UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20172019
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| ☐ | 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)
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DELAWAREDelaware | | | | | 06-0918165 |
(State or other jurisdiction of incorporation or organization) | | | | | (I.R.S. Employer Identification Number) |
| 6 Sylvan Way | | | | | |
6 SYLVAN WAY
PARSIPPANY, Parsippany,
| NJ | | | | | 07054 |
| (Address of principal executive offices) | | | | | (Zip Code) |
973-496-4700
| | | | (973) | 496-4700 | |
| | | | (Registrant’s telephone number, including area code) | |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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| TITLE OF EACH CLASS | TRADING SYMBOL(S) | NAME OF EACH EXCHANGE ON WHICH REGISTERED |
| Common Stock, Par Value $.01 | CAR | The NASDAQ Global Select Market |
PreferredCommon Stock Purchase RightRights | N/A | The NASDAQ Global Select Market |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ☒ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNoþ☒
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. Yesþ☒ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yesþ☒ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer”,filer,” “accelerated filer” andfiler,” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filerþ | ☒ | Accelerated filero | ☐ | Non-accelerated filero | ☐ |
Smaller reporting companyo | ☐ | Emerging growth companyo | ☐ | | |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o☐No þ
As of June 30, 2017,2019, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2,222,192,349$2,564,141,255 based on the closing price of its common stock on the NASDAQ Global Select Market. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
As of January 31, 2018,February 14, 2020, the number of shares outstanding of the registrant’s common stock was 80,952,244.74,356,513.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be mailed to stockholders in connection with the registrant’s 20182020 annual meeting of stockholders (the “Annual Proxy Statement”) are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
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| Item | Description | Page |
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| | PART I | |
| 1 | | |
| 1A | | |
| 1B | | |
| 2 | | |
| 3 | | |
| 4 | | |
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| | PART II | |
| 5 | | |
| 6 | | |
| 7 | | |
| 7A | | |
| 8 | | |
| 9 | | |
| 9A | | |
| 9B | | |
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| | PART III | |
| 10 | | |
| 11 | | |
| 12 | | |
| 13 | | |
| 14 | | |
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| | PART IV | |
| 15 | | |
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| Item | Description | Page |
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| | PART I | |
| 1 | | |
| 1A | | |
| 1B | | |
| 2 | | |
| 3 | | |
| 4 | | |
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| | PART II | |
| 5 | | |
| 6 | | |
| 7 | | |
| 7A | | |
| 8 | | |
| 9 | | |
| 9A | | |
| 9B | | |
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| | PART III | |
| 10 | | |
| 11 | | |
| 12 | | |
| 13 | | |
| 14 | | |
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| | PART IV | |
| 15 | | |
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this Annual Report on Form 10-K 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,” 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:
the high level of competition in the vehicle rentalmobility industry, including from new companies or technology, and the impact such competition may have on pricing and rental volume;
a change in travel demand, including changes or disruptions in airline passenger traffic;
a change in our fleet costs, including as a result of a change in the cost of new vehicles, manufacturer recalls, disruption in the supply of new vehicles, and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;
the results of operations or financial condition of the manufacturers of our cars,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 carsvehicles available to us or the rental carmobility industry as a whole on commercially reasonable terms or at all;
a change in travel demand, including changes or disruptions in airline passenger traffic;
any change in economic conditions generally, particularly during our peak season or in key market segments;
our ability to continue to successfully implement our business strategies, achieve and maintain cost savings and adapt our business to changes in mobility;
our ability to obtain financing for our global operations, including the funding of our vehicle fleet through the issuance of asset-backed securities and use of the global lending markets;
an occurrence or threat of terrorism, pandemic disease, natural disasters, military conflict, civil unrest or political instability in the locations in which we operate;
our ability to conform to multiple and conflicting laws or regulations in the countries in which we operate;
our dependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements with third parties;
our dependence on the performance and retention of our senior management and key employees;
our ability to utilize derivative instruments, and the impact of derivative instruments we utilize, which can be affected by fluctuations in interest rates, gasoline prices and exchange rates, changes in government regulations and other factors;
our ability to accurately estimate our future results;
any major disruptions in our communication networks or information systems;
our exposure to uninsured or unpaid claims in excess of historical levels;
risks associated with litigation, governmental or regulatory inquiries, or any failure or inability to comply with laws, regulations or contractual obligations or any changes in laws, regulations or contractual obligations, including with respect to personal identifiable information and consumer privacy, labor and employment, and tax;
any impact on us from the actions of our licensees, dealers, third party vendors and independent contractors;
any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business;
risks relatedour ability to continue to successfully implement our indebtedness, includingbusiness strategies, achieve and maintain cost savings and adapt our substantial outstanding debt obligationsbusiness to changes in mobility;
political, economic or commercial instability in the countries in which we operate, and our ability to incur substantially more debt;conform to multiple and conflicting laws or regulations in those countries;
our ability to meetdependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements with third parties;
our dependence on the financialperformance and other covenants contained in the agreements governingretention of our indebtedness;senior management and key employees;
risks related to tax obligations and the effect of future changes in tax laws and accounting standards;
risks related to completed or future acquisitions or investments that we may pursue, including the incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired businesses or capitalize on joint ventures, partnerships and other investments;
our ability to utilize derivative instruments, and the impact of derivative instruments we utilize, which can be affected by fluctuations in interest rates, gasoline prices and exchange rates, changes in government regulations and other factors;
our exposure to uninsured or unpaid claims in excess of historical levels;
risks relatedassociated with litigation, governmental or regulatory inquiries, or any failure or inability to a proxy contest for the election of directors at our annual meeting, which could negatively impact our operationscomply with laws, regulations or cause volatilitycontractual obligations or any changes in our stock price;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 partythird-party vendors, and protecting the confidential information of our employees and customers against security breaches, including physical or cyber-securitycybersecurity breaches, attacks, or other disruptions;disruptions, and compliance with privacy and data protection regulation;
any impact on us from the actions of our licensees, dealers, third-party vendors and independent contractors;
any major disruptions in our communication networks or information systems;
risks related to tax obligations and the effect of future changes in tax laws and accounting standards;
risks related to our indebtedness, including our substantial outstanding debt obligations, potential interest rate increases, and our ability to incur substantially more debt;
our ability to obtain financing for our global operations, including the funding of our vehicle fleet through the issuance of asset-backed securities and use of the global lending markets;
our ability to meet the financial and other covenants contained in the agreements governing our indebtedness;
our ability to accurately estimate our future results;
risks related to actions by activist stockholders and responses from our Board of Directors and senior management; and
other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services.
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 for the accuracy and completeness of those statements. Other factors and assumptions not identified above, including those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in Item 7, in “Risk Factors” set forth in Item 1A and in other portions of this Annual Report on Form 10-K, may contain forward-looking statements and involve uncertainties that could cause actual results to differ materially from those projected in such statements.
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. Except to the extent of our obligations under the federal securities laws, weWe 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.
PART I
Except as expressly indicated or unless the context otherwise requires, the “Company,” “Avis Budget,” “we,” “our” or “us” means Avis Budget Group, Inc. and its subsidiaries. “Avis,” “Budget,” “Budget Truck,” “Zipcar,” “Payless,” “Apex,” “Maggiore”“Maggiore,” “Morini Rent,” “Turiscar” and “FranceCars” refer to our Avis Rent A Car System, LLC, Budget Rent A Car System, Inc., Budget Truck Rental, LLC, Zipcar, Inc., Payless Car Rental, Inc., Apex Car Rentals, Maggiore Rent S.p.A., Morini S.p.A., Turiscar Group and AAA France Cars SAS operations, respectively, and, unless the context otherwise requires, do not include the operations of our licensees, as further discussed below.
We are a leading global provider of vehicle rental and other mobility solutions through our three most recognized brands, Avis, Budget and Zipcar, together with several other brands, well recognized in their respective markets, including Payless in the U.S.markets. Our brands offer a range of options, from car and certain other regions, Maggiore in Italy, FranceCars in France and Apex in both Australia and New Zealand.truck rental to car sharing. We and our licensees operate the Avis and Budgetour brands in approximately 180 countries throughout the world. We generally maintain a leading share of airport car rental revenuerevenues in North America, Europe and Australasia, and we operate a leading car sharing network, as well as one of the leading commercial truck rental businesses in the U.S.United States.
Our brands are differentiated to help us meet a wide range of customer mobility needs throughout the world. Avis is a leading rental vehicle brand positioned to serve the premium commercial and leisure segments of the travel industry, and Budget is a leading rental vehicle brand focused primarily on more value-conscious segments of the industry. Our Zipcar brand is the world’s leading car sharing business offering an alternative to traditional vehicle rental and ownership.
On average, our global rental fleet totaled more than 620,000approximately 660,000 vehicles in 2019 and we completed more than 3941 million vehicle rental transactions worldwide in 2017.worldwide. We typically generate approximately 70%64% of our time and mileage (“T&M”) revenuerevenues from on-airport locations and approximately 30% of our T&M revenue from off-airport locations. We also license the use of the Avis, Budget, Zipcar and Zipcarother brands’ trademarks to licensees in areas in which we do not operate directly. Our brands and mobility solutions have an extended global reach with more than 11,000 car and truck rental locations throughout the world, including approximately 4,750 car rental4,300 locations operated by our licensees. We believe that Avis, Budget and Zipcar enjoy complementary demand patterns with mid-week commercial demand balanced by weekend leisure demand.
We operate Budget Truck, onecategorize our operations into two reportable business segments:
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| • | Americas, which provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates the Company’s car sharing business in certain of these markets; and |
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| • | International, which provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia and Australasia, and operates the Company’s car sharing business in certain of these markets. |
Additional discussion of the leading truck rental businessesour reportable segments is included in the U.S., through a networkItem 7. “Management’s Discussion and Analysis of approximately 925 dealer-operatedFinancial Condition and 450 Company-operated locations throughoutResults of Operations” and in Note 20 to the continental U.S. We also own Payless, a car rental brand that operatesConsolidated Financial Statements included in the deep-value segment of the industry in the U.S. and other regions; Apex, which is a leading deep-value car rental brand in New Zealand and Australia; Maggiore, a leading vehicle rental brand in Italy; and FranceCars, which operates one of the largest light commercial vehicle fleets in France. We also have investments in certain of our Avis and Budget licensees outside of the U.S., including joint ventures in India and China.this Annual Report on Form 10-K.
FoundedAvis was founded in 1946 Avisand is believed to be the first company to rent cars from airport locations. Since its founding, Avis has expanded its geographic reachbusiness throughout the U.S. through growth in licensedUnited States and Company-operated locations in the 1950s and 1960s. In 1963, Avis introduced its award winning “We try harder®” advertising campaign, which was recognized asinternationally, becoming one of the top ten advertising campaigns oflargest and most recognized car rental brands in the 20th centuryworld. In 1996, Avis was acquired by Advertising Age magazine.
HFS Incorporated acquired Avisand in 1996 and1997 merged with our predecessor company, in 1997, with the combined entity being renamed Cendant Corporation. In 2006, Cendant spun off several significant subsidiaries and changed its name to Avis Budget Group, Inc. The Company is a Delaware corporation headquartered in Parsippany, New Jersey.
Budget was founded in 1958 to appeal to the value-conscious car rental customer. In 2002, Cendantwe acquired the Budget brand and certain Budget vehicle rental operations, in North America, Australia and New Zealand. Budget was founded in 1958 as a car rental company forincluding the value-conscious vehicle rental
customer and grew its business rapidly during the 1960s, expanding its rental car offerings throughout North America and significantly expanding its Budget truck rental business in the 1990s.
In 2006, Cendant completed the sales and spin-offs of several significant subsidiaries and changed its name to Avis Budget Group, Inc.business. In 2011, we expandedacquired Avis Europe, an independently-owned Company licensee, to expand our international operations with the acquisition of Avis Europe, which was previously an independently-owned licensee operatingand globally reunite the Avis and Budget brands in Europe, the Middle East and Africa, and the Avis brand in Asia. Upon the completion of the acquisition of Avis Europe, the Avis and Budget brands were globally reunited under a single company, making Avis Budget Group one of the largest vehicle rental companies in the world.
In 2013, we acquired Zipcar, the world’s leading car sharing network, to further increase our growth potential and our ability to better serve a greater variety of our customers’ mobility needs.brands. In 2012 and 2013, we acquired our Apex and Payless brands, respectively, which allowed us to expand our presence in the deep-value segment of the car rental industry. In 2013, we acquired Zipcar, a leading car sharing network, to better serve a greater variety of our customers’ mobility needs. In 2015, we acquired Maggiore, a leading provider of vehicle rental services in Italy. In 2016, we
acquired FranceCars, a privately held vehicle rental company based in France, andwhich significantly expanded our presence in the French market. In 2017,2018, we acquired the operationMorini Rent, which focuses on rentals of cars, vans and refrigerated trucks in Northern Italy, and Turiscar, a well-established vehicle rental company in Portugal, and also invested in our Budget licensee in Poland complementing the acquisition of our Avis Poland licensee in 2015.Greece. These acquisitions have allowed us to furthercontinue to expand our global footprint of Company-operated locations and brand presence.
As a Company, we have a long history of innovation in our industry, including:
in 1973, we launched our proprietary Wizard system, a constantly updated information-technology system that is the backbone of our operations;
in 1987, we introduced our Roving Rapid Return program, powered by a handheld computer device that allows customers to bypass the car return counter;
in 1996, we became one of the first car rental companies to accept online reservations;
in 2000, we introduced Avis Interactive, the first Internet-based reporting system in the car rental industry;
in 2009, we launched what we believe to be the first car rental iPhone application in the U.S.;
in 2012, we believe that our Avis brand became the first in the industry to offer mobile applications to customers on all major mobile platforms;
in 2013, we acquired Zipcar, a constantly innovating pioneer in using advanced vehicle technologies as the first car sharing company in the U.S. to develop a self-service solution which allows the management of the complex interactions of real-time, location-based activities inherent in a large-scale car sharing operation, including new member application, reservations and keyless vehicle access, fleet management and member management;
in 2015, our Avis brand was the first in the industry to offer an Android application that allows customers to use voice-activated technology to make, confirm or cancel their car rental reservations and the first U.S. car rental company to offer an application for the Apple Watch, which enables our customers to email themselves a car rental receipt and view current, upcoming and past car rental reservations from their device;
since 2015, we have continued to expand our use of yield management systems, which the Company designed to help optimize its decision-making with respect to pricing and fleet management;
in 2016, we significantly upgraded the Avis mobile application, which provides our Avis customers with greater control of their rental experience and enabled several mobile features new to the industry, including an ability for customers to open and close rentals, exchange vehicles and extend rentals on their smartphone or tablet device.
