	$	2,043	$	1,958	$	5,206	$	4,992
Budget	1,314		1,371		3,471		3,637
Other	207		218		567		594
Total revenues	$	3,564	$	3,547	$	9,244	$	9,223

________

Other includes Zipcar and other operating brands.

Recently Issued Accounting Pronouncements

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which amends Topic 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. ASU 2021-08 became effective for us on January 1, 2023. The adoption of this accounting pronouncement did not have a material impact on our Consolidated Condensed Financial Statements.

2. Leases

Lessor

The following table presents our lease revenues disaggregated by geography:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Americas	$	2,715	$	2,682	$	7,120	$	7,216
Europe, Middle East and Africa	646		654		1,518		1,468
Asia and Australasia	150		160		467		412
Total lease revenues	$	3,511	$	3,496	$	9,105	$	9,096

The following table presents our lease revenues disaggregated by brand:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Avis	$	2,011	$	1,926	$	5,120	$	4,915
Budget	1,298		1,356		3,430		3,598
Other	202		214		555		583
Total lease revenues	$	3,511	$	3,496	$	9,105	$	9,096

_______

Other includes Zipcar and other operating brands.

Lessee

We have operating and finance leases for rental locations, corporate offices, vehicle rental fleet and equipment. Many of our operating leases for rental locations contain concession agreements with various airport authorities that allow us to conduct our vehicle rental operations on site. In general, concession fees for airport locations are based on a percentage of total commissionable revenue as defined by each airport authority, some of which are subject to minimum annual guaranteed amounts. Concession fees other than minimum annual guaranteed amounts are not included in the measurement of operating lease right of use (“ROU”) assets and operating lease liabilities, and are recorded as variable lease expense as incurred. Our operating leases for rental locations often also require us to pay or reimburse operating expenses.

The components of lease expense are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Property leases (a)
Operating lease expense	$	212	$	184	$	631	$	513
Variable lease expense	136		169		327		423
Total property lease expense	$	348	$	353	$	958	$	936

__________

(a) Primarily within operating expenses.

Supplemental balance sheet information related to leases is as follows:


	As of September 30, 2023			As of December 31, 2022
Property leases
Operating lease ROU assets	$	2,661		$	2,405

Short-term operating lease liabilities (a)	$	521		$	555
Long-term operating lease liabilities	2,178			1,884
Operating lease liabilities	$	2,699		$	2,439

Weighted average remaining lease term	8.4 years			8.2 years
Weighted average discount rate	4.74		%	4.30		%

_________

(a) Included in accounts payable and other current liabilities .

Supplemental cash flow information related to leases is as follows:


	Nine Months Ended September 30,
	2023		2022
Cash payments for lease liabilities within operating activities:
Property operating leases	$	645	$	537
Non-cash activities - increase (decrease) in ROU assets in exchange for lease liabilities:
Property operating leases	$	914	$	508

3. Restructuring and Other Related Charges

During second quarter 2022, we initiated a restructuring plan to focus on consolidating our global operations by designing new processes and implementing new systems (“Cost Optimization”). As of September 30, 2023, we formally communicated the termination of employment to approximately 300 employees as part of this process and terminated approximately 275 of these employees. We expect further restructuring expense of approximately $ 1 million related to this initiative to be incurred this year.

The following table presents our restructuring liabilities and related activities by reportable segment as it relates to our Cost Optimization plan, which are all personnel related in nature:


		Americas		International		Total
Balance as of January 1, 2023		$	1	$	3	$	4
	Restructuring expense	5		2		7
	Restructuring payments and utilization	( 5 )		( 3 )		( 8 )
Balance as of September 30, 2023		$	1	$	2	$	3

4. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) (shares in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Net income attributable to Avis Budget Group, Inc. for basic and diluted EPS		$	626	$	1,034	$	1,373	$	2,341

Basic weighted average shares outstanding		36.9		46.8		39.1		49.5
Non-vested stock (a)		0.4		0.9		0.4		1.1
Diluted weighted average shares outstanding		37.3		47.7		39.5		50.6

Earnings per share:
	Basic	$	16.96	$	22.08	$	35.11	$	47.34
	Diluted	$	16.78	$	21.67	$	34.71	$	46.32

________

(a) For the three and nine months ended September 30, 2023, an immaterial amount and 0.1 million non-vested stock awards, respectively, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. For the three and nine months ended September 30, 2022, 0.1 million non-vested stock awards, in each period, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding.

5. Other Current Assets

Other current assets consisted of:


	As of September 30, 2023		As of December 31, 2022
Prepaid expenses	$	300	$	252
Sales and use taxes	276		142
Other	160		112
Other current assets	$	736	$	506

6. Acquisitions

In June 2023, we completed the acquisition of a licensee in North America for approximately $ 14 million, plus approximately $ 20 million for acquired fleet. This investment is in-line with our strategy to re-acquire licensees when advantageous to expand our footprint of Company-operated locations. The acquired fleet was financed under our existing financing arrangements. In connection with this acquisition, approximately $ 14 million was recorded to other intangibles related to franchise agreements. The license agreements are being amortized over a weighted average useful life of approximately five years . The fair value of the assets acquired and liabilities assumed has not yet been finalized and is therefore subject to change.

In September 2023, we completed the acquisition of McNicoll Vehicle Hire, a vehicle rental company in Scotland specializing in van and car rentals, for approximately $ 17 million, net of acquired cash. The investment enabled the Company to expand its footprint of vehicle rental services in Scotland. The fair value of the assets acquired and liabilities assumed has not yet been finalized and is therefore subject to change.

7. Intangible Assets

Intangible assets consisted of:


	As of September 30, 2023						As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible Assets
License agreements	$	301	$	226	$	75	$	290	$	217	$	73
Customer relationships	245		212		33		247		207		40
Other	49		43		6		48		39		9
Total	$	595	$	481	$	114	$	585	$	463	$	122
Unamortized Intangible Assets
Goodwill	$	1,081					$	1,070
Trademarks	$	544					$	544

For the three months ended September 30, 2023 and 2022, amortization expense related to amortizable intangible assets was approximat el y $ 6 million and $ 9 million, respectively. For the nine months ended September 30, 2023 and 2022, amortization expense related to amortizable intangible assets was approximat el y $ 20 million and $ 35 million, respectively. Based on our amortizable intangible assets at September 30, 2023, we expect amortization expense of approximately $ 7 million for the remainder of 2023, $ 25 million for 2024, $ 19 million for 2025, $ 17 million for 2026, $ 14 million for 2027 and $ 10 million for 2028, excluding effects of currency exchange rates.

8. Vehicle Rental Activities

The components of vehicles, net within assets under vehicle programs are as follows:


	As of		As of
	September 30,		December 31,
	2023		2022
Rental vehicles	$	23,168	$	17,819
Less: Accumulated depreciation	( 2,510 )		( 2,211 )
	20,658		15,608
Vehicles held for sale	563		317
Vehicles, net investment in lease (a)	26		36
Vehicles, net	$	21,247	$	15,961

________

(a) See Note 15 – Related Party Transactions.

The components of vehicle depreciation and lease charges, net are summarized below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Depreciation expense	$	614	$	455	$	1,631	$	1,232
Lease charges	48		38		126		103
(Gain) loss on sale of vehicles, net	( 145 )		( 359 )		( 600 )		( 856 )
Vehicle depreciation and lease charges, net	$	517	$	134	$	1,157	$	479

At September 30, 2023 and 2022, we had payables related to vehicle purchases included in liabilities under vehicle programs - other of $ 206 million and $ 154 million, respectively, and receivables related to vehicle sales included in assets under vehicle programs - receivables from vehicle manufacturers and other of $ 252 million and $ 225 million, respectively.

9. Income Taxes

Our effective tax rate for the nine months ended September 30, 2023 was a provision of 21.5 %. Such rate differed from the Federal Statutory rate of 21.0% primarily due to foreign taxes on our International operations and state taxes, partially offset by the effect of certain tax credits and favorable adjustments related to stock-based compensation.

Our effective tax rate for the nine months ended September 30, 2022 was a provision of 25.3 %. Such rate differed from the Federal Statutory rate of 21.0% primarily due to foreign taxes on our International operations and state taxes.