In 2017, our pace of innovation and advancement accelerated significantly with the announcement of several key initiatives that we believe will further support our position as a leader in mobility, including:
the launch of our first-ever Mobility Lab located in the Kansas City, Missouri area, which utilizes connected car technology to deliver both customer benefits and operational efficiencies;
our plan to double the number of connected vehicles in our U.S. Avis fleet to more than 100,000 cars by the end of 2018, as the next step toward our goal of having a 100% global connected fleet by the end of 2020;
our partnership with Waymo, the Alphabet-owned global provider of autonomous vehicle technology, to provide fleet management services and solutions for their current and future markets, providing a unique opportunity to manage and operate self-driving vehicles for both our business and for current and future partners’ fleets and services;
our integration with Amazon Alexa, which allows our customers the ability to book and manage their car rental reservations through the popular voice platform on Amazon Echo devices;
our use of artificial intelligence to enhance our customers’ rental experiences through the launch of a Google Assistant action to book their reservations using voice-controlled access through Google Home;
our partnership with RocketSpace, a leading technology accelerator for start-ups and corporate innovators, in which we are working with a number of diverse global businesses across the mobility landscape to identify market opportunities and encourage cross-industry innovation;
our launch of a new mobility option for Zipcar members who depend on a vehicle during the week to commute to and from work, which provides members unlimited, sole access to a vehicle and a dedicated parking spot; and
our introduction of Zipcar one-way rentals through our new “Flex” product in London.
We categorize our operations into two reportable business segments:
Americas, which provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates the Company’s car sharing business in certain of these markets; and
International, which provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia and Australasia, and operates the Company’s car sharing business in certain of these markets.
The following table presents key operating metrics in 2017 for each of our two reportable business segments:
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| | | Average Rental Fleet | | Average T&M Revenue per Day | | Total Rental Days |
| Americas | | 391,966 | | $40.03 | | 102 | million |
| International | | 198,511 | | $31.52 | | 52 | million |
| Total | | 590,477 | | $37.18 | | 154 | million |
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Note: Operating metrics exclude Zipcar and U.S. truck rental operations.
The following graphs below present the approximate composition of our net revenue by brand and segment and our T&M revenue by customer and market (excluding Zipcar and U.S. truck rental operations) in 2017.
* Other includes Zipcar, Payless, Apex, Maggiore and FranceCars.
Financial data for our segments and geographic areas is reported in Note 19 to our Consolidated Financial Statements.
Our objectivestrategy is to drivefocused on driving sustainable and profitable growth for our Company by delivering strategic initiatives aimed at winning customers throughleveraging differentiated brands and products, increasingdelivering margins from our margins via revenue growthestablished businesses, and operational efficiency and enhancingpositioning our leadershipcompany as a global leader in the evolving mobility landscape.sector.
Supporting
Leveraging Differentiated Brands and Strengthening Our BrandsProducts
In executing our strategy, we will continue to position our
Our distinct and well-recognized global brands to focus on different segments of customer demand and are complemented by our other brands in their respective regional markets. With Avis as a premium brand preferred more by corporate and upscale leisure travelers, Budget as a mid-tier brand targeting value-conscious travelers, Payless as a deep-value brand, Maggiore, FranceCars and Apex as well-recognized regional brands and Zipcar offering its members an urban alternative to car ownership, we believe we are able to satisfy a broad range of mobility demands. Whileregional brands. We continue to support and build the reputation of our brands address different use-casesAvis brand as an innovative, reliable and targethigh-quality service provider. Our investments in technology, including our Avis mobile application and websites, are key parts of our efforts to enhance the Avis experience for our customers. In 2019, the Avis mobile application was honored with the J.D. Power award for best mobile travel rental car application. Our Budget brand is a global leader among value-conscious vehicle rental consumers who are looking to “get more” from their vehicle rental provider and Budget Truck is a leading provider of trucks and vans. We are also a leading provider in the car sharing network, where our Zipcar brand provides “wheels when you want them” to urban consumers across more than 450 cities and towns and over 600 college and university campuses.
We plan to drive incremental performance by continuing to improve our customer experience by growing ancillary sales, including services such as our curbside delivery product, providing discounted bundling of products, promoting car class upgrades, piloting new customer vehicle choice models (through our mobile application) and new payment features such as allowing customers we achieve efficiencies by sharing the same operational and administrative infrastructure while providing differentiated value propositions tailored to the brand.
While we currently operate our brands, either directly or through independent operators and licensees, in approximately 180 countries around the world, we willpay with more than one credit card. We plan to continue to strengthen and further expand our global footprint through organic growth and, potentially, through acquisitions, joint ventures, licensing agreements or other relationships:relationships.
In countries where weImproving Margins
We have Company-operated locations, we will continuean ongoing portfolio of strategic initiatives underway to identify opportunitiesimprove our margins, including the following:
Continuing to add new rental locations,invest in our connected fleet to grant licenses to independent third parties for areas where we do not currently operate and/or do not wish to operate directly, to strengthen the presence ofbenefit from fuel savings and improved utilization, vehicle recovery and damage collections;
Expanding our brandsrisk vehicle dispositions through our direct-to-consumer sales channels, including online sales channels and to re-acquire previously granted license rights in certain cases.strategically positioned Avis vehicle retail car sale lots, and direct-to-dealer sales channels;
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◦• | In countries operated by licenseesAchieving fleet cost efficiencies through our mileage optimization initiative, which involves understanding a vehicle’s next best action (rent, rest or partners, including our joint ventures in Indiahold) based upon current mileage, status and China, we will seek to ensure that our licensees are well positioned to realize the growth potential of our brands in those countries customer demand;and are growing their presence in those markets, and we expect to consider the re-acquisition of previously granted license rights in certain cases. |
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◦ | In countries where we have either Company-operated or licensee-operated locations, we will continue to identify opportunities to leverage our Zipcar brand and its car sharing model, which allows us to fulfill the expanding urban mobility needs of customers. |
Since our Avis brand represents approximately 58% of our revenue and is recognized as a global leader in vehicle rental, we are particularly focused on maintaining and building its reputation as a reliably high-quality service provider. Our Avis Preferred loyalty program, which offers our customers the ability to bypass the rental counter and also earn reward points, coupled with our continued investment in technology, including the Avis mobile application and new Avis websites, is a key part of our efforts to enhance the Avis experience for our customers.
We aim to provide a range of vehicles, products and services at competitive prices, to leverage various marketing channels and to maintain marketing affiliations and corporate account contracts that complement each brand’s positioning. We continue to invest in our brands through a variety of efforts, including both on-line and off-line marketing. We see particular growth opportunities for our Budget and other local brands in Europe, as the share of airport car rentals for Budget is significantly smaller in Europe than in certain other parts of the world, and for Zipcar internationally, where the brand’s proven car sharing model can be expanded into numerous geographic markets.
To further support and strengthen our brands, we are focused and committed to serving our customers and enhancing their rental experience, including through our Customer Led, Service Driven™ initiative, which aims to optimize our customers’ rental experience with our brands, our systems and our employees. We frequently solicit feedback from and survey our customers to better understand their needs and we have implemented actions that further enhance the services we provide our customers, including the following:
We created our Avis mobile application with significant input from our customers to provide a higher quality end-to-end user experience, building upon direct feedback to re-design the rental experience to meet customers’ needs. In conjunction with our connected-car fleet, our Avis mobile application provides customers a new and innovative way to control many elements of their rental experience via their smartphone or tablet device without the need to visit the rental counter. Through the Avis mobile application, our customers are able to view which cars are available in real-time; exchange or upgrade a car when near or on the rental lot; confirm, cancel or extend a rental; add ancillary products; return a car without assistance; view their rental agreement; confirm their fuel level at beginning and end of rental as well as miles driven; obtain assistance on demand; and seamlessly return and check-in their vehicle at the end of their journey.
We continue to upgrade our technology and the ways that can further serve our customers, to make the reservation, pick-up and return process more convenient and user-friendly, with a particular emphasis on enabling and simplifying our customers’ online interactions with us. We have partnered with other technology and product companies to continuously improve the user experience that serves our customers’ needs through various mobile and technology capabilities. These include applications that allow for voice-controlled access to our services through Amazon Alexa and Google Assistant enabled devices.
We expect to continue to invest in these efforts, with a particular emphasis on technologies, services and products that we believe will allow us to serve customers more effectively and efficiently.
Margins and Operational Efficiency
In executing our strategy, we are focused on identifying and implementing actions that will increase our margins over the next several years. We see significant potential in the areas of optimizing our pricing and customer mix, increasing sales of ancillary products and services through new product developments; optimizing our procurement, deployment and disposition of vehicles, including increased use of non-auction channels for selling
our cars; continuing to drive operational efficiency in our business; and applying connected-car/in-vehicle systems and other emerging mobility technologies in our operations.
We have pursued and will continue to pursue opportunities intended to drive our margins and increase our revenues and profitability, including:
Informing and offering our customers useful ancillary products and services; promoting car class upgrades, adjusting our mix of vehicles to match customer demand, restructuring our sales strategy to focus on the most profitable segments, increasing the number of rentals that customers book directly through our websites and mobile applications and increasing the proportion of transactions in which customers prepay for rental.
Investing in yield management and pricing analytics tools to increase the margins we earn per rental day. We have implemented, and plan to continue deploying, new technology systems that strengthen our yield management decisions and enable us to tailor our product, service and price offerings to meet our customers’ needs and react quickly to shifting market conditions. We will continue to adjust our pricing to improve profitability and manage our fleet to match changes in demand.
Aggressively managing and improving our fleet to better drive the purchase, deployment, and disposition of our fleet, grow our direct-to-dealer and consumer sales performance, reduce maintenance and repair expenses, better optimize our salvageRigorously controlling costs, and reduce the risk of damage to our vehicles, which we believe will create significant financial benefits.
Continue seeking opportunities where our investments will generate strong returns, including by expanding our current rental locations, acquiring and integrating existing licensees in key markets, participating in joint ventures and acquiring leading brands in markets that will contribute to our profitability.
Leveraging Zipcar to increase our membership base within its existing markets, as well as expanding the brand into new markets where our existing car rental presence will help enable the introduction of Zipcar’s car sharing services.
Addressing demand in the deep-value segment of the vehicle rental industry with both our Payless and Apex brands and looking to increase the contribution from this growth segment of the market.
We continued to focus our efforts on rigorously controlling our costs, aggressively reducing expenses and increasing efficiencies throughout our organization by:
Continuing to implementthrough process improvements impacting virtually all areas of our business to increase efficiencies, reduce operating costs and create sustainable cost savings using LEAN, Six Sigma and other similar tools.improvements.
Achieving reductions in underlying direct operating and selling, general and administrative expenses, including significant reductions in staff.
Taking significant actions to further streamline our main administrative offices and shared-services infrastructure through a restructuring program.Evolving Mobility
Assessing location, segment and customer profitability to address less-profitable aspects of our business and focus on the more-profitable accounts that will help drive increased revenue.
Deploying changes to our sales, marketing and affinity programs to improve profitability.
Implementing initiatives to integrate our acquired businesses, to realize cost efficiencies from combined maintenance, systems, technology and administrative infrastructure.
Seeking to better optimize our acquisition, deployment and disposition of fleet to lower costs and better meet customer demand, as well as continued fleet utilization benefits and savings by combining our car rental and car sharing fleets at times to reduce the number of unutilized vehicles.
Continuing to implement innovative technological solutions, including self-service voice reservation technology, mobile communications with customers and fleet optimization technologies to reduce costs.
We believe such operational improvements will continue to assistthat our financial performance.
Our Evolving Mobility Platform
Our Companycompany is well-positioned to remainas a global leader in the evolving mobility marketplace.sector based on our leading brands, global operations and our fleet management capabilities. We continue to explore a range of mobility opportunities to support future revenue streams. We have expanded our services to offer vehicle rentals to ride-hail drivers and to package delivery providers. We are focused on seizing opportunities that will allow us to increase our overall value through strategies that support our vehicle rental and other mobility solutions in driving improved profitability through our brands, broadening our partnerships and participation with other innovators and finding opportunities to providealso exploring a new services and offerings for new and evolving mobility market segments. The mobility landscape has significantly expanded over the past few years, with an increasing numbersuite of companies launching their own mobility initiatives in support of fleet and supply chain management, electric and autonomous vehicles, financial and insurance services, digital commerce support and integrated transportation services. We have been and will continue to be actively engaged in partnerships that will help us develop and support mobility solutions for our current business models, and also allow us to test and launch new business models that may allow us to further expand our service offerings.
As the mobility landscape continues to evolve, we are strategically positioned to grow our business and engage in partnerships in the following areas:
Traditional vehicle rental and car sharing services;
Autonomous vehicles, electric vehicles and connected-car technologies that support our vehicle rental and car-sharing operations;
New mobility providers and consumer service platforms;
Partnerships with other transportation providers;
Ancillary products and services for potential customers who could utilize our customers;
Digital commerce services, including data collectionoperational experience and other telematics; and
Fleet management and supply chain services.
We believe that new technologies and evolving customer preferences that favor the rental or sharing of, or other new approachesour technology to using vehicles rather than traditional car ownership represent important opportunities for us to meet new and growing consumer and commercial mobility demand by leveraging our existing assets and expertise. We intend to expand our Zipcar brand into new markets and provide new mobility solutions, such as multi-modal trips to both help shape and satisfy our customers’ needs. In addition, we believe there are substantial opportunities for our Avis and Budget brands to benefit and grow as mobility solutions and vehicle-related technologies evolve. We have taken significant steps to enhance our Avis brand offering with our continued investment in the Avis mobile application and see opportunities to drive increased profitability as additional products and services are utilized by more of our customers.
In 2017, we undertook several initiatives and entered into partnerships in support of our strategy, including:
Our launch of our first-ever Mobility Lab in the Kansas City, Missouri area, utilizing fully connected vehicles that allows the Company to leverage its capabilities to deliver operational efficiencies through real-time inventory counts, mileage management and automated maintenance notifications that enhance and optimize the Company’s fleet management capabilities;
Our integration with Amazon Alexa and Google Assistant, which allows travelers to bookmaintain and manage their car rental reservations through the popular voice platforms on Amazon Echoown fleets. Our current and Google Home devices;growing list of partnerships with mobility service and technology providers, including
Our partnership with Waymo, an Alphabet Inc. company, through which we are offering fleet support and maintenance services for their growing fleet of autonomous vehicles beginning with the initial market of Phoenix, Arizona;
Our focus on emerging technologies through our collaboration with RocketSpace, a leading technology accelerator for promising start-ups and corporate innovators, to help us identify market opportunities and fuel cross-industry innovation in areascompanies such as autonomous vehicles, electronic vehicles, data analyticsUber, Via and artificial intelligence, next-generation fleet management, automated driver assisted systems and connected car solutions; and
Our support to the ride-hailing market as we seek to partner with both ride-hailing companies and auto manufacturers to provide fleet and fleet management and maintenance services that allowWaymo, allows us to identify new markets and profitability opportunities.
We are committedoffer more options to finding new and innovative ways to leverage our global presence and capabilities for leadership in the evolvingsatisfy a wide variety of mobility market. Our brands, customer relationships, locations, assets and infrastructure are all important strategic advantages that we believe enhance and will enable us to grow our position in the industry.needs.
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| OUR BRANDS AND OPERATIONS |
OUR BRANDS
Our Avis, Budget and Zipcar brands are three of the most recognized brands in our industry. We believe that each of our brands are positioned to be embraced by different target customers, and we enjoy significantsee benefits and savings from operating our Avis and Budget brands to target different customers but sharing some of the same maintenance facilities, fleet management systems, technology and administrative infrastructure. In addition, we are able to recognize significant benefits and savings by combining our car rental and car sharing maintenance activities and fleets at times to reduce the number of unutilized carsincrease our fleet utilization efficiency and to meet demand peaks. We believe that Avis, Budget and Zipcar all enjoyThese benefits are further enhanced by complementary demand patterns with mid-week commercial demand balanced by weekendbalancing our business customers’ utilization during weekdays and our leisure demand.and urban customers’ utilization on evenings and weekends. We also operate the ApexPayless and PaylessApex brands, which operate in the deep-valuevalue segment of the car rental industry, and augmentaugmenting our Avis, Budget and Zipcar brands. We also operate theIn addition, our Maggiore brandand Morini Rent brands in Italy, and the FranceCars brand in France whichand Turiscar brand in Portugal further extendsextend the range of vehicle use occasions we are able to serve.
AvisThe following graphs present the approximate composition of our revenues in 2019.
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| ** | Includes Zipcar and other operating brands. |
*** Includes Budget Truck and Zipcar.
The Avis brand provides high-quality vehicle rental and other mobility solutions at price points generally above non-branded and value-branded vehicle rental companies to serveand serves the premium commercial and leisure segments of the travel industry. We operate or license the Avis vehicle rental system (the “Avis System”), one of the largest global vehicle rental systems, comprised of approximately 5,450 locations worldwide, including inat virtually all of the largest commercial airports and cities in the world.
The Avis System is comprised of an approximately equal number of company-owned and licensee vehicle rental locations worldwide, in both the on-airport and off-airport, or local, rental markets. The table below presents the approximate number of locations that comprise the Avis Systemlocations as of December 31, 2017.2019.
| | | | Avis System Locations | Avis Locations* |
| | Americas | | International | | Total | Americas | | International | | Total |
| Company-operated locations | 1,525 |
| | 1,150 |
| | 2,675 |
| 1,600 |
| | 1,300 |
| | 2,900 |
|
| Licensee locations | 725 |
| | 2,050 |
| | 2,775 |
| 600 |
| | 1,900 |
| | 2,500 |
|
| Total Avis System Locations | 2,250 |
| | 3,200 |
| | 5,450 |
| |
| Total Avis Locations | | 2,200 |
| | 3,200 |
| | 5,400 |
|
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| * | Certain locations support multiple brands. |
In 2017,2019, our company-operatedCompany-operated Avis locations generated total world-wide revenueworldwide revenues of approximately $5.2$5.3 billion, 62% of which was derived in the Americas. In 2017, approximately $1.8$2.6 billion (or 49%) of our Avis T&M revenue was derived from commercial customers and approximately $2.5$3.6 billion (or 70%) was derived from customers renting at airports. The following graphs present the approximate composition of our Avis revenue by segment and our Avis T&M revenue by customer and marketrevenues in 2017.
We also license the Avis Systembrand to independent commercial owners who operate approximately half of our locations worldwide and generally pay royalty fees to us based on a percentage of applicable revenue.revenues. In 2017,2019, these royalty fees totaled approximately 30%1% of the globalour worldwide Avis System revenue was generated by our licensees. The graphs below present the approximate composition of the Avis System revenue in 2017.revenues.
We offer Avis customers a variety of premium services, including:
the Avis mobile application, which allows customers a unique and innovative way to reserve, confirm, choose or upgradecontrol many elements of their vehicle, add ancillary products, open, close or extend rentals, and, inrental experience via their mobile devices without the case of certain connected vehicles, lock and unlock the vehicle, using their smartphone or tablet device while by-passingneed to visit the rental counter. The Avis mobile application also allows customers to track courtesyAvis shuttle buses to rental locations, find their vehicle, and help “find my car”;locate nearby gas stations and parking facilities. The application also includes the Split My Bill feature, which gives customers the ability to remotely split their bill between two credit cards, allowing, commercial customers to upgrade their car, add an ancillary product or extend their rental on their personal credit card following a business rental;
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| • | Avis Preferred, a frequent renter rewards program that offers counter-bypass at major airport locations and reward points for every dollar spent on vehicle rentals and related products; |
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| • | the Avis Select Series, a selection of luxury vehicles including Mercedes, Jaguars, Corvettes, and others; |
Avis Preferred, a frequent renter rewards program that offersinvited or earned customer status levels allowing for upgrades and counter bypass at major airport locations and reward points for every dollar spent on vehicle rentals and related products;
bypass;
the Avis Select Series, a selection of luxury vehicles including BMWs, Corvettes, Mercedes, Jaguars and others;
rental of portable navigation units, tablets and in-dash satellite radio service;
availability of premium, sport and performance vehicles as well as eco-friendly vehicles, including gasoline/electric hybrids;
roadside assistance;access to portable navigation units, tablets and satellite radio service;
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| • | Avis rental services such as roadside assistance, fuel service options, e-receipts, electronic toll collection services that allow customers to pay highway tolls without waiting in toll booth lines, and amenities such as Avis Access, a full range of special products and services for drivers and passengers with disabilities; |
fuelCurbside Delivery, a service options;that provides customers at select airport locations in the United States with the added convenience of being dropped off at the airport terminal in the same car that they rented; and
e-receipts;
a 100% smoke-free vehicle rental fleet in North America;
electronic toll collection services that allowfor our corporate customers, to pay highway tolls without waiting in toll booth lines;
amenities such as Avis Access, a full range of special products and services for drivers and passengers with disabilities;
Avis Interactive,Budget Group Business Intelligence, a proprietary managementcustomer reporting solution that provides a centralized reporting tool that allowsand customer reporting portal for all corporate clients around the globe, enabling them to easily view and analyze their rental activity, via the Internet, permitting these clientsthem to better manage their travel budgets and monitor employee compliance with applicable travel policies; andpolicies.
Connected car technology that will involve nearly 100,000 vehicles by late 2018 that provide our customers with increased mobility solutions as they seek more control and convenience over their rental experience.Car Rental
Applications that serve our customers through various mobile and technology platforms, including Apple Watch devices, voice-controlled access through Amazon Alexa enabled devices, and Google Assistant enabled devices.
Budget
The Budget brand is a leading supplier of vehicle rental and other mobility solutions focused primarily on more value-conscious segments of the industry.customers. We operate or license the Budget vehicle rental system (the “Budget System”), which is comprised of vehiclecar rental locations at most of the largest airports and cities in the world.
The table below presents the approximate number of locations that comprise the Budget Systemlocations as of December 31, 2017.2019.
| | | | Budget System Locations | Budget Locations* |
| | Americas | | International | | Total | Americas | | International | | Total |
| Company-operated locations | 1,375 |
| | 750 |
| | 2,125 |
| 1,375 |
| | 900 |
| | 2,275 |
|
| Licensee locations | 650 |
| | 1,150 |
| | 1,800 |
| 550 |
| | 1,100 |
| | 1,650 |
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| Total Budget System Locations | 2,025 |
| | 1,900 |
| | 3,925 |
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| Total Budget Locations | | 1,925 |
| | 2,000 |
| | 3,925 |
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| * | Certain locations support multiple brands. |
In 2017, our company-operated Budget vehicle rental operations generated total revenue of approximately $2.6 billion, of which 82% was derived from operations in the Americas. In 2017, approximately $1.4 billion (or 77%) of our Budget T&M revenue was derived from leisure customers and $1.4 billion (or 76%) was derived from customers renting at airports. The following graphs present the approximate composition of our Budget revenue by segment and our Budget T&M revenue by customer and market in 2017.
We also license the Budget Systembrand to independent commercial owners who operate approximately half of our locations worldwide and generally pay royalty fees to us based on a percentage of applicable revenue.revenues. In 2017,2019, these royalty fees totaled approximately 28%1% of the globalour worldwide Budget System revenue was generated by our licensees. The graphs below present the approximate composition of the Budget System revenue in 2017.revenues.
Budget offers its customers several products and services similar to Avis, such as refueling options, roadside assistance, electronic toll collection, curbside delivery and other supplemental rental products, emailed receipts and special rental rates for frequent renters. In addition, Budget’s mobile application allows customers to reserve, modify and cancel reservations on their smartphone,mobile device, and its Fastbreak service expedites rental service for frequent travelers.
Zipcar
Zipcar operates the world’s leading membership-based car sharing network and provides the freedom of “wheels when you want them” to members in over 500 cities and towns and on more than 600 college campuses across the U.S., Canada, Europe and Central America. Zipcar provides self-service vehicles in reserved parking spaces located in neighborhoods, business districts, office complexes, college campuses and airports. Members can reserve vehicles online, on a mobile device or over the phone, by the hour or by the day, at rates that include gasoline, insurance and other costs associated with vehicle ownership. In 2017, we widened Zipcar’s global network by launching operations in Taiwan, Costa Rica and Iceland.
Budget Truck
Our Budget Truck rental business is one of the largest local and one-way truck and cargo van rental businesses in the U.S.United States. As of December 31, 2017,2019, our Budget Truck fleet is comprised of approximately 19,00020,000 vehicles that are rented through a network of approximately 925575 dealer-operated and 450420 Company-operated locations throughout the continental U.S.United States. These dealers are independently-owned businesses that generally operate other retail service businesses. In addition to their principal businesses, the dealers rent our light- and medium-duty trucks and commercial cargo vans to customers and are responsible for collecting payments on our behalf. The dealers receive a commission on all truck, van and ancillary equipment rentals. The Budget Truck rental business serves both the consumer and light commercial sectors. Theand consumer sector consists primarily of individuals who rent trucks to move household goods on either a one-way or local basis.sectors. The light commercial sector consists of a wide range of businesses that rent light- to medium-duty trucks, which we define as trucks having a gross vehicle weight of less than 26,000 pounds, for a variety of commercial applications. The consumer sector consists primarily of individuals who rent trucks to move household goods on either a one-way or local basis.
In 2019, our Company-operated Budget vehicle rental operations generated total revenues of approximately $3.2 billion, of which approximately $2.4 billion was derived from leisure customers and $2.2 billion was derived from customers renting at airports. The following graphs present the approximate composition of our Budget revenues in 2019.
Zipcar is a leading provider in the car sharing network, driven by a mission to enable simple and responsible urban living. With its wide variety of self-service vehicles available by the hour or day, Zipcar offers comprehensive, convenient and flexible car sharing options in urban areas and college campuses in over 450 cities and towns. Zipcar provides its members on-demand, self-service vehicles in reserved parking spaces located in neighborhoods, business districts, office complexes, college campuses and airports, as an alternative to car ownership. Members can reserve vehicles online, on a mobile device or over the phone, by the minute,
hour or by the day, at rates that include gasoline, insurance and other costs associated with vehicle ownership. We continue to offer our Zipcar Commuter product in 2019, which is available in several major markets in North America and provides sole access to a vehicle on weekdays and a dedicated parking spot during the week for Zipcar members who may commute outside of the city for work. We also continue to offer our Zipcar Flex product in London providing for one-way rentals, including to and from Heathrow airport, which can be parked in public on-street spots in designated areas of the city.
Other Brands
Our other brands include the following:
Payless, brand is a leading rental car supplier positioned to serveserving the deep-value segment of the industry. Weindustry, which we license or operate or license the Payless brand, which is comprised ofin approximately 280250 locations worldwide, including approximately 100 Company-operated locations and more than 180160 locations operated by licensees. licensees and approximately 90 Company-operated locations.
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| ◦ | Company-operated Payless locations are primarily located in North America, the majority of which are at or near major airports. Payless’ rental fees are often lower than those of larger, more established vehicle rental brands. |
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| ◦ | The Payless business model allows the Company to extend the life-cycle of a portion of our rental fleet, as we “cascade” certain vehicles that exceed certain Avis and Budget age or mileage thresholds to be used by Payless. |
Apex, which operates in approximately 30 rental locations at, or near, major airports. Payless’ base T&M fees are often lower than those of larger, more established brands, but Payless has historically achieved a greater penetration of ancillary productsairports and services with its customers.The Payless business model allows the Company to extend the life cycle of a portion of our fleet, as we “cascade” certain vehicles that exceed certain Avis and Budget age or mileage thresholds to be used by Payless.
Our Apex brand operates primarily in the deep-value segment of the vehicle rental industryseveral metropolitan cities in New Zealand and Australia where we have approximately 25with a separate rental locations. Apex operates its own rental fleet, separate from Avis and Budget vehicles with generally older and less expensive than vehicles offered by Avis and Budget. Apex generates substantially all of its reservations through its proprietary websites and contact center and typically has a greater-than-average length of rental. The substantial majority of Apex locations are at, or near, major airport locations.fleet.
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| ◦ | Apex generates reservations through proprietary websites as well as a contact center and online travel agencies and typically has a greater-than-average length of rental. |
Our Maggiore, brand is a leading vehicle rental brand in Italy, where we operate or license in approximately 140145 rental locations underthroughout the Maggiore name. Our country.
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| ◦ | Maggiore has a strong local reputation and benefits from a strong presence at airport, off-airport and railway locations and from the integration of our existing operations and rental fleet management expertise. |
Morini Rent, a leading vehicle rental brand has a strong domestic reputationin Italy, which offers rental of cars, vans and benefits from a strong presence at airport, off-airportrefrigerated vehicles and railway locations. We have integrated numerous elements of Maggiore’s operations and fleet management into our existing processes. which we operate or license in approximately 50 rental locations throughout the country.
Our FranceCars, brandwhich operates one of the largest light commercial vehicle rental fleets in France fromin approximately 85 rental locations and leverages our existing operational processes and local customer base.
Turiscar, a leading vehicle rental brand in Portugal, which operates primarily in the corporate market, including light commercial vehicles, at more than 7025 rental locations. We have integrated a number of elements of FranceCar’s operations and fleet management into our existing processes.
locations throughout the country.
RESERVATIONS, MARKETING AND SALES
Reservations
Our customers can make vehicle rental reservations through our brand-specific websites and through our toll-free reservation centers, by calling a specific location directly, through our brand-specific mobile applications, through
online travel agencies, through travel agents or through selected partners, including many major airlines, associations and retailers. Travel agents can access our reservation systems through all major global distribution systems, (“GDSs”), which provide information with respect to rental locations, vehicle availability and applicable rate structures.
Our Zipcar members may reserve cars by the minute, hour or by the day through Zipcar’s reservation system, which is accessible through the Zipcar website, through the Zipcar application on their smartphone or by phone.
We also provide two-way SMS texting, enabling us to proactively reach out to members during their reservation via their mobile device to manage their reservation, including instant reservation extension.
Marketing and Sales
We support our brands through a range of marketing channels and campaigns, including traditional off-line media, such as television and print advertising, as well as Internet and email marketing, social media and wireless mobile device applications. We market through sponsorships of major sports entities such as the PGA Tour, andPebble Beach, the New York Yankees, the Toronto Maple Leafs, Toronto Raptors and Toronto FC. We also market through sponsorships of charitable organizations such as Make-A-Wish.the Make-A-Wish Foundation and the Red Cross. We also utilize a customer relationship management system that enables us to deliver more targeted and relevant offers to customers across online and offline channels and allows our customers to benefit through better and more relevant marketing, improved service delivery and loyalty programs that reward frequent renters with free rental days and car class upgrades.