10. Accounts Payable and Other Current Liabilities

Accounts payable and other current liabilities consisted of:


	As of		As of
	September 30,		December 31,
	2023		2022
Accounts payable	$	514	$	466
Short-term operating lease liabilities	521		555
Accrued sales and use taxes	329		246
Accrued advertising and marketing	285		268
Deferred lease revenues - current	228		188
Accrued payroll and related	201		205
Public liability and property damage insurance liabilities – current	176		174
Other	479		445
Accounts payable and other current liabilities	$	2,733	$	2,547

11. Long-term Corporate Debt and Borrowing Arrangements

Long-term corporate debt and borrowing arrangements consisted of:


		As of		As of
	Maturity Date	September 30,		December 31,
		2023		2022
4.125 % euro-denominated Senior Notes	November 2024	$	—	$	321
4.500 % euro-denominated Senior Notes	May 2025	264		268
4.750 % euro-denominated Senior Notes	January 2026	370		375
5.750 % Senior Notes	July 2027	735		732
4.750 % Senior Notes	April 2028	500		500
5.375 % Senior Notes	March 2029	600		600
7.250 % euro-denominated Senior Notes	July 2030	423		—
Floating Rate Term Loan (a)	August 2027	1,167		1,176
Floating Rate Term Loan (b)	March 2029	722		725
Other (c)		28		18
Deferred financing fees		( 43 )		( 44 )
Total		4,766		4,671
Less: Short-term debt and current portion of long-term debt		30		27
Long-term debt		$	4,736	$	4,644

__________

(a) The floating rate term loan is part of our senior revolving credit facility, which is secured by pledges of capital stock of certain of our subsidiaries, and liens on substantially all of our intellectual property and certain other real and personal property. As of September 30, 2023, the floating rate term loan due 2027 bears interest at one-month Secured Overnight Financing Rate (“SOFR”) plus 175 basis points, for an aggregate rate of 7.18 %. We have entered into a swap to hedge $ 750 million of interest rate exposure related to the floating rate term loan at an aggregate rate of 3.26 %.

(b) The floating rate term loan is part of our senior revolving credit facility, which is secured by pledges of capital stock of certain of our subsidiaries, and liens on substantially all of our intellectual property and certain other real and personal property. As of September 30, 2023, the floating rate term loan due 2029 bears interest at one-month SOFR plus 350 basis points for an aggregate rate of 8.92 %.

In July 2023, we issued € 400 million of 7.25 % euro-denominated Senior Notes due July 2030, at par, with interest payable semi-annually. In September 2023, we used net proceeds from the offering primarily to redeem € 300 million of our outstanding 4.125 % euro-denominated Senior Notes due November 2024 plus accrued interest.

Committed Credit Facilities and Available Funding Arrangements

As of September 30, 2023, the committed corporate credit facilities available to us and/or our subsidiaries were as follows:


	Total Capacity		Outstanding Borrowings		Letters of Credit Issued		Available Capacity
Senior revolving credit facility maturing 2026 (a)	$	2,000	$	—	$	1,536	$	464

__________

(a) The senior revolving credit facility bears interest at one-month SOFR plus 175 basis points and is part of our senior credit facilities, which include the floating rate term loan and the senior revolving credit facility, and which are secured by pledges of capital stock of certain of our subsidiaries, liens on substantially all of our intellectual property and certain other real and personal property.

Debt Covenants

The agreements governing our indebtedness contain restrictive covenants, including restrictions on dividends paid to us by certain of our subsidiaries, the incurrence of additional indebtedness and/or liens by us and certain of our subsidiaries, acquisitions, mergers, liquidations, and sale and leaseback transactions. Our senior credit facility also contains a maximum leverage ratio requirement. As of September 30, 2023, we were in compliance with the financial covenants governing our indebtedness.

12. Debt Under Vehicle Programs and Borrowing Arrangements

Debt under vehicle programs, including related party debt due to Avis Budget Rental Car Funding (AESOP) LLC (“Avis Budget Rental Car Funding”), consisted of:


	As of		As of
	September 30,		December 31,
	2023		2022
Americas - Debt due to Avis Budget Rental Car Funding	$	15,182	$	11,322
Americas - Debt borrowings	889		598
International - Debt borrowings	2,385		1,700
International - Finance leases	184		176
Other	86		65
Deferred financing fees (a)	( 73 )		( 52 )
Total	$	18,653	$	13,809

__________

(a) Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of September 30, 2023 and December 31, 2022 were $ 67 million and $ 47 million, respectively.

In September 2023, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary issued $ 300 million and

$ 700 million of asset-backed notes to investors with an expected final payment date of August 2027 and February 2029, respectively, and a weighted average interest rate of 6.09 % and 6.21 %, respectively.

Debt Maturities

The following table provides the contractual maturities of our debt under vehicle programs, including related party debt due to Avis Budget Rental Car Funding, at September 30, 2023:


	Debt under Vehicle Programs (a)
Within 1 year (b)	$	4,343
Between 1 and 2 years (c)	5,646
Between 2 and 3 years	2,924
Between 3 and 4 years	2,794
Between 4 and 5 years (d)	1,939
Thereafter	1,080
Total	$	18,726

__________

(a) Vehicle-backed debt primarily represents asset-backed securities.

(b) Includes $ 2.7 billion of bank and bank-sponsored facilities.

(d) Includes $ 0.1 billion of bank and bank-sponsored facilities.

Committed Credit Facilities and Available Funding Arrangements

As of September 30, 2023, available funding under our debt arrangements related to our vehicle programs, including related party debt due to Avis Budget Rental Car Funding, consisted of:


	Total Capacity (a)		Outstanding Borrowings (b)		Available Capacity
Americas - Debt due to Avis Budget Rental Car Funding	$	15,896	$	15,182	$	714
Americas - Debt borrowings	940		889		51
International - Debt borrowings	2,625		2,385		240
International - Finance leases	249		184		65
Other	86		86		—
Total	$	19,796	$	18,726	$	1,070

__________

(a) Capacity is subject to maintaining sufficient assets to collateralize debt. The total capacity for Americas - Debt due to Avis Budget Rental Car Funding includes increases from an amendment and renewal of our asset-backed variable-funding financing facilities during March 2023 and was subsequently amended during July 2023.

(b) The outstanding debt is collateralized by vehicles and related assets of $ 17.5 billion for Americas - Debt due to Avis Budget Rental Car Funding; $ 1.4 billion for Americas - Debt borrowings; $ 3.1 billion for International - Debt borrowings; and $ 0.2 billion for International - Finance leases.

Debt Covenants

The agreements under our vehicle-backed funding programs contain restrictive covenants, including restrictions on dividends paid to us by certain of our subsidiaries and restrictions on indebtedness, mergers, liens, liquidations, and sale and leaseback transactions and in some cases also require compliance with certain financial requirements. As of September 30, 2023, we are not aware of any instances of non-compliance with any of the financial or restrictive covenants contained in the debt agreements under our vehicle-backed funding programs.

13. Commitments and Contingencies

Contingencies

In 2006, we completed the spin-offs of our Realogy and Wyndham subsidiaries (now known as Anywhere

Real Estate, Inc., and Wyndham Hotels and Resorts, Inc. and Travel + Leisure Co., respectively). We do not believe that the impact of any resolution of pre-existing contingent liabilities in connection with the spin-offs should result in a material liability to us in relation to our consolidated financial position or liquidity, as Anywhere Real Estate, Inc., Wyndham Hotels and Resorts, Inc. and Travel + Leisure Co. have agreed to assume responsibility for these liabilities.

In March 2023, the California Office of Tax Appeals (“OTA”) issued an opinion in a case involving notices of proposed assessment of California corporation franchise tax for tax year 1999 issued to us. The case involves whether (i) the notices of proposed assessment were barred by the statute of limitations; and (ii) a transaction undertaken by us in tax year 1999 constituted a tax-free reorganization under the Internal Revenue Code (“IRC”). The OTA concluded that the notices of proposed assessment were not barred by the statute of limitations and that the 1999 transaction was not a tax-free reorganization under the IRC. Anywhere Real Estate, Inc. has assumed 62.5 %, and Wyndham Hotels and Resorts, Inc. and Travel + Leisure Co. have assumed 37.5 % of the potential tax liability in this matter, respectively. We have filed a petition for rehearing and intend to vigorously pursue this matter.

We are also named in litigation that is primarily related to the businesses of our former subsidiaries, including Realogy and Wyndham. We are entitled to indemnification from such entities for any liability resulting from such litigation.

In September 2014, Dawn Valli et al. v. Avis Budget Group Inc., et al. was filed in U.S. District Court for the District of New Jersey. The plaintiffs seek to represent a purported nationwide class of certain renters of vehicles from our Avis and Budget subsidiaries from September 30, 2008 through the present. The plaintiffs seek damages in connection with claims relating to alleged misrepresentations and omissions concerning charging customers for traffic infractions and related administrative fees. On October 10, 2023, plaintiffs’ motion for class certification was denied as to their proposed nationwide class and granted as to a subclass, created at the Court’s discretion, of Avis Preferred and Budget Fastbreak members. On October 24, 2023, we filed an appeal with the U.S. Court of Appeals for the Third Circuit. We have been named as a defendant in other purported consumer class action lawsuits, including two class actions filed against us in New Jersey, one seeking damages in connection with a breach of contract claim and another related to ancillary charges at our Payless subsidiary.

We are currently involved, and in the future may be involved, in claims and/or legal proceedings, including class actions, and governmental inquiries that are incidental to our vehicle rental and car sharing operations, including, among others, contract and licensee disputes, competition matters, employment and wage-and-hour claims, insurance and liability claims, intellectual property claims, business practice disputes and other regulatory, environmental, commercial and tax matters. Litigation is inherently unpredictable and, although we believe that our accruals are adequate and/or that we have valid defenses in these matters, unfavorable resolutions could occur. We estimate that the potential exposure resulting from adverse outcomes of current legal proceedings in which it is reasonably possible that a loss may be incurred could, in the aggregate, be up to approximately $ 35 million in excess of amounts accrued as of September 30, 2023. We do not believe that the impact should result in a material liability to us in relation to our consolidated financial condition or results of operations.

Commitments to Purchase Vehicles

We maintain agreements with vehicle manufacturers under which we have agreed to purchase approximate ly $ 6.3 billion of vehicles from manufacturers over the next 12 months, a $ 0.4 billion decrease compared to December 31, 2022, financed primarily through the issuance of vehicle-backed debt and cash received upon the disposition of vehicles. Certain of these commitments are subject to the vehicle manufacturers satisfying their obligations under their respective repurchase and guaranteed depreciation agreements.

Concentrations

Concentrations of credit risk as of September 30, 2023 include (i) risks related to our repurchase and guaranteed depreciation agreements with domestic and foreign car manufacturers and primarily with respect to receivables for program cars that have been disposed but for which we have not yet received payment from the manufacturers and (ii) risks related to Realogy and Wyndham, including receivables of $ 37 million and $ 22 million, re sp ectively, related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition.

14. Stockholders' Equity

Share Repurchases

Our Board of Directors has authorized the repurchase of up t o $ 8.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded most recently in February 2023 (the “Stock Repurchase Program”). During the nine months ended September 30, 2023, we repurchased approximately 2.9 million shares of common stock at a cost of approximately $ 633 million (excluding excise taxes due under the Inflation Reduction Act of 2022) under the program. As of September 30, 2023, approximately $ 1.1 billion of authorization remains available to repurchase common stock under the program.

Total Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income.

The components of other comprehensive income (loss) were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Net income		$	627	$	1,031	$	1,375	$	2,332
	Less: net income (loss) attributable to non-controlling interests	1		( 3 )		2		( 9 )
Net income attributable to Avis Budget Group, Inc.		626		1,034		1,373		2,341
Other comprehensive income (loss):
	Currency translation adjustments (net of tax of $( 8 ), $( 16 ), $( 3 ) and $( 33 ), respectively)	( 43 )		( 78 )		( 41 )		( 121 )
	Net unrealized gain (loss) on cash flow hedges (net of tax of $( 1 ), $( 8 ), $( 3 ) and $( 23 ), respectively)	2		22		9		65
	Minimum pension liability adjustment (net of tax of $( 1 ), $ 0 , $( 1 ), $ 0 , respectively)	1		1		3		4
		( 40 )		( 55 )		( 29 )		( 52 )
Comprehensive income attributable to Avis Budget Group, Inc.		$	586	$	979	$	1,344	$	2,289

__________

Currency translation adjustments exclude income taxes related to indefinite investments in foreign subsidiaries.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows:


		Currency Translation Adjustments		Net Unrealized Gains (Losses) on Cash Flow Hedges (a)		Minimum Pension Liability Adjustment (b)		Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2023		$	( 30 )	$	45	$	( 116 )	$	( 101 )
	Other comprehensive income (loss) before reclassifications	( 41 )		17		—		( 24 )
	Amounts reclassified from accumulated other comprehensive income (loss)	—		( 8 )		3		( 5 )
Net current-period other comprehensive income (loss)		( 41 )		9		3		( 29 )
Balance, September 30, 2023		$	( 71 )	$	54	$	( 113 )	$	( 130 )

Balance, January 1, 2022		$	16	$	( 19 )	$	( 130 )	$	( 133 )
	Other comprehensive income (loss) before reclassifications	( 121 )		57		1		( 63 )
	Amounts reclassified from accumulated other comprehensive income (loss)	—		8		3		11
Net current-period other comprehensive income (loss)		( 121 )		65		4		( 52 )
Balance, September 30, 2022		$	( 105 )	$	46	$	( 126 )	$	( 185 )

__________

All components of accumulated other comprehensive income (loss) are net of tax, except currency translation adjustments, which exclude income taxes related to indefinite investments in foreign subsidiaries and include $ 123 million gain, net of tax, as of September 30, 2023 related to our hedge of our investment in euro-denominated foreign operations (see Note 17 – Financial Instruments).

(a) For the three months ended September 30, 2023 and 2022, the amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were gains of $ 2 million ($ 2 million, net of tax) and losses of $ 1 million ($ 1 million, net of tax), respectively. For the nine months ended September 30, 2023 and 2022, the amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were gains of $ 10 million ($ 8 million, net of tax) and losses of $ 10 million ($ 8 million, net of tax), respectively.

(b) For the three months ended September 30, 2023 and 2022, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were losses of $ 1 million ($ 1 million, net of tax) and losses of $ 1 million ($ 1 million, net of tax), respectively. For the nine months ended September 30, 2023 and 2022, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were losses of $ 4 million ($ 3 million, net of tax) and losses of $ 4 million ($ 3 million, net of tax), respectively.

15. Related Party Transactions

SRS Mobility Ventures, LLC

In 2021, SRS Mobility Ventures, LLC acquired a 33 1/3% Class A Membership Interest in one of our subsidiaries at fair value of $ 37.5 million. SRS Mobility Ventures, LLC is an affiliate of our largest shareholder, SRS Investment Management, LLC.

On September 1, 2022, through the issuance of Class B Preferred Voting Membership Interests, SRS Mobility Ventures, LLC increased their ownership in this subsidiary to 51 % at a fair value of $ 62 million. As a result, we deconsolidated our former subsidiary, Avis Mobility Ventures LLC (“AMV”), from our financial statements and began reporting our proportional share of the former subsidiary’s income or loss within other (income) expense, net in our Consolidated Condensed Statements of Comprehensive Income as we no longer have the ability to direct the significant activities of the former subsidiary and are therefore no longer primary beneficiary of the VIE. In August 2023, SRS made a capital contribution to AMV, increasing their ownership to approximately 60 %.

In accordance with ASC Topic 810-10-40, we must deconsolidate a subsidiary as of the date we cease to have a controlling interest in that subsidiary and recognize the gain or loss in net income at that time. The fair value of our retained investment was determined utilizing a discounted cash flow methodology based on various assumptions, including projections of future cash flows, which include forecast of future revenue and EBITDA. Upon deconsolidation, our former subsidiary had a net asset carrying amount of $ 49 million resulting in a gain of $ 10 million.

We continue to provide vehicles, related fleet services, and certain administrative services to AMV to support their operations.

For the three months ended September 30, 2023 and 2022 , we recorded $ 6 million and $ 2 million of related income within other (income) expense, net, respectively. For the nine months ended September 30, 2023 and 2022, we recorded $ 20 million and $ 2 million of related income within other (income) expense, net, respectively. For the three months ended September 30, 2023 and 2022 , we recorded losses of $ 7 million and $ 3 million related to our equity method investment. For the nine months ended September 30, 2023 and 2022, we recorded losses of $ 23 million and $ 3 million within other (income) expense, net, related to our equity investment, respectively.