In 2017, we continued to maintain, expand or enter into marketing alliances with key marketing partners that provide brand exposure and cross-marketing opportunities. For example, in 2017, we became the exclusive car rental partner of Hawaiian Airlines. We also extended or renewed our relationships with International Airlines Group (which includes British Airways, Iberia and Iberia Express and Aer Lingus), Choice Hotels International, and Travelport. Additionally, as the “Official Rental Car of the PGA TOUR,” Avis promoted its products and services to millions of golf enthusiasts worldwide through prominent advertising placements in PGA TOUR television broadcasts, scoreboards at tournaments, online media channels and additional official partner channels.
We continue to maintain strong links to the travel industry including marketing alliances with numerous marketing partners, in 2017:
We maintain marketing partnerships with many major airlines, including Air Canada, Air France, Air New Zealand,such as American Airlines, British Airways, Frontier Airlines, Hawaiian Airlines, Iberia Airlines, Japan Airlines, JetBlue Airways, KLM, Lufthansa, Qantas, SAS, Southwest Airlines and Virgin America;
We also maintain marketing partnerships with many major hotel companies, including Best Western International, Inc., Hilton Hotels Corporation, Hyatt Corporation, MGM Resorts International, Radisson Hotels and Resorts, Universal Parks & Resorts and Wyndham Worldwide;
We offer customers the ability to earn frequent traveler points with many major airlines’ and hotels’ frequent traveler programs, and we are the exclusive rental partner of the Wyndham Rewards program; and
We have marketing relationships with numerous non-travel entities, such as affinity groups, membership organizations, retailers, financial institutions and credit card companies.
In 2017, approximatelyaddition, we have developed relationships that provide brand exposure and access to new customers, including deals to provide vehicles to ride-hail drivers in cities across North America.
Approximately 60% of vehicle rental transactions in 2019 from our Company-operated Avis locations were generated by travelers who rented from Avis under contracts between Avis and the travelers’their employers or through membership in an organization with which Avis has a contractual affiliation (such as AARP and Costco Wholesale). In 2019, the Company introduced Business Intelligence, an online portal complete with rental summary dashboards, visualizations and detailed reports that provides our corporate customers with insight into their program’s performance, giving them direct access to more data in a customer-facing portal offering useful data insights, including options to customize and schedule reports. Avis also maintains marketing relationships with other organizations such as American Express, MasterCard International and other organizations,others, through which we are able to provide their customers with incentives to rent from Avis. Generally, Avis licensees also generally have the option to participate in these affiliations.
Additionally, we offer “Unlimited Rewards®,” an award-winning loyalty incentive program for travel agents, and Avis and Budget programs for small businesses that offersoffer discounted rates, central billing options and rental
credits to members. Budget has contractual arrangements with American Express, MasterCard International and other organizations, which offer members incentives to rent from Budget.
In 2017, Budget Truck signed an agreement with Costco offering Budget Truck rental services to the Costco membership community. Budget Truck also continued to maintain certain truck-rental-specific marketing and/or co-location relationships, such as with Simply Self Storage. We also have an exclusive agreement to advertise Budget Truck rental services in the Mover’s Guide, on the U.S. Postal Service change of address website.
Our Zipcar brand also partners with other active lifestyle brands that appeal to our Zipcar members and organizes, sponsorswe organize, sponsor and participatesparticipate in charitable and community events with organizations that are important to our Zipcar members. Zipcar maintains close relationships with universities that allow us to market to the “next generation consumer” who, upon graduation, may migrate to the major metropolitan areas that we serve, continue their relationship with us and advocate for broad sponsorship of Zipcar membership at their places of work. Through our Zipcar for Business program, we also offer reduced weekday driving rates to employees of companies, federal agencies and local governments that sponsor the use of Zipcars.
LICENSING
We have licensees in approximately 175 countries throughout the world. Royalty fee revenuerevenues derived from our vehicle rental licensees in 20172019 totaled $136$135 million, with approximately $97$95 million in our International segment and $39$40 million in our Americas segment. Licensed locations are independently operated by our licensees and range from large operations at major airport locations and territories encompassing entire countries to relatively small operations in suburban or rural locations. Our licensees generally maintain separate independently owned and operated fleets. Royalties generated from licensing provide us with a source of high-margin revenue because there are relatively limited additional costs associated with fees paid by licensees to us. Locations operated by licensees represented approximately 50% of our Avis and Budget vehicle rental locations worldwide and approximately 29% of total revenue generated by the Avis and Budget Systems in 2017. We facilitate one-way vehicle rentals between Company-operated and licensed locations, which enables us to offer an integrated network of locations to our customers.
We generally enjoy good relationships with our licensees and meet regularly with them at regional, national and international meetings. Our relationships with our licensees are governed by license agreements that grant the licensee the right to operate independently operated vehicle rental businesses in certain territories. Our license agreements generally provide our licensees with the exclusive right to operate under one or more of our brands in their assigned territory. These agreements impose obligations on the licensee regarding its operations, and most agreements restrict the licensee’s ability to sell, transfer or assign its rights granted under the license agreement and capital stock.or to change the control of its ownership without our consent.
The terms of our license agreements, including duration, royalty fees and termination provisions, vary based upon brand, territory, and original signing date. Royalty fees are generally structured to be a percentage of the licensee’s gross rental income. We maintain the right to monitor the operations of licensees and, when applicable, can declare a licensee to be in default under its license agreement. We perform audits as part of our program to assure licensee compliance with brand quality standards and contract provisions. Generally, we can terminate license agreements for certain defaults, including failure to pay royalties or to adhere to our operational standards. Upon termination of a license agreement, the licensee is prohibited from using our brand names and related marks in any business. In the U.S.,United States, these license relationships constitute “franchises” under most federal and state laws regulating the offer and sale of franchises and the relationship of the parties to a franchise agreement.
We continue to optimize the Avis and Budget Systemsbrands by issuing new license agreements and evaluating strategic acquisitions ofperiodically acquiring licensees to grow our revenues and expand our global presence. OurDiscussion of our recent acquisitions of licensees overis included in Note 6 to the last three years include locationsConsolidated Financial Statements included in Brazil, Norway, Sweden, Denmark and Poland as well as in local markets in Canada and the United States.this Annual Report on Form 10-K.
OTHER REVENUEREVENUES
In addition to revenuerevenues derived from time and mileage fees from our vehicle rentals and licensee royalties, we generate revenuerevenues from our customers through the sale and/or rental of optional ancillary products and services. We offer products to customers that will enhance their rental experience, including:
collision and loss damage waivers, under which we agree to relieve a customer from financial responsibility arising from vehicle damage incurred during the rental such as rental;
additional/supplemental liability insurance or personal accident/effects insurance;insurance products which provide customers with additional protections for personal or third-party losses incurred;
products for driving convenience such as fuel service options, chauffeur drive services, roadside assistance services, electronic toll collection services, curbside delivery, tablet rentals, access to satellite radio, portable navigation units and child safety seat rentals; and
products that supplement truck rental including automobile towing equipment and other moving accessories such as hand trucks, furniture pads and moving supplies.
We offer customized bundling of certain of these ancillary products and services, allowing our customers to benefit from discounted pricing and providing customers the flexibility to add multiple products or services that suit their needs.
We also receive payment from our customers for certain operating expenses that we incur, including vehicle licensing fees, as well as airport concession fees that we pay in exchange for the right to operate at airports and other locations. In addition, we collect membership fees in connection with our car sharing business.
OUR TECHNOLOGIES
Vehicle Rental
We use a broad range of technologies in our vehicle rental operations, substantially all of which are linked to what we call our Wizard system, which is a worldwide reservation, rental, fleet control, data processing and information management system. The Wizard system enables us to process millions of incoming customer inquiries each day, providing our customers with accurate and timely information about our locations, rental rates and vehicle availability, as well as the ability to place or modify reservations. Additionally, the Wizard system is linked to all major travel distribution networks worldwide and provides real-time processing for travel agents, travel industry partners (such as airlines and online travel sites), corporate travel departments and individual consumers through our websites or contact centers. The Wizard system also provides personal profile information to our reservation and rental agents to help us better serve our customers.
We also use data supplied from the Wizard system and other third-party reservation and information management systems to maintain centralized control of major business processes such as fleet acquisition and logistics, sales to corporate accounts and determination of rental rates. The principal components of the systems we employ include:
Fleet planning model. We have a comprehensive decision tool to develop fleet plans and schedules for the acquisition and disposition of our fleet, along with fleet age, mix, mileage and cost reports based upon these plans and schedules. This tool allows management to monitor and change fleet deployment on a daily basis and to optimize our fleet plan based on estimated business levels and available repurchase and guaranteed depreciation programs. We also use third-party software to further optimize our fleet acquisition, deployment and disposition activities.
Yield management system. We have a yield management system which is designed to enhance profits by providing greater control of vehicle availability and rate availability changes at our rental locations. Our system monitors and forecasts both supply and demand to support our efforts to optimize volume and rate at each location. Integrated into this yield management system is a fleet distribution module that takes into consideration the costs as well as the potential benefits associated with distributing vehicles to various rental locations within a geographic area to accommodate rental demand at these locations. The fleet distribution module makes specific recommendations for movement of vehicles between locations.
Pricing decision support systems. Pricing in our industry is highly competitive and complex. To improve our ability to respond to rental rate changes in the marketplace, we have utilized sophisticated systems to gather and report competitive industry rental rate changes every day. Our systems, using data from third-party reservation systems as its source of information, automatically scan rate movements and report significant changes to our staff of pricing analysts for evaluation. These systems greatly enhance our ability to gather and respond to rate changes in the marketplace. In 2017, we continued to implement an integrated pricing and fleet optimization tool that has allowed us to test and implement improved pricing strategies and optimization algorithms, as well as automate the implementation of certain price changes.
Websites and Mobile Applications. We have developed brand-specific websites and mobile applications that leverage our technology across brands and provide the flexibility and ease of transacting that our customers demand for their interactions with us. Our websites and apps are optimized for various devices and provide a simple interface for each mode of communication such as computer, smartphone, tablets and other electronic devices.
Customer service applications. Our customer service applications are comprehensive case management systems that our customer care agents use to handle a variety of issues and questions from our customers. Our multi-branded systems interface with our Wizard system and give our agents current and historical information about a caller so that they are better equipped to provide informed and expedited assistance, while at the same time allowing us to be consistent in our case handling and responses.
Enterprise data warehouse. We have developed a sophisticated and comprehensive electronic data storage and retrieval system which retains information related to various aspects of our business. This data warehouse allows us to take advantage of comprehensive management reports and provides easy access to data for strategic decision making for our brands.
Sales and marketing system. We have developed a sophisticated system of online data tracking which enables our sales force to analyze key account information of our corporate customers including historical and current rental activity, revenue and booking sources, top renting locations, rate usage categories and customer satisfaction data. We use this information, which is updated weekly and captured on a country-by-country basis, to assess opportunities for revenue growth, profitability and improvement.
Campaign management. We have deployed tools that enable us to recognize customer segments and value, and to automatically present appropriate offers on our websites.
Interactive adjustments. We have developed a customer data system that allows us to easily retrieve pertinent customer information and make needed adjustments to completed rental transactions online for superior customer service. This data system links with our other accounting systems to handle any charge card transaction automatically.
Interactive voice response system. We have developed an automated voice response system that enables the automated processing of customer reservation confirmations, cancellations, identification of rental locations, extension of existing rentals and requests for copies of rental receipts over the phone using speech recognition software.
Car Sharing
Our Zipcar car sharing technology was specifically designed and built for our car sharing business and has been continually refined and upgraded. Our fully-integrated platform centralizes the management of our Zipcar reservations, member services, fleet operations and financial systems to optimize the member experience, minimize costs and leverage efficiencies. Through this platform, we:
process new member applications;
provide the mobile and website applications used by members to make and manage reservations and maintain account information;
manage reservations and provide keyless vehicle access;
manage and monitor member interactions and communications, including through interactive voice response systems, email and text messaging;
integrate with third parties that provide additional services such as gas cards and mapping;
manage billing and payment processing across multiple currencies;
manage our car sharing fleet, including scheduled service and cleanings and vehicle issue tracking and resolution;
manage vehicle locations and location information, including parking agreements; and
monitor and analyze key metrics of each Zipcar such as utilization rate, mileage and maintenance requirements.
Each Zipcar is typically equipped with a combination of telematics modules, including a control unit with mobile data service, radio frequency identification card readers, wireless antennae, wiring harness, vehicle interface modules and transponders for toll systems. This hardware, together with internally developed embedded firmware, vehicle communication protocols and datacenter software, allows us to authorize secure access to our Zipcars from our data centers and provides us with a comprehensive set of fleet management data that is stored in our centralized database.
Interactions between members and our Zipcars are captured in our system, across all communication channels, providing us with knowledge we use to improve our members’ experiences and optimize our business processes. We have built and continue to innovate upon our technology platform in order to provide scale to support growth, drive operational efficiency and improve the member experience.
OUR FLEET
We offer a wide variety of vehicles in our rental fleet, including luxury cars, specialty-use vehicles and specialty-uselight commercial vehicles. Our fleet consists primarily of vehicles from the current and immediately preceding model year. We maintain a single fleet of vehicles for Avis and Budget in countries where we operate both brands. The substantial majority of Zipcar’s fleet is dedicated to use by Zipcar, but we have developed processes to share vehicles between the Avis/Budget fleet and Zipcar’s fleet, primarily to help meet Zipcar’s demand peaks. Zipcar.
Fleet Purchases
We maintain a diverse rental fleet, in which no vehicle manufacturer represented more than 15%14% of our 20172019 fleet purchases, and we regularly adjust our fleet levels to be consistent with demand. We participate in a variety of vehicle purchase programs with major vehicle manufacturers. In 2017, we purchased vehicles from Citroen, Fiat Chrysler, Ford, General Motors, Hyundai, Kia, Mercedes, Nissan, Opel, Peugeot, Renault, Seat, Toyota, and Volkswagen, among others. During 2017, approximately 15%, 14% and 10%The following presents the approximate percentage of the vehicles acquiredfleet purchases by manufacturer in 2019.
* Includes all manufacturers for our rentalwhich fleet purchases were manufactured by Ford, Fiat Chrysler, and General Motors, respectively.less than 5%.
Fleet costs represented approximately 26%23% of our aggregate expenses in 2017.2019. Fleet costs can vary from year to year based on the prices at which we are able to purchase and dispose of rental vehicles.
In 2017, on average,2019, approximately 37%34% of our average rental car fleet was comprised of the following:
vehicles subject to agreements requiring automobile manufacturers to repurchase vehicles at a specified price during a specified time period or guarantee our rate of depreciation on the vehicles during a specified period of time,time; or were
vehicles subject to operating leases, which are subject to a fixed lease period and interest rate.
We refer to carsvehicles subject to these agreements as “program” carsvehicles and carsvehicles not subject to these agreements as “risk” carsvehicles because we retain the risk associated with such cars’vehicles’ residual values at the time of their disposition. The following graphs present the approximate percentage of program carsvehicles in both our average rental car fleet and fleet purchases within each of our reporting segments in the last three years.