As of September 30, 2023 and December 31, 2022, receivables from AMV related to these services were $ 6 million, in each period, and our net investment in vehicle finance lease with AMV, which is included in vehicles, net, was $ 26 million and $ 36 million, respectively. The carrying value of our equity investment in AMV as of September 30, 2023 and December 31, 2022 was approximately $ 26 million and $ 49 million, respectively, which is included in other non-current assets.

16. Stock-Based Compensation

We recorded stock-based compensation expense of $ 7 million ($ 5 million, net of tax) during the three months ended September 30, 2023 and 2022, in each period, and $ 23 million and $ 19 million ( $ 16 million and $ 14 million, net of tax) during the nine months ended September 30, 2023 and 2022, respectively .

In 2020, we granted market-based restricted stock units (“RSUs”) that vest based on absolute stock price attainment. The grant date fair value of this award is estimated using a Monte Carlo simulation model.

The weighted average assumptions used in the model are as follows:


Expected volatility of stock price						91 %
Risk-free interest rate						0.18 %
Valuation period						3 years
Dividend yield						— %

The activity related to RSUs consisted of (in thousands of shares):


			Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Time-based RSUs
	Outstanding at January 1, 2023		451	$	92.06
		Granted (a)	74	209.08
		Vested (b)	( 251 )	52.95
		Forfeited	( 7 )	163.91
	Outstanding and expected to vest at September 30, 2023 (c)		267	$	159.55	1.4	$	48
Performance-based and market-based RSUs
	Outstanding at January 1, 2023		691	$	57.56
		Granted (a)	90	208.64
		Vested (b)	( 381 )	21.05
		Forfeited	( 10 )	147.56
	Outstanding at September 30, 2023		390	$	125.82	1.1	$	70
	Outstanding and expected to vest at September 30, 2023 (c)		344	$	116.00	1.1	$	62

__________

(a) Reflects the maximum number of stock units assuming achievement of all performance-, market- and time-vesting criteria and does not include those for non-employee directors. The weighted-average fair value of time-based RSUs and performance-based RSUs granted during the nine months ended September 30, 2022 w as $ 178.13 and $ 193.48 , respectively .

(b) The total fair value of RSUs vested during the nine months ended September 30, 2023 and 2022 was $ 21 million and $ 22 million, respectively.

(c) Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amoun ted to $ 50 million and will be recognized over a weighted average vesting period of 1.3 years .

17. Financial Instruments

Derivative Instruments and Hedging Activities

Currency Risk. We use currency exchange contracts to manage our exposure to changes in currency exchange rates associated with certain of our non-U.S.-dollar denominated receivables and forecasted royalties, forecasted earnings of non-U.S. subsidiaries and forecasted non-U.S.-dollar denominated acquisitions. We primarily hedge a portion of our current-year currency exposure to the Australian, Canadian and New Zealand dollars, the euro and the British pound sterling. The majority of forward contracts do not qualify for hedge accounting treatment. The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk they economically hedge. Forward contracts used to hedge forecasted third-party receipts and disbursements up to 12 months are designated and do qualify as cash flow hedges. We have designated our euro-denominated notes as a hedge of our investment in euro-denominated foreign operations.

The estimated net amount of existing gains or losses we expect to reclassify from accumulated other comprehensive income (loss) to earnings for cash flow and net investment hedges over the next 12 months is not material.

Interest Rate Risk. We use various hedging strategies including interest rate swaps and interest rate caps to create what we deem an appropriate mix of fixed and floating rate assets and liabilities. We use interest rate swaps and interest rate caps to manage the risk related to our floating rate corporate debt and our floating rate vehicle-backed debt. We record the changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. We record the gains or losses related to freestanding derivatives, which are not designated as a hedge for accounting purposes, currently in earnings and are presented in the same line of the income statement expected for the hedged item. We estimate that approximately $ 29 million of gain curr ently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months.

Commodity Risk. We periodically enter into derivative commodity contracts to manage our exposure to chan ges in the price of gasoline. These instruments were designated as freestanding derivatives and the changes in fair value are recorded in earnings and are presented in the same line of the income statement expected for the hedged item.

We held derivative instruments with absolute notional values as follows:


	As of September 30, 2023
Foreign exchange contracts	$	1,277
Interest rate caps (a)	14,772
Interest rate swaps	750

__________

(a) Repres ents $ 10.1 billion of interest rate caps sold, partially offset by approximately $ 4.7 billion of interest rate caps purchased. These amounts exclude $ 5.9 billion of interest rate caps purchased by our Avis Budget Rental Car Funding subsidiary as it is not consolidated by us .

Estimated fair values (Level 2) of derivative instruments are as follows:


		As of September 30, 2023				As of December 31, 2022
		Fair Value, Asset Derivatives		Fair Value, Derivative Liabilities		Fair Value, Derivative Assets		Fair Value, Derivative Liabilities
Derivatives designated as hedging instruments
	Interest rate swaps (a)	$	72	$	—	$	61	$	—

Derivatives not designated as hedging instruments
	Foreign exchange contracts (b)	3		3		4		6
	Interest rate caps (c)	46		131		46		111

	Total	$	121	$	134	$	111	$	117

__________

Amounts in this table exclude derivatives issued by Avis Budget Rental Car Funding, as it is not consolidated by us; however, certain amounts related to the deriv atives held by Avis Budget Rental Car Funding are included within accumulated other comprehensive income (loss), as discussed in Note 14 – Stockholders' Equity.

(a) Included in other non-current assets or other non-current liabilities.

(b) Included in other current assets or other current liabilities.

The effects of derivatives recognized in our Consolidated Condensed Financial Statements are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Derivatives designated as hedging instruments (a)
	Interest rate swaps (b)	$	2	$	22	$	9	$	65
	Euro-denominated notes (c)	23		46		9		104
Derivatives not designated as hedging instruments (d)
	Foreign exchange contracts (e)	3		27		( 12 )		70
	Interest rate caps (f)	—		2		( 1 )		1

	Total	$	28	$	97	$	5	$	240

__________

(a) Recognized, net of tax, as a component of accumulated other comprehensive income (loss) within stockholders’ equity.

(b) Classified as a net unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss). Refer to Note 14 – Stockholders' Equity for amounts reclassified from accumulated other comprehensive income (loss) into earnings.

(c) Classified as a net investment hedge within currency translation adjustment in accumulated other comprehensive income (loss).

(d) Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.

(e) Included in interest expense.

(f) Primarily included in vehicle interest, net.

Debt Instruments

The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows:


		As of September 30, 2023				As of December 31, 2022
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Corporate debt
	Short-term debt and current portion of long-term debt	$	30	$	30	$	27	$	26
	Long-term debt	4,736		4,629		4,644		4,411

Debt under vehicle programs
	Vehicle-backed debt due to Avis Budget Rental Car Funding	$	15,115	$	14,656	$	11,275	$	10,848
	Vehicle-backed debt	3,407		3,410		2,423		2,422
	Interest rate swaps and interest rate caps (a)	131		131		111		111

__________

(a) Derivatives in a liability position.

18. Segment Information

Our chief operating decision-maker assesses performance and allocates resources based upon the separate financial information of our operating segments. In identifying our reportable segments, we also consider the nature of services provided by our operating segments, the geographical areas in which the segments operate and other relevant factors. We aggregate certain of our operating segments into our reportable segments.

Management evaluates the operating results of each of our reportable segments based upon revenues and “Adjusted EBITDA,” which we define as income (loss) from continuing operations before non-vehicle related depreciation and amortization; any impairment charges; restructuring and other related charges; early extinguishment of debt costs; non-vehicle related interest; transaction-related costs, net; charges for legal matters, net, which includes amounts recorded in excess of $ 5 million related to class action lawsuits and personal injury matters; non-operational charges related to shareholder activist activity, which include third party advisory, legal and other professional fees; COVID-19 charges, net; cloud computing costs; other (income) expense, net; and income taxes.

We believe Adjusted EBITDA is useful as a supplemental measure in evaluating the performance of our operating businesses and in comparing our results from period to period. We also believe that Adjusted EBITDA is useful to investors because it allows them to assess our results of operations and financial condition on the same basis that management uses internally. Our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.


			Three Months Ended September 30,
			2023				2022
			Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas			$	2,736	$	740	$	2,703	$	1,185
International			828		196		844		291
Corporate and Other (a)			—		( 29 )		—		( 16 )
	Total Company		$	3,564	$	907	$	3,547	$	1,460

Reconciliation of Adjusted EBITDA to income before income taxes:
					2023				2022
Adjusted EBITDA					$	907			$	1,460
Less:		Non-vehicle related depreciation and amortization			55				59
		Interest expense related to corporate debt, net
		Interest expense			80				64
		Early extinguishment of debt			1				—
		Restructuring and other related charges			2				2
		Transaction-related costs, net			3				—
		Other (income) expense, net (b)			1				( 9 )
		Reported within operating expenses:
		Cloud computing costs			8				2




Income before income taxes					$	757			$	1,342

__________

(a) Includes unallocated corporate overhead which is not attributable to a particular segment.

(b) Primarily consists of gains or losses related to our equity investment in a former subsidiary, offset by fleet related and certain administrative services provided to the same former subsidiary.


			Nine Months Ended September 30,
			2023				2022
			Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas			$	7,180	$	1,887	$	7,270	$	3,036
International			2,064		372		1,953		497
Corporate and Other (a)			—		( 80 )		—		( 58 )
	Total Company		$	9,244	$	2,179	$	9,223	$	3,475

Reconciliation of Adjusted EBITDA to income before income taxes:
					2023				2022
Adjusted EBITDA					$	2,179			$	3,475
Less:		Non-vehicle related depreciation and amortization			163				168
		Interest expense related to corporate debt, net
		Interest expense			221				181
		Early extinguishment of debt			1				—
		Restructuring and other related charges			7				16
		Transaction-related costs, net			3				1
		Other (income) expense, net (b)			3				( 9 )
		Reported within operating expenses:
		Cloud computing costs			24				6
		COVID-19 charges			—				( 9 )
		Legal matters, net			5				1


Income before income taxes					$	1,752			$	3,120

__________

(a) Includes unallocated corporate overhead which is not attributable to a particular segment.

(b) Primarily consists of gains or losses related to our equity investment in a former subsidiary, offset by fleet related and certain administrative services provided to the same former subsidiary.

Since December 31, 2022, there have been no significant changes in segment assets exclusive of assets under vehicle programs. As of September 30, 2023 and December 31, 2022, Americas’ segment assets under vehicle programs were approxim ately $ 19.2 billion an d $ 14.3 billion , respectively. This increase in assets under vehicle programs is directly correlated to the increase in the size and cost of our vehicle rental fleet to meet demand.

19. Subsequent Events

In October 2023, we completed the acquisition of a licensee in North America for approximately $ 10 million, plus approximately $ 4 million in acquired fleet.

In October 2023, we repurchased approximately 665 thousand shares of common stock at a cost of approximately $ 114 million under the Stock Repurchase Program.

In October 2023, SRS made a capital contribution to AMV, diluting our ownership from approximately 40 % to 34 %.

* * * *

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes included in this Quarterly Report on Form 10-Q, and with our 2022 Form 10-K. Our actual results of operations may differ materially from those discussed in forward-looking statements as a result of various factors, including those discussed in “Forward-Looking Statements”. See “Forward-Looking Statements” and “Risk Factors” for additional information. Unless otherwise noted, all dollar amounts in tables are in millions.


OVERVIEW

Our Company

We operate three of the most globally recognized brands in mobility solutions, Avis, Budget and Zipcar, together with several other brands well recognized in their respective markets. We are a leading vehicle rental operator in North America, Europe, Australasia and certain other regions we serve, with an average rental fleet of approximately 754,000 vehicles in third quarter 2023. We also license the use of our trademarks to licensees in the areas in which we do not operate directly. We and our licensees operate our brands in approximately 180 countries throughout the world.

Our Segments

We categorize our operations into two reportable business segments: Americas , consisting primarily of our vehicle rental operations in North America, South America, Central America and the Caribbean, car sharing operations in certain of these markets, and licensees in certain areas in which we do not operate directly; and International , consisting primarily of our vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, car sharing operations in certain of these markets, and licensees in certain areas in which we do not operate directly.

Business and Trends

Our strategy continues to primarily focus on costs and customer experience to strengthen our company, enable resilience, and deliver stakeholder value. During the three months ended September 30, 2023, we generated revenues of $3.6 billion, net income of $627 million and Adjusted EBITDA of $907 million. These results were driven by increased volume, offset by increased fleet costs and sustained inflationary pressures on costs.

We continue to be susceptible to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations. The factors and trends that we currently believe are or will be most impactful to our results of operations and financial condition include the following: interest rates, inflationary impact on items such as commodity prices and wages, disruption in the supply of new vehicles, used car values, and an economic downturn that may impact travel demand, all of which may be exacerbated by the ongoing military conflicts in the Middle East and Eastern Europe. We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition, and future results of operations.

RESULTS OF OPERATIONS

We measure performance principally using the following key metrics: (i) rental days, which represent the total number of days (or portion thereof) a vehicle was rented, (ii) revenue per day, which represents revenues divided by rental days, (iii) vehicle utilization, which represents rental days divided by available rental days, with available rental days being defined as average rental fleet times the number of days in the period, and (iv) per-unit fleet costs, which represent vehicle depreciation, lease charges and gain or loss on vehicle sales, divided by average rental fleet. Our rental days, revenue per day and vehicle utilization metrics are all calculated based on the actual rental of the vehicle during a 24-hour period. We believe that this methodology provides management with the most relevant metrics in order to effectively manage the performance of the business. Our calculation may not be comparable to the calculation of similarly titled metrics by other companies. We present currency exchange rate effects to provide a method of assessing how our business performed excluding the effects of foreign currency rate fluctuations. Currency exchange rate effects are calculated by translating the current period results at the prior period average exchange rate plus any related gains and losses on currency hedges.

We assess performance and allocate resources based upon the separate financial information of our operating segments. In identifying our reportable segments, we also consider the nature of services provided by our operating segments, the geographical areas in which our segments operate and other relevant factors. Management evaluates the operating results of each of our reportable segments based upon revenues and “Adjusted EBITDA,” which we define as income (loss) from continuing operations before non-vehicle related depreciation and amortization; any impairment charges; restructuring and other related charges; early extinguishment of debt costs; non-vehicle related interest; transaction-related costs, net; charges for legal matters, net, which includes amounts recorded in excess of $5 million related to class action lawsuits and personal injury matters; non-operational charges related to shareholder activist activity, which include third party advisory, legal and other professional fees; COVID-19 charges, net; cloud computing costs; other (income) expense, net, and income taxes.

We believe Adjusted EBITDA is useful as a supplemental measure in evaluating the performance of our operating businesses and in comparing our results from period to period. We also believe that Adjusted EBITDA is useful to investors because it allows them to assess our results of operations and financial condition on the same basis that management uses internally. Adjusted EBITDA is a non-GAAP measure and should not be considered in isolation or as a substitute for net income or other income statement data prepared in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

During the nine months ended September 30, 2023:

• Our revenues totaled $9.2 billion, consistent with the similar period in 2022.

• Our net income was $1.4 billion, representing a decrease of $968 million year-over-year, primarily due to increased fleet costs and sustained inflationary pressures on costs.

• Our Adjusted EBITDA was $2.2 billion, representing a decrease of $1.3 billion year-over-year.

Three Months Ended September 30, 2023 vs. Three Months Ended September 30, 2022

Our consolidated condensed results of operations comprised of the following:


		Three Months Ended September 30,
		2023		2022		$ Change		% Change
Revenues		$	3,564	$	3,547	$	17	0	%

Expenses
	Operating	1,543		1,464		79		5	%
	Vehicle depreciation and lease charges, net	517		134		383		286	%
	Selling, general and administrative	397		384		13		3	%
	Vehicle interest, net	208		107		101		94	%
	Non-vehicle related depreciation and amortization	55		59		(4)		(7	%)
	Interest expense related to corporate debt, net:
	Interest expense	80		64		16		25	%
	Early extinguishment of debt	1		—		1		n/m
	Restructuring and other related charges	2		2		—		0	%
	Transaction-related costs, net	3		—		3		n/m
	Other (income) expense, net	1		(9)		10		n/m
Total expenses		2,807		2,205		602		27	%

Income before income taxes		757		1,342		(585)		(44	%)
Provision for income taxes		130		311		(181)		(58	%)
Net income		627		1,031		(404)		(39	%)
Less: net income (loss) attributable to non-controlling interests		1		(3)		4		n/m
Net income attributable to Avis Budget Group, Inc.		$	626	$	1,034	$	(408)	(39	%)

___________

n/m - Not Meaningful

Revenues were consistent with the similar period in 2022, primarily due to a 5% increase in volume, offset by a 5% decrease in revenue per day, excluding exchange rate effects. Total expenses increased 27% during the three months ended September 30, 2023 compared to the similar period in 2022, primarily due to increased fleet and interest costs. Our effective tax rates were a provision of 17.2% and 23.2% for the three months ended September 30, 2023 and 2022, respectively. As a result of these items, our net income decreased by $408 million compared to the similar period in 2022. For the three months ended September 30, 2023 and 2022, we reported earnings per diluted share of $16.78 and $21.67, respectively.