Our agreements with automobile manufacturers typically require that we pay more for program carsvehicles and maintain them in our fleet for a minimum number of months and impose certain return conditions, including carvehicle condition and mileage requirements. When we return program carsvehicles to the manufacturer, we receive the price guaranteed at the time of purchase and are thustherefore protected from fluctuations in the prices of previously-owned vehicles in the wholesale market. In 2017,2019, approximately 57%49% of the vehicles we disposed of were sold pursuant to repurchase or guaranteed depreciation programs. The future percentages of program and risk carsvehicles in our fleet will depend on several factors, including our expectations for future used carvehicle prices, our seasonal needs and the availability and attractiveness of manufacturers’ repurchase and guaranteed depreciation programs. The Company has agreed to purchase approximately $8.1 billion of program vehicles from manufacturers in 2018.
Fleet Dispositions
We dispose of our risk carsvehicles largely through automobileresale and alternative disposition channels, including direct-to-consumer, online auctions, including auctions that enable dealers to purchase vehicles online more quickly than through traditional auctionsretail lots and direct-to-dealer sales. In 2017, wesales, as well as through more traditional automobile auctions. Alternative disposition channels provide the opportunity to increase vehicle sales prices and reduce relevant fleet costs compared to selling vehicles at auctions. We have continued to expand the numberscope of states that can participate inour direct-to-consumer vehicle sales program, growing sales of our risk vehicles directly to consumers through our Ultimate Test Drive consumer car salesonline program and our approximately 15 physical retail locations, which offersoffer customers the ability to purchase well-maintained, late-model rental vehicles from our rental vehicles. Alternative disposition channels such as Ultimate Test Drive, online auctions, retail lots and direct to dealer sales represented approximately 50%fleet. We dispose of our riskprogram vehicles in accordance with repurchase or guaranteed depreciation programs with major vehicle dispositions in the Americas in 2017 and provide us with per-vehicle cost savings compared to selling cars at auctions.manufacturers.
For 2017,Fleet Utilization
In 2019, our average monthly vehicle rental fleet size ranged from a low of approximately 534,000576,000 vehicles in January to a high of approximately 721,000757,000 vehicles in July. Our average monthly car rental fleet size typically peaks in the summer months. Average fleet utilization for 2017,2019, which is based on the number of rental days (or portion thereof) that vehicles are rented compared to the total amount of time that vehicles are available for rent, ranged from 64% in January to 76% in August.July. Our calculation of utilization may not be comparable to other companies’ calculation of similarly titled statistics.metrics.
Fleet Maintenance
We place a strong emphasis on the quality of our vehicle maintenance for customer safety and customer satisfaction reasons, and because quick and proper repairs are critical to fleet utilization. To accomplish this task, we have developed specialized training programs for our technicians. Our Maintenance and Damage Planning
Department prepares technical service bulletins that can be retrieved electronically at our repair locations. In addition, we have implemented policies and procedures to promptly address manufacturer recalls as part of our ongoing maintenance and repair efforts.
CUSTOMER SERVICE
We believe ourOur commitment to delivering a consistently high level of customer service across all of our brands is a critical element of our success and business strategy. Our Customer Led, Service Driven™ program focuses on continually improving the overall customer experience based on our research of customer service practices, improved customer insights, executing our customer relationship management strategy, delivering customer-centric employee training and leverage our mobile appapplications technology and the enriched experience it provides our customers.
Our associates and managersThe employees at our Company-operated locations are trained and empowered to resolve most customer issues at the location level. We also continuously track customer-satisfaction levels by sending location-specific surveys to recent customers and utilize detailed reports and tracking to assess and identify ways that we can improve our customer service delivery and the overall customer experience. In 2017, we received feedback from more than 2 million customers globally. Our location-specific surveys ask customers to evaluate their overall satisfaction with their rental experience and the likelihood that they will recommend our brands, as well as key elements of the rental experience. Results are analyzed in aggregate and by location to help further enhance our service levels to our customers.
We place a high emphasis on valuingunderstand our customers’ time through providing completeis valuable and we offer rental options that provide greater control withand self-service capabilities. While our moble appsmobile applications provide a fast customer experience, our customers know a company representative is always available to meet their needs. In 2017, we expanded ourOur survey platform to integrate app-specificincludes specific questions to learn more about individual preferences and find innovative ways to better serve and anticipate our customers’ needs.
EMPLOYEES
As of December 31, 2017,2019, we employed approximately 31,00030,000 people worldwide, of whom approximately 9,4008,800 were employed on a part-time basis. Of our approximately 31,00030,000 employees, approximately 20,00018,000 were employed in our Americas segment and 11,00012,000 in our International segment.
In our Americas segment, the majority of our employees are at-will employees and, therefore, not subject to any type of employment contract or agreement. Certain of our executive officers may be employed under employment contracts that may specify a term of employment and specify pay and other benefits. In our International segment, we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary. The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction. Many of our employees are covered by a wide variety of union contracts and governmental regulations affecting, among other things, compensation, job retention rights and pensions.
As of December 31, 2017,2019, approximately 32%27% of our employees were covered by collective bargaining or similar agreements with various labor unions. We believe our employee relations are satisfactory. We have never experienced a large-scale work stoppage.
AIRPORT CONCESSION AGREEMENTS
We generally operate our vehicle rental and car sharing services at airports under concession agreements with airport authorities, pursuant to which we typically make airport concession payments and/or lease payments. In general, concession fees for on-airport locations are based on a percentage of total commissionable revenuerevenues (as defined by each airport authority), often subject to minimum annual guaranteed amounts. Concessions are typically awarded by airport authorities every three to ten years based upon competitive bids. Our concession agreements with the various airport authorities generally impose certain minimum operating requirements, provide for relocation in the event of future construction and provide for abatement of the minimum annual guarantee in the event of extended low passenger volume.
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SEASONALITY
Our vehicle rental business isoperating results are subject to seasonal variations in customer demand patterns,variability due to seasonality, macroeconomic conditions and other factors. Car rental volumes tend to be associated with the spring and summer vacation periods representing our peak seasons fortravel industry, particularly airline passenger volumes, or enplanements, which in turn tend to reflect general economic conditions. Our operations are also seasonal, with the majority of the countries in which we operate. We
vary our fleet size over the coursethird quarter of the year historically having been our strongest due to help manage any seasonal variationsthe increased level of leisure travel during the quarter. We have a partially variable cost structure and routinely adjust the size, and therefore the cost, of our rental fleet in demand, as well as localized changesresponse to fluctuations in demand.
The following chart presents our quarterly revenues for the years ended December 31, 2015, 20162017, 2018 and 2017.2019.
COMPETITION
The competitive environment for our industry is generally characterized by intense price and service competition among global, local and regional competitors. Competition in our vehicle rental operations is based primarily upon price, customer service quality, including usability of booking systems and ease of rental and return, vehicle availability, reliability, rental locations, product innovation and national or international distribution. In addition, competition is also influenced strongly by advertising, marketing, loyalty programs and brand reputation. We believe the prominence and service reputation of our brands, extensive worldwide ownership of mobility solutions and commitment to innovating will provideinnovation provides us with a competitive advantage.
The use of technology has increased pricing transparency among vehicle rental companies and other mobility solutions providers by enabling cost-conscious customers to more easily compare on the Internet and their mobile devices the rates available for the mobility solutions that fit their needs. This transparency has further increased the prevalence and intensity of price competition in the industry.
Our vehicle rental operations compete primarily with Enterprise Holdings, Inc., which operates the Enterprise, National and Alamo car rental brands; Hertz Global Holdings, Inc., which operates the Hertz, Dollar and Thrifty brands; Europcar Group;Mobility Group, which operates the Europcar, Goldcar, InterRent, Buchbinder and Ubeeqo brands; and Sixt AG. In addition there areWe also compete with smaller local and regional vehicle rental companies for vehicle rental market share, and with ride-hailing companies that we compete with largely for short length trips in urban areas. Our Zipcar brand also competes with various local and regional mobility companies, including mobility services sponsored by several auto manufacturers, ride-hailing and car sharing companies and other technology players in the mobility landscape.industry. Our Budget Truck operations in the U.S.United States competes with several other local, regional and nationwide truck rental companies such asincluding U-Haul International, Inc., Penske Truck Leasing Corporation, Ryder Systems, Inc. and Enterprise.
INSURANCE AND RISK MANAGEMENT
Our vehicle rental and corporate operations expose us to various types of claims for bodily injury, death and property damage related to the use of our vehicles and/or properties, as well as general employment-related matters stemming from our operations. We generally assume the risk ofretain economic exposure for liability to third parties arising from vehicle rental and car sharing services in the United States, Canada, Puerto Rico and the U.S. Virgin Islands, in accordance with the minimum financial responsibility requirements (“MFRs”) and primacy of coverage laws of the relevant jurisdiction. In certain cases, we assume liability above applicable MFRs, butup to no more than $1 million per occurrence, other than in cases involving a negligent act on the part of the Company, for which we purchase insurance coverage for exposures beyond retained amounts from a combination of unaffiliated excess insurers.
In Europe, we insure the risk of liability to third parties arising from vehicle rental and car sharing services in accordance with local regulatory requirements primarily through a combination of insurance policies provided by unaffiliated insurers and through reinsurance.insurers. We may retain a portion of the insured risk of liability includingthrough local deductibles, and by reinsuring certain risks through our captive insurance subsidiary AEGIS Motor Insurance Limited. In Australasia, motor vehicle bodily injury insurance coverage is compulsory and provided upon vehicle registration. In addition, we provide our customers with third-party property damage insurance through an unaffiliated third-party insurer. We limit our retainedretain a share of property damage risk of liability through theAEGIS Motor Insurance Limited. AEGIS Motor Insurance Limited reinsures certain risks through an unaffiliated insurers.company, which limits its liabilities. We insure the risk of liability to third parties in Argentina Australasia and Brazil through a combination of unaffiliated insurers and one of our affiliates. These insurers provide insurance coverage supplemental to minimum local requirements.insurers.
We offer our U.S. customers a range of optional insurance products and coverages such as supplemental liability insurance, personal accident insurance, personal effects protection, emergency sickness protection, automobile towing protection and cargo insurance, which create additional risk exposure for us. When a customer elects to purchase supplemental liability insurance or other optional insurance related products, we typically retain economic exposure to loss, since the insurance is provided by an unaffiliated insurer that is reinsuring its exposure through our captive insurance subsidiary, Constellation Reinsurance Co., Ltd. Additional personal accident insurance offered to our customers in Europe and Australasia is provided by a third-party insurer, and reinsured by our Avis Budget Europe International Reinsurance Limited subsidiary. We also maintain excess insurance coverage through unaffiliated carriers to help mitigate our potential exposure to large liability losses. We otherwise bear these and other risks, except to the extent that the risks are transferred through insurance or contractual arrangements.
OUR INTELLECTUAL PROPERTY
We rely primarily on a combination of trademark, trade secret and copyright laws, as well as contractual provisions with employees and third parties, to establish and protect our intellectual property rights. The service marks “Avis,” “Budget,”“Budget” and “Zipcar” and related marks or designs incorporating such terms and related logos and marks such as “We try harder,Try Harder,” “We Know The Road” and “wheels when you want them”“Own The Trip, Not The Car” are material to our vehicle rental and car sharing businesses. Our subsidiaries and licensees actively use these marks. All of the material marks used by Avis, Budget and Zipcar are registered (or have applications pending for registration) with the United StatesU.S. Patent and Trademark Office as well as in foreign jurisdictions. Our subsidiaries own the marks and other intellectual property, including the Wizard system, used in our business. We also own trademarks and logos related to the “Apex Car Rentals” brand in Australia and New Zealand, the “Payless Car Rental” brand in the United States and several other countries, the “Maggiore” brandand “Morini Rent” brands in Italy, and the “FranceCars” brand in France.France and the “Turiscar” brand in Portugal. Our subsidiaries have also filed patent applications pertaining to fleet and connected car technology in the U.S. and other countries.
CORPORATE SOCIAL RESPONSIBILITY
At Avis Budget Group, we take our responsibilities as a corporate citizen seriously. We remainare aware of how our actions can benefit the community and are sensitive to the needs of the environment, our customers and our employees. We recognize that being a successful organization means our progress is measured not only in economic terms, but also in the many ways we impact the world around us.
We believe in being responsible global corporate citizens and strive to establish and maintain bestOur practices in corporate social responsibility through a focus on:
The Environment: As a responsible corporate citizen, weon our people, our communities, and our planet. We are committed to monitoring, measuringthe highest standards of ethics, integrity and managingcompliance in all respects of our environmental impact, and working to reduce it where practicable on an ongoing basis. The following illustrate those commitments:business.
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| • | Our People: We believe that our success has its foundation in how we treat our employees. In concert with our core values, we seek to foster an environment where communication among our employees is open, honest, and respectful; performance is recognized; growth is encouraged; and accomplishments - individual and collective - are celebrated. We also seek to support the well-being and development of the people we employ and the communities in which they work. The following initiatives reflect our commitment to achieving these goals: |
Car Sharing: Through our Zipcar brand, operating the world’s leading car-sharing network, considered to be one of the most environmentally-friendly transportation alternatives available;
Fleet: Offering our customers a wide variety of vehicles that are environmentally friendly, including as defined by the U.S. Environmental Protection Agency’s SmartWay Certification Program;
Outreach: Partnering with our corporate customers to help them measureDiversity and manage the environmental impact of Avis and Budget rental vehicles used by their employees and, where applicable, partnering to help them achieve their sustainability goals;
Compliance: Meeting or voluntarily exceeding the requirements of all federal, state and local health, safety and environmental protection laws; and
Reduction: Limiting our use of natural resources and recycling where practicable, whether water, oil, tire rubber, paper, plastic or other materials.
Our People and our Customers: We believe that our success has its foundation in how we treat our employees. Avis Budget Group is committed to maintaining a professional and supportive workplace built on trust between employees and management. In concert with our core values, we seek to foster an environment where communication among our employees is open, honest, and respectful; performance is recognized; growth is encouraged; and accomplishments – individual and collective – are celebrated. We also seek to support the well-being and development of the people we employ and the communities in which they work. The following initiatives reflect our commitment to achieving these goals:
Employee Satisfaction: We periodically measure the success of our workplace initiatives in a Company-wide employee survey. Conducted by an independent third party to ensure impartiality and confidentiality, the survey is part of a long tradition of listening to what employees have to say about the Company, about the job they do, and about what they expect. On average, over 90% of all employees respond, which we feel is best in class participation and engagement. The findings from each survey are presented by managers to employees and plans to address areas for improvement are established;
Employee Benefits Programs: Our employees are critical to our success. To ensure their well-being and professional growth, we generally offer a competitive salary, plus incentive compensation potential and comprehensive benefits. In addition, we offer health and welfare benefits that may include a range of training, employee assistance and personal development programs to help employees and their families prosper. Our employee benefit programs are all offered and administered in compliance with applicable local law;
Live Well – Healthy Living: We maintain a comprehensive program of initiatives designed to encourage our employees and their families to be mindful of their health and to enhance their ability to care for themselves and manage their health care expenses;
Equal Opportunity Employment:Inclusion: We are committed to providing equal employment opportunity to all applicants and employees without regard to race, religion, color, sex, sexual orientation, gender, gender identity, age, national origin, ancestry, citizenship, protected veteran or disability status or any factor prohibited by law, and as such we affirm in policy and practice to support and promote the concept of equal employeeemployment opportunity and affirmative action, in accordance with all applicable federal, state, provincial and municipal laws. In addition, the Company will reasonably accommodate known disabilitiesAs an equal-opportunity employer, we are proud to provide an inclusive workplace that embraces and religious beliefs ofcelebrates demographic, cultural and lifestyle differences.