Operating expenses increased to 43.3% of revenue during the three months ended September 30, 2023 compared to 41.3% during the similar period in 2022, primarily due to an increase in volume, a decrease in revenue per day, excluding exchange rate effects, and cost inflation. Vehicle depreciation and lease charges increased to 14.5% of revenue during the three months ended September 30, 2023 compared to 3.8% during the similar period in 2022, primarily due to increased per unit fleet costs, excluding exchange rate effects, driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs were 11.1% of revenue, consistent with the similar period in 2022, primarily due to increased marketing costs, offset by a decrease in other selling, general and administrative costs. Vehicle interest costs increased to 5.8% of revenue during the three months ended September 30, 2023, compared to 3.0% during the similar period in 2022, primarily due to rising interest rates and additional funding for vehicles.

Following is a more detailed discussion of the results of each of our reportable segments and reconciliation of net income to Adjusted EBITDA:


				Three Months Ended September 30,
				2023				2022
				Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas				$	2,736	$	740	$	2,703	$	1,185
International				828		196		844		291
Corporate and Other (a)				—		(29)		—		(16)
	Total Company			$	3,564	$	907	$	3,547	$	1,460

				Reconciliation to Adjusted EBITDA
								2023		2022
Net income								$	627	$	1,031
Provision for income taxes								130		311
Income before income taxes								757		1,342

Add:		Non-vehicle related depreciation and amortization						55		59
		Interest expense related to corporate debt, net
			Interest expense					80		64
			Early extinguishment of debt					1		—
		Restructuring and other related charges						2		2
		Transaction-related costs, net						3		—
		Other (income) expense, net (b)						1		(9)
		Reported within operating expenses:
		Cloud computing costs						8		2


Adjusted EBITDA								$	907	$	1,460

__________

(a) Includes unallocated corporate overhead which is not attributable to a particular segment.

(b) Primarily consists of gains or losses related to our equity investment in a former subsidiary, offset by fleet related and certain administrative services provided to the same former subsidiary.

Americas


	Three Months Ended September 30,
	2023		2022		% Change
Revenues	$	2,736	$	2,703	1	%
Adjusted EBITDA	740		1,185		(38	%)

Revenues increased 1% during the three months ended September 30, 2023 compared to the similar period in 2022, primarily due to a 7% increase in volume, partially offset by a 5% decrease in revenue per day.

Operating expenses increased to 44.1% of revenue during the three months ended September 30, 2023 compared to 42.7% during the similar period in 2022, primarily due to an increase in volume, a decrease in revenue per day, and cost inflation. Vehicle depreciation and lease charges increased to 13.2% of revenue during the three months ended September 30, 2023 compared to 0.5% during the similar period in 2022, primarily due to increased per-unit fleet costs, driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs were 9.3% of revenue, consistent with the similar period in 2022, primarily due to increased marketing costs, offset by a decrease in other selling, general and administrative costs. Vehicle interest costs increased to 6.4% of revenue during the three months ended September 30, 2023 compared to 3.5% during the similar period in 2022, primarily due to rising interest rates and additional funding for vehicles.

Adjusted EBITDA decreased 38% during the three months ended September 30, 2023 compared to the similar period in 2022, primarily due to higher per-unit fleet costs and inflationary pressures.

International


	Three Months Ended September 30,
	2023		2022		% Change
Revenues	$	828	$	844	(2	%)
Adjusted EBITDA	196		291		(33	%)

Revenues decreased 2% during the three months ended September 30, 2023, compared to the similar period in 2022, primarily due to a 7% decrease in revenue per day, excluding exchange rate effects, partially offset by a 1% increase in volume and a $40 million positive impact from currency exchange rate movements.

Operating expenses increased to 39.4% of revenue during the three months ended September 30, 2023 compared to 36.4% during the similar period in 2022, primarily due to a decrease in revenue per day , excluding exchange rate effects, and cost inflation. Vehicle depreciation and lease charges increased to 18.7% of revenue during the three months ended September 30, 2023 compared to 14.2% during the similar period in 2022, primarily due to increased per-unit fleet costs, excluding exchange rate effects, driven by a decrease in the gain on sale of vehicles. Selling, general and administrative costs increased to 14.2% of revenue during the three months ended September 30, 2023 compared to 13.2% during the similar period in 2022, primarily due to cost inflation. Vehicle interest costs increased to 4.1% of revenue during the three months ended September 30, 2023 compared to 1.6% during the similar period in 2022, primarily due to rising interest rates and additional funding for vehicles.

Adjusted EBITDA decreased 33% during the three months ended September 30, 2023 compared to the similar period in 2022, primarily due to a decrease in revenue per day , excluding exchange rate effects, and higher per-unit fleet costs, partially offset by a $4 million positive impact from currency exchange rate movements.

Nine Months Ended September 30, 2023 vs. Nine Months Ended September 30, 2022

Our consolidated condensed results of operations comprised the following:


		Nine Months Ended September 30,
		2023		2022		$ Change		% Change
Revenues		$	9,244	$	9,223	$	21	0	%

Expenses
	Operating	4,325		3,960		365		9	%
	Vehicle depreciation and lease charges, net	1,157		479		678		142	%
	Selling, general and administrative	1,099		1,026		73		7	%
	Vehicle interest, net	513		281		232		83	%
	Non-vehicle related depreciation and amortization	163		168		(5)		(3	%)
	Interest expense related to corporate debt, net:
	Interest expense	221		181		40		22	%
	Early extinguishment of debt	1		—		1		n/m
	Restructuring and other related charges	7		16		(9)		n/m
	Transaction-related costs, net	3		1		2		n/m
	Other (income) expense, net	3		(9)		12		n/m
Total expenses		7,492		6,103		1,389		23	%

Income before income taxes		1,752		3,120		(1,368)		(44	%)
Provision for income taxes		377		788		(411)		(52	%)
Net income		1,375		2,332		(957)		(41	%)
Less: net income (loss) attributable to non-controlling interests		2		(9)		11		n/m
Net income attributable to Avis Budget Group, Inc.		$	1,373	$	2,341	$	(968)	(41	%)

___________

n/m - Not Meaningful

Revenues during the nine months ended September 30, 2023 were consistent with the similar period in 2022, primarily due to a 5% increase in volume, partially offset by a 4% decrease in revenue per day, excluding exchange rate effects. Total expenses increased 23% during the nine months ended September 30, 2023, compared to the similar period in 2022, primarily due to increased fleet costs, interest costs, and the impact of inflation. Our effective tax rates were a provision of 21.5% and 25.3% for the nine months ended September 30, 2023 and 2022, respectively. As a result of these items, our net income decreased by $968 million compared to the similar period in 2022. For the nine months ended September 30, 2023 and 2022, we reported earnings per diluted share of $34.71 and $46.32, respectively.

Operating expenses increased to 46.8% of revenue during the nine months ended September 30, 2023 compared to 42.9% during the similar period in 2022, primarily due to an increase in volume, a decrease in revenue per day, excluding exchange rate effects, and cost inflation. Vehicle depreciation and lease charges increased to 12.5% of revenue during the nine months ended September 30, 2023 compared to 5.2% during the similar period in 2022, primarily due to increased per unit fleet costs, excluding exchange rate effects, driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs increased to 11.9% of revenue during the nine months ended September 30, 2023 compared to 11.1% during the similar period in 2022, primarily due to increased marketing costs and inflation. Vehicle interest costs increased to 5.5% of revenue during the nine months ended September 30, 2023 compared to 3.0% during the similar period in 2022, primarily due to rising interest rates and additional funding for vehicles.

Following is a more detailed discussion of the results of each of our reportable segments and reconciliation of net income to Adjusted EBITDA:


			Nine Months Ended September 30,
			2023				2022
			Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas			$	7,180	$	1,887	$	7,270	$	3,036
International			2,064		372		1,953		497
Corporate and Other (a)			—		(80)		—		(58)
	Total Company		$	9,244	$	2,179	$	9,223	$	3,475

			Reconciliation to Adjusted EBITDA
							2023		2022
Net income							$	1,375	$	2,332
Provision for income taxes							377		788
Income before income taxes							1,752		3,120

Add:		Non-vehicle related depreciation and amortization					163		168
		Interest expense related to corporate debt, net
		Interest expense					221		181
		Early extinguishment of debt					1		—
		Restructuring and other related charges					7		16
		Transaction-related costs, net					3		1
		Other (income) expense, net (b)					3		(9)
		Reported within operating expenses:
		Cloud computing costs					24		6
		COVID-19 charges					—		(9)
		Legal matters, net					5		1
Adjusted EBITDA							$	2,179	$	3,475

__________

(a) Includes unallocated corporate overhead which is not attributable to a particular segment.

(b) Primarily consists of gains or losses related to our equity investment in a former subsidiary, offset by fleet related and certain administrative services provided to the same former subsidiary.

Americas


	Nine Months Ended September 30,
	2023		2022		% Change
Revenues	$	7,180	$	7,270	(1	%)
Adjusted EBITDA	1,887		3,036		(38	%)

Revenues decreased 1% during the nine months ended September 30, 2023 compared to the similar period in 2022, primarily due to a 5% decrease in revenue per day, partially offset by a 4% increase in volume.

Operating expenses increased to 47.1% of revenue during the nine months ended September 30, 2023 compared to 42.9% during the similar period in 2022, primarily due to an increase in volume, a decrease in revenue per day, and cost inflation. Vehicle depreciation and lease charges increased to 11.0% of revenue during the nine months ended September 30, 2023 compared to 2.3% during the similar period in 2022, primarily due to increased per-unit fleet costs, driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles . Selling, general and administrative costs were 9.7% of revenue, consistent with the similar period in 2022, primarily due to increased marketing costs, offset by a decrease in other selling, general and administrative costs. Vehicle interest costs increased to 6.0% of revenue during the nine months ended September 30, 2023 compared to 3.4% during the similar period in 2022, primarily due to rising interest rates and additional funding for vehicles.

Adjusted EBITDA decreased 38% during the nine months ended September 30, 2023 compared to the similar period in 2022, primarily due to higher per-unit fleet costs and inflationary pressures.

International


	Nine Months Ended September 30,
	2023		2022		% Change
Revenues	$	2,064	$	1,953	6	%
Adjusted EBITDA	372		497		(25	%)

Revenues increased 6% during the nine months ended September 30, 2023 compared to the similar period in 2022 , primarily due to a 7% increase in volume and a $5 million positive impact from currency exchange rate movements, partially offset by a 1% decrease in revenue per day, excluding exchange rate effects.

Operating expenses increased to 44.8% of revenue during the nine months ended September 30, 2023 compared to 42.5% during the similar period in 2022 , primarily due to a decrease in revenue per day, excluding exchange rate effects, and cost inflation. Vehicle depreciation and lease charges increased to 17.7% of revenue during the nine months ended September 30, 2023 compared to 15.9% during the similar period in 2022, primarily due to increased per-unit fleet costs, excluding exchange rate effects, driven by increased depreciation rates and a decrease in the gain on sale of vehicles. Selling, general and administrative costs increased to 15.6% of revenue during the nine months ended September 30, 2023 compared to 14.4% during the similar period in 2022, primarily due to increased marketing costs and inflation. Vehicle interest costs increased to 3.9% of revenue during the nine months ended September 30, 2023 compared to 1.9% during the similar period in 2022, primarily due to rising interest rates and additional funding for vehicles .

Adjusted EBITDA decreased 25% during the nine months ended September 30, 2023 compared to the similar period in 2022, primarily due to higher per-unit fleet costs, inflationary pressures, and a $4 million negative impact from currency exchange rate movements.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We present separately the financial data of our vehicle programs. These programs are distinct from our other activities as the assets under vehicle programs are generally funded through the issuance of debt that is collateralized by such assets. The income generated by these assets is used, in part, to repay the principal and interest associated with the debt. Cash inflows and outflows relating to the generation or acquisition of such assets and the principal debt repayment or financing of such assets are classified as activities of our vehicle programs. We believe it is appropriate to segregate the financial data of our vehicle programs because, ultimately, the source of repayment of such debt is the realization of such assets.

FINANCIAL CONDITION


	September 30, 2023		December 31, 2022		Change
Total assets exclusive of assets under vehicle programs	$	9,220	$	8,499	$	721
Total liabilities exclusive of liabilities under vehicle programs	10,197		9,656		541
Assets under vehicle programs	23,084		17,428		5,656
Liabilities under vehicle programs	22,135		16,971		5,164
Total stockholders’ equity	(28)		(700)		672

The increases in assets and liabilities under vehicle programs are principally related to the increase in the size and cost of our vehicle rental fleet.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are cash on hand and our ability to generate cash through operations and financing activities, as well as available funding arrangements and committed credit facilities, each of which is discussed below.

In January 2023, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary issued $500 million and $350 million of asset-backed notes to investors with an expected final payment date of April 2028 and October 2026, respectively, and a weighted average interest rate of 5.36% and 5.31%, respectively. The proceeds from these borrowings were used to repay maturing vehicle-backed debt and the acquisition of rental cars in the United States.

In April 2023, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary issued $450 million and $550 million of asset-backed notes to investors with an expected final payment date of February 2027 and June 2028, respectively, and a weighted average interest rate of 5.67% and 5.76%, respectively. The proceeds from these borrowings were used to repay maturing vehicle-backed debt and the acquisition of rental cars in the United States.

In June 2023, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary issued $476 million and $526 million of asset-backed notes to investors with an expected final payment date of April 2027 and December 2028, respectively, and a weighted average interest rate of 5.91% and 5.98%, respectively. The proceeds from these borrowings were used to repay maturing vehicle-backed debt and the acquisition of rental cars in the United States.

In July 2023, we issued €400 million of 7.25% euro-denominated Senior Notes due July 2030, at par, with interest payable semi-annually. In September 2023, we used net proceeds from the offering primarily to redeem €300 million of our outstanding 4.125% euro-denominated Senior Notes due November 2024 plus accrued interest.

In September 2023, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary issued $300 million and $700 million of asset-backed notes to investors with an expected final payment date of August 2027 and February 2029, respectively, and a weighted average interest rate of 6.09% and 6.21%, respectively. The proceeds from these borrowings were used to repay maturing vehicle-backed debt and the acquisition of rental cars in the United States.

Our Board of Directors has authorized the repurchase of up to $8.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded, most recently in February 2023 . Our stock repurchases may occur through open market purchases, privately negotiated transactions or trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restricted payment capacity under our debt instruments and other factors. The repurchase program may be suspended, modified or discontinued at any time without prior notice. The repurchase program has no set expiration or termination date. D uring the nine months ended September 30, 2023, we repurchased approximately 2.9 million shares of common stock at a cost of approximately $633 million (excluding excise taxes due under the Inflation Reduction Act of 2022) under the program. As of September 30, 2023, approximately $1.1 billion of authorization remained available to repurchase common stock under the program.

CASH FLOWS

The following table summarizes our cash flows:


		Nine Months Ended September 30,
		2023		2022		Change
Cash provided by (used in):
	Operating activities	$	3,035	$	3,862	$	(827)
	Investing activities	(6,930)		(3,576)		(3,354)
	Financing activities	3,978		(138)		4,116
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash		(4)		(53)		49
Net increase in cash and cash equivalents, program and restricted cash		79		95		(16)
Cash and cash equivalents, program and restricted cash, beginning of period		642		626		16
Cash and cash equivalents, program and restricted cash, end of period		$	721	$	721	$	—

The decrease in cash provided by operating activities during the nine months ended September 30, 2023 compared with the similar period in 2022 is primarily due to the decrease in our net income.

The increase in cash used in investing activities during the nine months ended September 30, 2023 compared with the similar period in 2022 is primarily due to the increase in our net investment in vehicles.