Employee Benefits: We care about our employees and qualified applicants; and
Diversity: As a growing global organization, the Company is proud of the diversity of its workforce.their families. We strive to attractoffer them comprehensive and retain talentedhigh value benefits programs that take care of their health and diverse people throughoutfinancial needs.
Our Communities: We help and encourage our organization by engaging in several initiativesemployees to support diversity, including programs specifically designedconnect to develop female leaders and to assist current and former military personnel.
Our Communities: The Company is committed to supporting the communities in which it operates by working with nonprofit organizations focused on assisting those in need such as Make-A-Wish.they reside. Through relationships with widely-recognized charitable groups and outreach throughour “Inspire the Avis Budget Group Charitable Foundation and employee volunteer teams, the Company and its employees contribute to many worthwhile organizations and deserving causes that help improve our communities.
Our Business: We holdWorld” program we challenge our employees to high ethical standards.dedicate an hour of their time to a local cause close to their hearts. As well as empowering our employees to volunteer in their local communities, we are committed to helping a variety of causes and charities that support people in crisis situations and who live with life-threatening illnesses. Those we support were chosen because our employees told us that charities that support women and children are the most important to them.
Being Prepared When Disaster Strikes: Over the past seventy years, we have developed strong competencies in responding to business disruptions. Whether the disruption is man-made or an extreme weather event such as a hurricane, flood or wildfire, our business continuity programs are central to how we respond in times of crisis. Our program’s focus is on preparing and protecting our people, property and infrastructure. We place great emphasisutilize an “all hands on professional conduct, safetydeck” approach within our incident management and security, information protectioncommand structure to ensure that we respond as rapidly and integrity.
effectively as possible. We have also developed longstanding partnerships with leading national disaster response agencies, which strengthen our ability to provide support to affected customers, employees and communities.
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| • | The Environment: As a responsible corporate citizen, we are committed to monitoring, measuring and managing our environmental impact, and working to reduce it where practicable on an ongoing basis. This enables us to meet customer expectations while building a resilient business for generations to come. The following illustrates these commitments: |
Ethical Standards: Our employeesEnvironmental Footprint: Through our continuous improvement approach, we work proactively to address the environmental challenges that impact our business. Guided by our Environmental Policy, we focus on the environmental issues most important to us and our stakeholders.
Sustainable Operations: We are requireddriving the efficiencies needed to followreduce our Code of Conduct. This important document representsenvironmental impact and enhance the coresustainability of our business philosophyoperations. These are mainly driven by improvements on vehicle preventive maintenance, the incorporation of green building practices and values and covers numerous areas, including standards of work-related behavior; safe work practices; security of information,by complying with all environmental regulations.
systems and other assets; conflicts of interest; securities laws; and community service. We provide employees with training to help them understand both our Code of Conduct and how to interpret it in various situations.
Sustainable Procurement: Our Third Party Standards of Conduct represents the Company’s commitment to fostering sustainable relationships with our business partners, agents, consultants, suppliers and other third parties and ensuring that they uphold ethical, social and environmental standards.
Supplier Diversity: The Company also maintains an industry-leading supplier diversity program to promote the growth and development of suppliers who are disadvantaged, minority-owned or women-owned business enterprises. As a result of our commitment, we are honored to be one of America’s Top Corporations for Women’s Business Enterprises for 16 consecutive years and a corporate member of the Billion Dollar Roundtable.
Data Protection:Carbon Offset Program: We are committed to taking appropriate measureshelping educate both consumers and travel professionals on their environmental impact from rental car use and on how that can be reduced. We also work closely with our corporate customers to properly secure information, records, systemshelp them achieve their environmental impact reduction targets through our carbon offset program.
Sustainable Fleet: We have been actively anticipating and property. Employeesdriving changes in mobility. Connected and autonomous vehicles are trainedlikely to take particular precautionsbecome a common feature worldwide, along with an increase use of electric and shared vehicles, which is why we’re building on our core experience, data intelligence and technology to protect the Company,develop entirely new lines of business and extend our employees, vendorsoffering and capabilities for our customers, businesses and in many cases, themselves, from the unlawful or inappropriate use or disclosure of that information.cities. Our efforts include:
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| ◦ | Car Sharing: Our Zipcar car sharing technology was designed and specifically built for our car sharing business and has been continually refined and upgraded. With more than one million members worldwide, Zipcar is taking thousands of vehicles off the road and reducing congestion. In addition, car sharing members report notable reductions in their own driving behavior after joining. |
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| ◦ | Connected Vehicles: Connected vehicles support our ability to reduce emissions through a steadfast focus on fleet maintenance and optimization. |
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| ◦ | Fleet Efficiency: We offer our customers the opportunity to choose from a wide variety of vehicles, including hybrids, electric or fuel efficient vehicles at almost all of our locations. Our fleet consists primarily of vehicles from the current and immediately preceding model year - this ensures the highest possible standards of air emissions control. Our hybrid fleet is one of the largest in our industry with 19,000+ hybrid vehicles globally. |
Our most recent Corporate Social Responsibility Report (“CSR”) is available on the Company’s website. The information contained on the Company’s website is not included in, or incorporated by reference into, this Annual Report on Form 10-K.
REGULATION
We are subject to a wide variety of laws and regulations in the countries in which we operate, including those relating to, among others, consumer protection, insurance products and rates, franchising, customer privacy and data protection, securities and public disclosure, competition and antitrust, environmental matters, taxes, automobile-related liability, corruption and anti-bribery, labor and employment matters, health and safety, claims management, automotive retail sales, currency-exchange and other various banking and financial industry regulations, cost and fee recovery, the protection of our trademarks and other intellectual property, and local ownership or investment requirements. Additional information about the regulations that we are subject to can be found in Item 1A - Risk Factors of1A. “Risk Factors” in this Annual Report on Form 10-K.
COMPANY INFORMATION
Our principal executive office is located at 6 Sylvan Way, Parsippany, New Jersey 07054 (our telephone number is 973-496-4700). The Company files electronically with the Securities and Exchange Commission (the “SEC”) required reports on Form 8-K, Form 10-Q, Form 10-K and Form 11-K; proxy materials; ownership reports for insiders as required by Section 16 of the Securities Exchange Act of 1934; registration statements and other forms or reports as required. Certain of the Company’s officers, directors and directorsstockholders also file statements of beneficial ownership and of changes in beneficial ownership on FormForms 3, 4 and 5 with the SEC. The public may read and copy any materials that the Company has filed with the SEC at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 800-SEC-0330. Such materials may also be accessed electronically on the SEC’s Internet site (sec.gov). The Company maintains a website (avisbudgetgroup.com) and copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Section 16 reports, proxy materials and any amendments to these reports filed or furnished with the SEC are available free of charge in the Investor Relations section of our website, as soon as reasonably practicable after filing with the SEC. Copies of our board committee charters, Codes of Conduct and Ethics, Corporate Governance Guidelines and other corporate governance information are also available on our website. If the Company should decide to amend any of its board committee charters, Codes of Conduct and Ethics or other corporate governance documents, copies of such amendments will be made available to the public through the Company’s website. The information contained on the Company’s website is not included in, or incorporated by reference into, this Annual Report on Form 10-K.
The following is a cautionary discussion of the most significant risks, uncertainties and assumptions that we believe are significant to our business and should be considered carefully in conjunction with all of the other information set forth in this Annual Report on Form 10-K. The risks described below are not an exhaustive list of all of the risks that we face and are not listed by order of priority or materiality. In addition to the factors discussed elsewhere in this report,Annual Report on Form 10-K, the factors described in this item could, individually or in the aggregate, cause our actual results to differ materially from those described in any forward-looking statements. Should unknown risks or uncertainties materialize or underlying assumptions prove inaccurate, actual results could materially differ from past results and/or those anticipated, estimated or projected. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
RISKS RELATED TO OUR BUSINESS
We face risks related to the high level of competition in the vehicle rentalmobility industry.
The vehicle rentalmobility industry is highly competitive, with price being one of the primary competitive factors. To the extent that our competitors reduce their pricing and we do not provide competitive pricing, or if price increases we implement make us less competitive, we risk losing rental volume from existing customers, as well as lessening the chances of success for future bids for new customer accounts. If competitive pressures lead us to lose rental volume or match any downward pricing and we are unable to reduce our operating costs, then our financial condition or results of operations could be materially adversely impacted.
Additionally, pricing in the vehicle rental industry is impacted by the size of rental fleets and the supply of vehicles available for rent. Any significant fluctuations in the supply of rental vehicles available in the market due to an unexpected decrease in demand, or actions taken by our competitors to increasethat increases fleet significantly above market share by acquiring more fleetdemand, could negatively affect our pricing, operating plans or results of operations if we are unable to adjust the size of our rental fleet in response to fluctuations in supply and demand.
The competitive environment for our mobility services has become more intense as additional companies, including automobile manufacturers, ride-hailing companies, car sharing companies and other technology players in the mobility industry enter our existing markets or expand their operations. Companies offering new mobility business models, including ride-hailing or car sharing services may affect demand for rental vehicles. Some of these companies may have access to substantial capital, innovative technologies or have the ability to provide services at a relatively low cost. To the extent these companies can improve transportation efficiency, alter driving patterns or attitudes toward vehicle rental, offer more competitive prices or fleet management services, more effectively utilize mobile platforms, undertake more aggressive marketing campaigns, price their competing services below market or otherwise disrupt the mobility industry, we risk heightened pricing competition and/or loss of rental volume, which could adversely impact our business and results of operations if we are unable to compete with such efforts.
The risk of competition on the basis of pricing in the truck rental industry can be even more impactful than in the car rental industry becauseas it can be more difficult to reduce the size of our truck rental fleet in response to significantly reduced demand.
We face risks related to fleet costs.
Fleet costs typically represent our single largest expense and can vary from year to year based on the prices that we are able to purchase and dispose of our vehicles. We purchase program cars,vehicles, which are guaranteed a rate of depreciation through agreements with auto manufacturers, and non-program, or “risk” vehicles. In 2017,2019, on average approximately 63%66% of our rental car fleet was comprised of risk vehicles.
The costs of our risk vehicles may be adversely impacted by the relative strength of the used car market, particularly the market for one- to two-year old used vehicles, or potentially by the insolvency or bankruptcy of an auto manufacturer from whom we purchase vehicles. We currently sell risk vehicles through various sales channels in the used vehicle marketplace, including traditional auctions, on-line auctions, direct-to-dealer sales
and directly to consumers through either retail lots andor our Ultimate Test Drive consumer car sales program. These channels may not produce stable vehicle prices in the future, as the market for used vehicles is subject to changes in demand for usedsuch vehicles, consumer interests, pricing ofinventory levels, new car models,pricing, interest rates, fuel costs, tariffs and general economic conditions. A reduction in residual values for risk vehicles in our rental fleet could cause us to sustain a substantial loss on the ultimate sale of such vehicles or require us to depreciate those vehicles at a more accelerated rate than previously anticipated while we own them. Any reduction in the market value of the vehicles in our fleet could effectively increase our fleet costs, adversely impact our profitability and potentially lead to decreased capacity in our asset-backed car rental funding facilities due to the collateral requirements for such facilities that effectively increase as market values for vehicles decrease.
If the market value of the vehicles in our fleet is reduced or our ability to sell vehicles in the used vehicle marketplace were to become severely limited, we may have difficulty meeting collateral requirements due under our asset-backed financing facilities, which could lead to decreased capacity in such facilities and effectively increase our fleet costs or adversely impact our profitability. In addition, if we are unable to meet our collateral requirements under such facilities, the outstanding principal amount due may be required to be repaid earlier than
anticipated. If that were to occur, the holders of our asset-backed debt may have the ability to exercise their right to instruct the trustee to direct the return of program carsvehicles and/or the sale of risk carsvehicles to generate proceeds sufficient to repay such debt.
Program cars and leased vehicles enable us to determine our depreciation expense in advance of purchase, which is a significant component of our fleet costs.purchase. Our program car purchasesand leased vehicles also generally provide us with flexibility to reduce the size of our fleet rapidlyrapidly. This flexibility would be affected as the percentage of program vehicles in our fleet is reduced, or if the features of the programs provided by auto manufacturers are less favorable. Our inability to reduce the size of our fleet in response to seasonal demand fluctuations, economic constraints or other changes in demand.
While we source our fleet purchases from a wide range of auto manufacturers, our program car purchases expose us to risk to the extent that any of these auto manufacturers significantly curtail production, increase the cost of purchasing program cars or decline to sell program cars to us on terms or at prices consistent with past agreements. Should any of these risks occur, we may be unable to obtain a sufficient number of vehicles to operate our business without significantly increasing our fleet costs or reducing our volumes.
The flexibility to rapidly reduce the size of our fleet may be impeded to the extent that we are forced to reduce the percentage of program cars in our fleet or features of the programs are altered by auto manufacturers, whichdemand could have an adverse impact on our fleet costs and results of operations.
Failure by a manufacturer to fulfill its obligations under any program agreement or incentive payment obligation, due to insolvency, bankruptcy or other reasons, could leave us with a material expense if we are unable to dispose of program carsvehicles at prices estimated at the time of purchase or with a substantial unpaid claim against the manufacturer, particularly with respect to program carsvehicles that were either (i) resold for an amount less than the amount guaranteed under the applicable program and therefore subject to a “true-up” payment obligation from the manufacturer; or (ii) returned to the manufacturer, but for which we were not yet paid, and therefore we could incur a substantial loss as a result of such failure to perform.
While we source our fleet purchases from a wide range of auto manufacturers, we are exposed to risk to the extent that any auto manufacturer significantly curtails production, increases the cost of vehicles or declines to sell vehicles to us on terms or at prices consistent with past practice. Should any of these risks occur, we may be unable to obtain a sufficient number of vehicles to operate our business without significantly increasing our fleet costs or reducing our volumes.
We face risks related to safety recalls affecting our vehicles.
Our vehicles may be subject to safety recalls by their manufacturers, thatwhich could have an adverse impact on our business when we remove recalled vehicles from our rentable fleet. We cannot control nor predict the number of vehicles that will be subject to manufacturer recalls in the future. Recalls often require us to retrieve vehicles from customers and/or hold vehicles until we can arrange for the repairs described in the recalls to be completed. As such, recalls can result in incremental costs, negatively impact our revenues and/or reduce our fleet utilization. If a large number of vehicles were to be the subject of simultaneousone or more recalls, or if needed replacement parts were not in adequate supply, we may be unable to utilize recalled vehicles for a significant period of time. We could also face liability claims related to vehicles subject to a safety recall. Depending on the nature and severity of the recall, it could create customer service problems, reduce the residual value of the vehicles involved, harm our general reputation and/or have an adverse impact on our financial condition or results of operations.
Weakness in travel demand or general economic conditions, in the United States, Europe and other areas in which we operate and/or a significant increase in fuel costs, can adversely impact our business.
Demand for vehicle rentals can beis generally subject to and impacted by international, national and local economic conditions. Ifconditions and travel demand. When travel demand or economic conditions in the United States, Europe and/or worldwide were to weaken,weakens, our financial condition orand results of operations could beare often adversely impacted.
Any significant airline capacity reductions, airfare or related fee increases, reduced flight schedules, or any events that disrupt or reduce business or leisure air travel or weaken travel demand and tourism, such as work stoppages, military conflicts, terrorist incidents, natural disasters, disease epidemics, or the response of governments to any such events, could have an adverse impact on our results of operations. Likewise,For instance, the ongoing coronavirus outbreak emanating from China at the beginning of 2020 has resulted in increased travel restrictions. In addition, any significant increases in fuel prices, a severe protracted disruption in fuel supplies or rationing of fuel could discourage our customers from renting vehicles or reduce or disrupt air travel, which could also adversely impact our results of operations.
Our truck rental business can be impacted by the housing market. If conditions in the housing market were to weaken, we may see a reduction in truck rental transactions, which could have an adverse impact on our business.
Our truck rental business can be impacted by changes in the light commercial business sector. If the light commercial business develops their own package delivery service with a fleet of trucks and vans to use for their business, or other large competitors enter the package delivery service industry, in particular around the holiday season, we may see a reduction in truck rental transactions, which could have an adverse impact on our business.
We face risks related to our ability to successfully implement our business strategies and to preserve the value of our brands.
Our strategic objectives involve winning and retaining customers through supporting and strengthening our brands, increasing operational efficiency and margins and enhancing our position in the evolving mobility landscape.industry. We see significant potential in the areas of optimizing our pricing, customer mix and sales of ancillary products and services;services, optimizing our procurement, deployment and disposition of vehicles, including increased use of non-auction channels for selling our cars;risk vehicles; and applying connected-car/in-vehicle systems and other emerging technologies in our operations. If we are unsuccessful in implementing our strategic initiatives, our financial condition or results of operations could be adversely impacted.
The Company continues to take significant actions to further streamline its administrative and shared-services infrastructure through a restructuring program that identifies and replicates best practices, leverages the scale and capabilities of third-party service providers and is designed to increase the global standardization and consolidation of non-rental-location functions over time. We cannot be certain that such initiatives will continue to be successful. Failure to successfully implement any of these initiatives could have an adverse impact toon our financial condition or results of operations.
Any failure to adapt to changes in the mobility landscape,industry, provide a high-quality rental experience for our customers and members, adopt new technologies, capitalize on cost saving initiatives or to meet customer needs could substantially harm our reputation and competitiveness and could adversely impact our financial condition or results of operations.
We face risks related to political, economic and commercial instability or uncertainty in the countries in which we operate.
Our global operations expose us to a number of risks including exposurerelated to a wide range of international, national and local economic and political conditions and instability. For example, uncertainty related toour operations in the proposedUnited Kingdom include a significant amount of cross-border business that could be negatively impacted by the withdrawal of the United Kingdom from the European Union. Given the lack of comparable precedent, it is unclear what financial, trade and legal implications the withdrawal of the United Kingdom from the European Union will have and how such withdrawal would affect our operations. The withdrawal could lead to volatility in the global financial markets, adversely affect tax, legal and regulatory regimes and could impact the economies of the United Kingdom and other countries in which we operate, which could have a material adverse effect on our results in such countries. Operating or expanding our business in a number of different regions and countries exposes us to a number of other risks, including:
multiple and potentially conflicting laws, regulations, trade policies and agreements that are subject to change;
varying tax regimes, including consequences from changes in applicable tax laws;
the imposition of currency restrictions, restrictions on repatriation of earnings or other restraints, as well as difficulties in obtaining financing in foreign countries for local operations;
potential changes to import-export laws, trade treaties or tariffs in the countries where we purchase vehicles;
international trade disruptions or disputes, including in connection with the ongoing trade negotiations between the United States and China;
local ownership or investment requirements, or compliance with local laws, regulations or business practices;
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uncertainty and changes to political and regulatory regimes as a result of changing social, political, regulatory and economic environments in the United States and internationally;
national and international conflict, including terrorist acts; and
political and economic instability or civil unrest that may severely disrupt economic activity in affected countries.
Exposure to these risks may adversely impact our financial condition or results of operations. Our licensees’ vehicle rental operations may also be impacted by political, economic and commercial instability, which in turn could impact the amount of royalty payments they make to us.
We face risks related to third-party distribution channels that we rely upon.
We rely upon third-party distribution channels to generate a significant portion of our carvehicle rental reservations, including:
traditional and online travel agencies, airlines and hotel companies, marketing partners such as credit card companies and membership organizations and other entities that help us attract customers; and
global distribution systems (“GDS”), such as Amadeus, Galileo/Apollo, Sabre and Worldspan, that connect travel agents, travel service providers and corporations to our reservationsreservation systems.
Changes in our pricing agreements, commission schedules or arrangements with third-party distribution channels, the termination of any of our relationships or a reduction in the transaction volume of such channels, or a GDS’s inability to process and communicate reservations to us could have an adverse impact on our financial condition or results of operations, particularly if our customers are unable to access our reservation systems through alternate channels.
We face risks related to our reliance on communications networks and centralized information systems.
We rely heavily on the satisfactory performance and availability of our information systems, including our reservation systems, websites and network infrastructure to attract and retain customers, accept reservations, process rental and sales transactions, manage our fleet of vehicles, account for our activities and otherwise conduct our business. We have centralized our information systems and we rely on third-party communications service and system providers to provide technology services and link our systems with the business locations these systems were designed to serve. We have been subjected to, and from time to time in the future may be subject to, a failure or interruption that results in the unavailability of certain of our information systems. Such a failure or interruption, or a major disruption of communications between a system and the locations it serves, could cause a loss of reservations, interfere with our fleet management, slow rental and sales processes, create negative publicity that damages our reputation or otherwise adversely impacts our ability to manage our business effectively. We may experience system interruptions or disruptions for a variety of reasons, including as the result of network failures, power outages, cyber attacks, employee errors, software errors, an unusually high volume of visitors attempting to access our systems, or localized conditions such as fire, explosions or power outages or broader geographic events such as earthquakes, storms, floods, epidemics, strikes, acts of war, civil unrest or
terrorist acts. Because we are dependent in part on independent third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all. Our systems’ business continuity plans and insurance programs seek to mitigate such risks but they cannot fully eliminate the risks as a disruption could be experienced in any of our information systems.
We face risks related to cybersecurity breaches of our systems and information technology.
Threats to network and data security are becoming increasingly diverse and sophisticated. As cybersecurity threats become more frequent, intense and sophisticated, costs of proactive defense measures may increase. Third parties may have the technology or expertise to breach the security of our customer transaction data and our security measures may not prevent physical security or cybersecurity breaches, which could result in substantial harm to our business, our reputation or our results of operations. We rely on encryption and/or authentication technology licensed from and, at times, administered by independent third parties to secure transmission of confidential information, including credit card numbers and other customer personal information. Our outsourcing agreements with these third-party service providers, including third-party hosted cloud environments, generally require that they have adequate security systems in place to protect our customer transaction data. Despite the implementation of cybersecurity measures (including access controls, data encryption, vulnerability assessments, continuous monitoring, and maintenance of backup and protective systems), our information technology systems or those used by our third-party service providers may still be vulnerable to a breach. In addition, anyone who is able to circumvent our security measures, or those of the third-party service providers we use, could misappropriate proprietary information or cause interruptions in our operations. Risks of cybersecurity incidents caused by malicious third parties using sophisticated, targeted methods to circumvent firewalls, encryption, and other security defenses, could include hacking, viruses, malicious software, ransomware, phishing attacks, denial of service attacks and other attempts to capture, disrupt or gain unauthorized access to data are rapidly evolving and could lead to disruptions in our reservation system or other data systems, unauthorized release of confidential or otherwise protected information or corruption of data. The techniques used by third parties change frequently and may be difficult to detect for long periods of time. Any successful efforts by individuals to infiltrate, break into, disrupt, damage or otherwise steal from the Company’s, its licensees’ or its third-party service providers’ security or information systems could damage our reputation and expose us to increased cybersecurity protection costs, litigation or other liability that could adversely impact our financial condition or results of operations. A cybersecurity breach resulting in the unauthorized use or disclosure of certain personal information could put individuals at risk of identity theft and financial or other harm and result in costs to the Company in investigation, remediation, legal defense and in liability to parties who are financially harmed. Failure to appropriately address these issues could also give rise to potentially material legal risks and liabilities.
We face risks related to our property leases and vehicle rental concessions.
We lease or have vehicle rental concessions at locations throughout the world, including at most airports where we operate both in the United States and internationally and at train stations throughout Europe, where vehicle rental companies are frequently required to bid periodically for space at these locations. If we were to lose a property lease or vehicle rental concession, particularly at an airport or a train station in a major metropolitan area, there can be no assurance that we would be able to find a suitable replacement location on reasonable terms which could adversely impact our business.
We face risks related to the seasonality of our business.
In our business, the third quarter of the year has historically been our most profitable quarter, as measured by net income and Adjusted EBITDA, due to the increased level of summer leisure travel and household moving activity. We vary our fleet size over the course of the year to help manage seasonal variations in demand, as well as localized changes in demand that we may encounter in the various regions in which we operate. Any circumstance or occurrence that disrupts rental activity during the third quarter, especially in North America and Europe, could have a disproportionately adverse impact on our financial condition or results of operations.
We are dependent on our senior management and other key personnel.
Our future success depends on key members of our senior management team and other key personnel, our ability to effectively recruit, retain and retainmotivate high quality employees, and replace those who retire or resign. In
May 2019, we announced the departure of our President and Chief Executive Officer, effective December 31, 2019. On December 30, 2019, we announced that our President, Americas, would assume the role of President and Chief Executive Officer on an interim basis while the search process for a permanent chief executive officer continues. The loss of services of one or more of the other key members of our senior management team could adversely affect our business. Failure to retain and motivate our senior management and to hire, retain and developor other importantkey personnel could impact our management and operations, ability to execute our strategies and adversely affect our business and operating results.
We face risks related to acquisitions, including the acquisition of existing licensees or investments in or partnerships with other related businesses.
We may engage in strategic transactions, including the acquisition of, or investment in, existing licensees and/or other related businesses, or partnerships or joint ventures with companies in related or cross-function lines of business.other companies. The risks involved in engaging in these strategictypes of transactions include the possible failure to successfully integrate the operations of acquired businesses, or to realize the expected benefits of such transactions within the anticipated time frame, or at all, such as cost savings, synergies, or sales orand growth opportunities. In addition, the integration of an acquired business or oversight of a partnership or joint venture may result in material unanticipated challenges, expenses, liabilities or competitive responses, including:
a failure to implement our strategy for a particular strategic transaction, including successfully integrating the acquired business into our existing infrastructure, or a failure to realize value from a strategic partnership, joint venture or other investment;
inconsistencies between our standards, procedures and policies and those of thean acquired business, partnership and/or joint venture, and venture;
costs or inefficiencies associated with the integration of our operational and administrative systems;
the increased scope and complexity of our operations could require significant attention from management and could impose constraints on our operations or other projects;
unforeseen expenses, delays or conditions, including required regulatory or other third-party approvals or consents, or provisions in contracts with third parties that could limit our flexibility to take certain actions;
an inability to retain the customers, employees, suppliers and/or marketing partners of thean acquired business, partnership or joint venture or generate new customers or revenue opportunities through a strategic partnership;
the costs of compliance with local laws and regulations and the implementation of compliance processes, as well as the assumption of unexpected liabilities, litigation, penalties or other enforcement actions;
exposure to undetected malware and viruses embedded in the acquired IT systems of the acquired entity; and
higher than expected costs arising due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies.
Any one of these factors could result in delays, increased costs or decreases in the amount of expected revenues related to combining the companies or derived from a strategic transaction and could adversely impact our financial condition or results of operations.
We face risks related to our Zipcar operations.
We expect that the competitive environment for our car sharing services will become more intense as additional companies, including automobile manufacturers, ride-hailing and car sharing companies and other technology players in the mobility landscape, enter our existing markets or try to expand their operations. Competitors could introduce new mobility solutions or technologies that change the car sharing industry or consumer attitudes toward car sharing, offer more competitive price and convenience characteristics, or could undertake more aggressive marketing campaigns or price their products below cost. Such developments could adversely impact our business and results of operations should we be unable to compete with such efforts.
Because Zipcar members are located primarily in cities, we compete for limited parking locations that are convenient to our members or are available on terms that are commercially reasonable to our business. If we are unable to obtain and maintain a sufficient number of parking locations that are convenient to our members, then our ability to attract and retain members could suffer and our business and results of operations could be materially impacted.
We face risks related to fluctuations in currency exchange rates.
Our international operations generate revenue and incur operating costs in a variety of currencies. The financial position and results of operations of many of our foreign subsidiaries are reported in the relevant local currency and then translated to U.S. dollars at the applicable currency exchange rate for inclusion in our Consolidated Financial Statements. Changes in exchange rates among these currencies and the U.S. dollar will affect, among other things, the recorded levels of our assets and liabilities in our consolidated financial statements.Consolidated Financial Statements. While we take steps to manage our currency exposure, such as currency hedging, we may not be able to effectively limit our exposure to intermediate- or long-term movements in currency exchange rates, which could adversely impact our financial condition or results of operations.
We face risks related to our derivative instruments.
We typically utilize derivative instruments to manage fluctuations in foreign exchange rates, interest rates and gasoline prices. The derivative instruments we use to manage our risk are usually in the form of interest rate swaps and caps and foreign exchange and commodity contracts. Periodically, we are required to determine the change in fair value, called the “mark to market,“mark-to-market,” of some of these derivative instruments, which could expose us to substantial mark-to-market losses or gains if such rates or prices fluctuate materially from the time we entered into the derivatives were entered into.derivatives. Accordingly, volatility in rates or prices may adversely impact our financial position or results of operations and could impact the cost and effectiveness of our derivative instruments in managing our risks.
We face risks related to liability and insurance.
Our global operations expose us to several forms of liability, including claims for bodily injury, death and property damage related to the use of our vehicles, or for having our customers on our premises, as well as workers’ compensation and other employment-related claims by our employees. We may become exposed to uninsured liability at levels in excess of our historical levels resulting from unusually high losses or otherwise.levels. In addition, liabilities in respect ofrelated to existing or future claims may exceed the level of our reserves and/or our insurance, which could adversely impact our financial condition and results of operations. Furthermore, insurance with unaffiliated insurers may not continue to be available to us on economically reasonable terms or at all. Should we be subject to an adverse ruling, or experience other significant liability for which we did not plan and are unable to adequately insure against such liability, our results of operations, financial position or cash flows could be negatively impacted.