The increase in cash provided by financing activities during the nine months ended September 30, 2023 compared with the similar period in 2022 is primarily due to the increase in our net borrowings under vehicle programs, offset by decreases in our repurchases of common stock and our net corporate borrowings.

DEBT AND FINANCING ARRANGEMENTS

At September 30, 2023, we had approximately $23.4 billion of indebtedness, including corporate indebtedness of approximately $4.8 billion and debt under vehicle programs of approximately $18.7 billion. For information regarding our debt and borrowing arrangements, see Notes 1, 11 and 12 to our Consolidated Condensed Financial Statements.

LIQUIDITY RISK

Our primary liquidity needs include the procurement of rental vehicles to be used in our operations, servicing of corporate and vehicle-related debt and the payment of operating expenses. The present intention of management is to reinvest the undistributed earnings of our foreign subsidiaries indefinitely into our foreign operations. Our primary sources of funding are operating revenue, cash received upon the sale of vehicles, borrowings under our vehicle-backed borrowing arrangements and our senior revolving credit facility, and other financing activities.

Our liquidity has in the past been, and could in the future be, negatively affected by any financial market disruptions or the absence of a recovery or worsening of the U.S. and worldwide economies, which may result in unfavorable conditions in the mobility industry, in the asset-backed financing market and in the credit markets generally. We believe these factors have affected and could further affect the debt ratings assigned to us by credit rating agencies and the cost of our borrowings. Additionally, a worsening or prolonged downturn in the worldwide economy or a disruption in the credit markets could further impact our liquidity due to (i) decreased demand and pricing for vehicles in the used-vehicle market, (ii) increased costs associated with, and/or reduced capacity or increased collateral needs under, our financings, (iii) the adverse impact of vehicle manufacturers being unable or unwilling to honor their obligations to repurchase or guarantee the depreciation on the related program vehicles and (iv) disruption in our ability to obtain financing due to negative credit events specific to us or affecting the overall debt market.

As of September 30, 2023, we had $572 million of available cash and cash equivalents and access to available borrowings under our revolving credit facility of approximately $464 million, providing us with access to an approximate $1.0 billion of total liquidity.

Our liquidity position could also be negatively impacted if we are unable to remain in compliance with the consolidated first lien leverage ratio requirement and other covenants associated with our senior credit facilities and other borrowings. As of September 30, 2023, we were in compliance with the financial covenants governing our indebtedness. For additional information regarding our liquidity risks, see Part I, Item 1A, “Risk Factors” of our 2022 Form 10-K.

CONTRACTUAL OBLIGATIONS

Our future contractual obligations have not changed significantly from the amounts reported within our 2022 Form 10-K with the exception of our commitment to purchase vehicles, which decreased by approximately $0.4 billion from December 31, 2022, to approximately $6.3 billion as of September 30, 2023 due to seasonality. Changes to our obligations related to corporate indebtedness and debt under vehicle programs are presented above within the section titled “Liquidity and Capital Resources—Debt and Financing Arrangements” and also within Notes 11 and 12 to our Consolidated Condensed Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

Accounting Policies

The results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex. However, in presenting our financial statements in conformity with generally accepted accounting principles (GAAP), we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they relate to future events and/or events that are outside of our control. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented within the section titled “Critical Accounting Estimates” of our 2022 Form 10-K are the accounting policies (related to goodwill and other indefinite-lived intangible assets, vehicles, income taxes and public liability, property damage and other insurance liabilities) that we believe require subjective and complex judgments that could potentially affect reported results. There have been no significant changes to those accounting policies or our assessment of which accounting policies we would consider to be critical accounting policies.

New Accounting Standards

For detailed information regarding new accounting standards and their impact on our business, see Note 1 to our Consolidated Condensed Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to a variety of market risks, including changes in currency exchange rates, interest rates and gasoline prices. We assess our market risks based on changes in interest and currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency exchange rates. We used September 30, 2023 market rates to perform a sensitivity analysis separately for each of these market risk exposures. We have determined, through such analyses, that the impact of a 10% change in interest or currency exchange rates on our results of operations, balance sheet and cash flows would not be material. Additionally, we have commodity price exposure related to fluctuations in the price of unleaded gasoline. We anticipate that such commodity risk will remain a market risk exposure for the foreseeable future. We determined that a 10% change in the price of unleaded gasoline would not have a material impact on our earnings for the period ended September 30, 2023. For additional information regarding our long-term borrowings and financial instruments, see Notes 11, 12 and 17 to our Consolidated Condensed Financial Statements.

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 September 30, 2023.

(b) Changes in Internal Control Over Financial Reporting. During the third quarter of 2023, there was no change in our 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, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding our legal proceedings, see Note 13 – Commitments and Contingencies t o our Consolidated Condensed Financial Statements and refer to our 2022 Form 10-K.

SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. In accordance with these regulations, we use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required pursuant to this item.

Item 1A. Risk Factors

During the nine months ended September 30, 2023, we had no material developments to report with respect to our risk factors. For additional information regarding our risk factors, please refer to our 2022 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


	Total Number of Shares Purchased (in millions) (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in millions)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ($ in millions)
July 2023	0.34	$	221.51	0.34	$	1,471
August 2023	1.74	$	223.20	1.74	$	1,082
September 2023	0.12	$	183.13	0.12	$	1,059
	2.20	$	220.68	2.20	$	1,059

___________

(a) Excludes shares which were withheld by the Company to satisfy employees’ income tax liabilities attributable to the vesting of restricted stock unit awards.

The Company’s Board of Directors has authorized the repurchase of up t o $8.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded, most recently in February 2023 . Under our stock repurchase program, the Company may repurchase shares from time to time in open market transactions, and may also repurchase shares in accelerated share repurchases, tender offers, privately negotiated transactions or by other means. Repurchases may also be made under a plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, the Company’s share price, legal requirements, restricted payment capacity under its debt instruments and other factors. The stock repurchase program may be suspended, modified or discontinued without prior notice.

Item 5. Other Information

During the three months ended September 30, 2023 , no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AVIS BUDGET GROUP, INC.

Date:

November 2, 2023

/s/ Cathleen DeGenova

Cathleen DeGenova

Vice President and

Chief Accounting Officer

Exhibit Index


Exhibit No.			Description
3.1			Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 5, 2006).
3.2			Amended and Restated Bylaws of Avis Budget Group, Inc., dated as of August 10, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated August 13, 2020).
4.1			Indenture, dated as of July 13, 2023, by and among Avis Budget Finance plc, as issuer, the guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee and registrar, and Deutsche Bank AG, London Branch, as paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 14, 2023).
4.2			Form of 7.25% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1).
10.1			Series 2023-7 Supplement, dated as of September 18, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-7 Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 21, 2023).
10.2			Series 2023-8 Supplement, dated as of September 18, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-8 Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 21, 2023).
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema.
101.CAL			XBRL Taxonomy Extension Calculation Linkbase.
101.DEF			XBRL Taxonomy Extension Definition Linkbase.
101.LAB			XBRL Taxonomy Extension Label Linkbase.
101.PRE			XBRL Taxonomy Extension Presentation Linkbase.
104			Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

TABLE OF CONTENTS

Part I Financial Informationprint Item 1. Financial Statementsprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 2. Management S Discussion and Analysis Of Financial Condition andprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 5. Other Informationprint Item 6. Exhibitsprint

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc. (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated September 5, 2006). 3.2 Amended and Restated Bylaws of Avis Budget Group, Inc., dated as of August 10, 2020 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated August 13, 2020). 4.1 Indenture, dated as of July 13, 2023, by and among Avis Budget Finance plc, as issuer, the guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee and registrar, and Deutsche Bank AG, London Branch, as paying agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated July 14, 2023). 4.2 Form of 7.25% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). 10.1 Series 2023-7 Supplement, dated as of September 18, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-7 Agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated September 21, 2023). 10.2 Series 2023-8 Supplement, dated as of September 18, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-8 Agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated September 21, 2023). 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.

DIRECTORS	AGE	BIO
Lynn Krominga	74
Karthik Sarma	50	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.
Jagdeep Pahwa	51
Glenn Lurie	59
Bernardo Hees	55	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.
Anu Hariharan	44	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	—	5,200,116	—	2,312,170	—	1,514,635	10,274,921
	2022	1,200,000	—	8,199,867	—	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

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

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

CAR 10-Q Quarter ended Sept. 30, 2023

Exhibits