We reinsure certain insurance exposures as well as offer optional insurance coverages through unaffiliated third-party insurers whichthat then reinsure all or a portion of their risks through our insurance company subsidiaries, which subjects us to regulation under various insurance laws and statutes in the jurisdictions in which our insurance company subsidiaries are domiciled. Any changes in regulations that alter or impede our reinsurance obligations or insurance subsidiary operations could adversely impact the economic benefits that we rely upon to support our reinsurance efforts, which in turn would adversely impact our financial condition or results of operations.
Optional insurance products that we offer to renters in the United States, including, but not limited to, supplemental liability insurance, personal accident insurance and personal effects protection, are regulated under state laws governing such products. Our carvehicle rental operations outside the United States must also comply with certain local laws and regulations regarding the sale of supplemental liability and personal accident and effects insurance by intermediaries. Any changes in U.S. or international lawslaw that changeaffect our operating requirements with respect to our sale of optional insurance products could increase our costs of compliance or make it uneconomical to offer such products, which would lead to a reduction in revenue and profitability. Should more of our customers decline purchasingto purchase optional liability insurance products as a result of any changes in these laws or otherwise, our financial condition or results of operations could be adversely impacted.
We offer loss damage waivers to our customers as an option for them to reduce their financial responsibility that may be incurred as a result of loss or damage to the rental vehicle. Certain states in the United States have enacted legislation that mandates disclosure to each customer at the time of rental that damage to the rented vehicle may be covered to some extent by the customer’s personal automobile insurance and that loss damage waivers may not be necessary. In addition, some states have statutes that establish or cap the daily rate that can be charged for loss damage waivers. Should new laws or regulations arise that place new limits on our ability to offer loss damage waivers to our customers, our financial condition or results of operations could be adversely impacted.
Additionally, the current U.S. federal law pre-empts state laws that impute tort liability based solely on ownership of a vehicle involved in an accident. If such federal law were to change, our insurance liability exposure could materially increase.
We may be unable to collect amounts that we believe are owed to us by customers, insurers and other third parties related to vehicle damage claims or liabilities. The inability to collect such amounts in a timely manner or to the extent that we expect could adversely impact our financial condition or results of operations.
Costs associated with lawsuits, or investigations or increases in the legal reserves that we establish based on our assessment of contingent liabilities may have an adverse effect on our results of operations.
Our global operations expose us to various claims, lawsuits and other legal proceedings that arise in and outside of the ordinary course of our business in the countries in which we operate. We may be subject to complaints and/or litigation involving our customers, licensees, employees, independent operators and others with whom we conduct business, including claims for bodily injury, death and property damage related to use of our vehicles or our locations, by customers, or claims based on allegations of discrimination, misclassification as exempt employees under the Fair Labor Standards Act, wage and hourly pay disputes, and various other claims. We could be subject to substantial costs and/or adverse outcomes from such complaints or litigation, which could have a material adverse effect on our financial condition, cash flows or results of operations.
At some of our locations, we outsource to third party independent contractors who operate the business as a separate entity. The independent contractors are paid a commission for operating their business under our brands. There is a growing trend in the United States aimed at the gig economy to define independent contractors as employees. As such, we are subject to legislative and or judicial determination that any such changes are applicable to these independent contractors. Such determinations may require us to change the business operations and make such independent contractor locations employee operated. This could potentially expose us to additional costs and material liability under federal and state labor and employment and tax laws.
From time to time, our Company and/or other companies in the vehicle rental industry may be reviewed or investigated by state or federalgovernment regulators, which could lead to tax assessments, enforcement actions, fines and penalties or the assertion of private litigation claims. It is not possible to predict with certainty the outcome of claims, investigations and lawsuits, and we could in the future incur judgments, taxes, fines or penalties or enter into settlements of lawsuits or claims that could have an adverse impact on our financial condition or results of operations. In addition, while we maintain insurance coverage with respect to exposure for certain types of legal claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against any such claims.
As required by U.S. generally accepted accounting principles (“GAAP”), we establish reserves based on our assessment of actual or potential loss contingencies, including contingencies related to legal claims asserted against us. Subsequent developments may affect our assessment and estimates of such loss contingencies and require us to make payments in excess of our reserves, which could have an adverse effect on our financial condition or results of operations.
We face risks related to laws and regulations that could impact our global operations.
We are subject to multiple, and sometimes conflicting, laws and regulations in the countries in which we operate that relate to, among others, consumer protection, competition and antitrust, customer privacy and data protection, securities and public disclosure, automotive retail sales, franchising, corruption and anti-bribery, environmental matters, taxes, automobile-related liability, labor and employment matters, cost and fee recovery, currency-exchange and other various banking and financial industry regulations, health and safety, insurance rates and products, claims management, protection of our trademarks and other intellectual property and other trade-related laws and regulations. Recent years have seen a substantial increase in the global enforcement of certain of these laws such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar foreign laws and regulations. Our continued global operations and expansion could increase the risk of governmental investigations and violations of such laws. We cannot predict the nature, scope or effect of future regulatory requirements to which our global operations may be subject or the manner in which existing or future laws may be administered or interpreted. Any alleged or actual violations of any law or regulation, change in law, regulation, trade treaties or regulationtariffs, or changes in the interpretation of existing laws or regulations may subject us to government scrutiny, investigation and civil and criminal penalties, limit our ability to provide services in any of the countries in which we operate and could result in a material adverse impact on our reputation, business, financial position or results of operations.
In certain countries in whichwhere we have Company-operated locations, we may recover certain costs from consumers, including costs associated with the title and registration of our vehicles, or concession costs imposed by an airport authority or the owner and/or operator of the premises from which our vehicles are rented. We may in the future be subject to potential laws or regulations that could negatively impact our ability to separately state, charge and recover such costs, which could adversely impact our financial condition or results of operations.
In recognition of the contribution that our various operations located in different countries provide to the global network, we have implemented a new transfer pricing policy. We expect to seek Advanced Pricing Agreements in 2020 with certain tax authorities to obtain certainty regarding our new transfer pricing policy and we expect to enter into agreements with foreign tax authorities that reduce or defer the amount of tax we pay. The process of
negotiating and ultimately entering into these agreements may take several years. The ultimate results of our negotiations of these agreements with tax authorities, the expiration of such agreements, or changes in circumstances or in the interpretation of such agreements could increase our tax costs in these jurisdictions. Many countries routinely examine transfer pricing policies of taxpayers subject to their jurisdiction, challenge transfer pricing practices aggressively where there is potential non-compliance and impose significant interest charges and penalties where non-compliance is determined. To the extent we do not have an existing Advance Pricing Agreement or other agreement, governmental authorities could challenge our transfer pricing policy in the future and, if challenged, we may not prevail, which could increase our tax costs or reduce savings related to our transfer pricing policy.
We are subject to privacy, data protection, security transfer and other regulations, as well as private industry standards, which could negatively impact our global operations and cause us to incur additional incremental expense that impacts our future operating results.
Our business requires the secure processing and storage of sensitive information relating to our customers, employees, business partners and others. Current consumer privacy and data protection laws, particularly the European Union’s General Data Protection Regulation (the “GDPR”), California Consumer Privacy Act (the “CCPA”), and other regulations in the jurisdictions in which we operate limit the types of information that we may collect, process, sell and retain about our customers and other individuals with whom we deal or propose to deal, as well as how we collect, process and retain the information that we are permitted to collect, some of which may be non-public personally identifiable information. The GDPR and CCPA, are each wide-ranging in scope, provides the European Union and California residents, respectively, greater control over their personal data and imposes several requirements relating to the consent of the individuals to whom the personal data relates, the information provided to the individuals, the security and confidentiality of the personal data, data breach notification, the use of third-party processors in connection with the processing of personal data, and the transfer or sale of personal data. It also imposes significant forfeitures and penalties for noncompliance and affords private rights of action to individuals under certain circumstances. The Company has adopted policies and procedures in compliance with the GDPR and CCPA, respectively; however, such policies and procedures may need to be updated as additional information concerning best practices are made available through guidance from regulatory authorities or published enforcement decisions. Other privacy laws may be interpreted and applied inconsistently from country to country, or from state to state in the U.S., and impose inconsistent or conflicting requirements. Complying with varying jurisdictional privacy requirements could increase our operating costs, divert management attention or require additional changes to our business practices. Should we be found to not be in compliance with the GDPR, CCPA or similar privacy and data protection laws, we could be subject to substantial monetary forfeitures, government consent decrees and other penalties that could negatively impact our operating results or harm our reputation.
The centralized nature of our information systems requires the routine flow of information about customers and potential customers across national
borders, particularly in the United States and Europe. Should this flow of information become illegal or subject to onerous restrictions, our ability to serve our customers could be negatively impacted for an extended period of time. In addition, our failure to maintain the security of the data we hold, whether as a result of our own error or the actions of others, could harm our reputation or give rise to legal liabilities that adversely impact our financial condition or results of operations. Privacy and data protection laws and regulations restrict the ways that we process our transaction information and the Payment Card Industry imposes strict customer credit card data security standards to ensure that our customers’ credit card information is protected. Failure to meet these data security standards could result in substantial increased fees to credit card companies, other liabilities and/or loss of the right to collect credit card payments, which could adversely impact our financial condition or results of operations.
We face risks related to environmental laws and regulations.
We are subject to a wide variety of environmental laws and regulations in connection with our operations, including, among other things, with respect to the ownership or use of tanks for the storage of petroleum products such as gasoline, diesel fuel and motor and waste oils; the treatment or discharge of waste waters; and the generation, storage, transportation and off-site treatment or disposal of solid or liquid wastes. We maintain liability insurance covering storage tanks at our locations. In the United States, we administer an environmental compliance program designed to ensure that these tanks are properly registered in the jurisdiction in which they are located and are in compliance with applicable technical and operational requirements. The tank systems located at each of our locations may not at all times remain free from undetected leaks, and the use of these
tanks has resulted in, and from time to time in the future may result in, significant spills, which may be significant and may require remediation and expose us to material uninsured liability or liabilities in excess of insurance.
We may also be subject to requirements related to the remediation of substances that have been released into the environment at properties owned or operated by us or at properties to which we send substances for treatment or disposal. Such remediation requirements may be imposed without regard to fault and liability for environmental remediation can be substantial. These remediation requirements and other environmental regulations differ depending on the country where the property is located. We have made, and will continue to make, expenditures to comply with environmental laws and regulations, including, among others, expenditures for the remediation of contamination at our owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. Our compliance with existing or future environmental laws and regulations may, however, require material expenditures by us or otherwise have an adverse impact on our financial condition or results of operations.
Environmental regulatory authorities are likely to continue to pursue measures related to climate change and greenhouse gas emissions.emissions, including vehicle travel restrictions. Should rules establishing limitations on greenhouse gas or other emissions or rules imposing fees on entities deemed to be responsible for greenhouse gas emission, or rules establishing bans on diesel or fuel vehicles from entering certain locations become effective in the countries in which we operate, demand for our services could be affected, our fleet and/or other costs could increase, and our business could be adversely impacted.
We face risks related to vehicle electrification.
Vehicle electrification refers to a range of technologies that uses electricity to propel a vehicle and includes hybrid, plug-in, extended range and battery electric vehicles, as well as autonomous vehicles. We believe that the vehicle industry will continue to experience significant change in the coming years, in particular as it relates to vehicle electrification. Worldwide demand for electric and hybrid vehicles continues to increase, and manufacturers continue to invest more time and cost into producing these types of vehicles to reduce fuel consumption and greenhouse gas emissions, as mandated by various governmental standards and regulations.
We continue to face pressure to ensure our fleet has both electric and hybrid vehicles both from consumer demand, and from our purchase agreements with various vehicle manufacturers. Our hybrid fleet is one of the largest in our industry with over 19,000 hybrid vehicles globally, however, this still remains only a fraction of our overall fleet. In addition, autonomous, or “self driving” vehicles are being tested and produced by various auto manufacturers globally at a rapid pace. We currently do not have any autonomous vehicles in our fleet. If we are not adequately prepared to meet consumer demand for electric, hybrid and autonomous vehicles as such demand develops, our financial condition or results of operations could be adversely impacted.
We face risks related to franchising or licensing laws and regulations.
We license to third parties the right to operate locations using our brands in exchange for royalty payments. Our licensing activities are subject to various laws and regulations in the countries in which we operate. In particular, laws in the United States require that we provide extensive disclosure to prospective licensees in connection with licensing offers and sales, as well as comply with franchise relationship laws that could limit our ability to, among other things, terminate license agreements or withhold consent to the renewal or transfer of these agreements. We are also subject to certain regulations affecting our license arrangements in Europe and other international locations. Although our licensing operations have not been materially adversely affected by such existing regulations, such regulations could have a greater impact on us if we were to become more active in granting or selling new licenses to third parties. Should our operations become subject to new laws or regulations that negatively impact our ability to engage in licensing activities, our financial condition or results of operations could be adversely impacted.
We face risks related to the actions of, or failures to act by, our licensees, dealers, independent operators or third-party vendors.
Our vehicle rental licensee and dealer locations are independently owned and operated. We also operate many of our Company-owned locations through agreements with “independentindependent operators,” which are third-party independent contractors who receive commissions to operate such locations. We also enter into service contracts with various third-party vendors that provide services for us or in support of our business. Under our agreements with our licensees, dealers, independent operators and third-party vendors (collectively referred to as “third-party operators”), the third-party operators retain control over the employment and management of all personnel at their
locations or in support of the services that they provide our Company. These agreements also generally require that third-party operators comply with all laws and regulations applicable to their businesses, including relevant internal policies and standards. Regulators, courts or others may seek to hold us responsible for the actions of, or failures to act by, third-party operators or their employees based on theories of vicarious liability, negligence, joint operations or joint employer liability. Although we actively monitor the operations of these third-party operators, and under certain circumstances have the ability to terminate their agreements for failure to adhere to contracted operational standards, we are unlikely to detect all misconduct or noncompliance by thea third-party operator or its employees. Moreover, there are occasions when the actions of third-party operators may not be clearly distinguishable from our own. It is our policy to vigorously seek to be dismissed from any claims involving third-party operators and to pursue indemnity for any adverse outcomes that affect the Company. Failure of third-party operators to comply with laws and regulations or our operational standards, or our inability to be dismissed from claims against our third-party operators, may expose us to liability, damages and negative publicity that may damage our brand and reputation and adversely affect our financial condition or results of operations.
We face risks related to our reliance on communications networks and centralized information systems.protection of our intellectual property.
We rely heavily on the satisfactory performancehave registered certain marks and availability of our information systems, including our reservation systems, websites and network infrastructure to attract and retain customers, accept reservations, process rental and sales transactions, manage our fleet of vehicles, account for our activities and otherwise conduct our business. We have centralized our information systems and we rely on third-party communications service and system providers to provide technology services and link our systems with the business locations these systems were designed to serve. A failure or interruption that resultsdesigns as trademarks in the unavailability of any of our information systems, or a major disruption of communications between a systemUnited States and the locations it serves, could cause a loss of reservations, interfere with our fleet management, slow rental and sales processes, create negative publicity that damages our reputation or otherwise adversely impactsin certain other countries. At times, competitors may adopt service names similar to ours, thereby impeding our ability to manage our business effectively. Webuild brand identity and possibly leading to market confusion. In addition, we have been subject to, and from time to time in the future may experience system interruptionsbe subject to, trade name or disruptions for a varietytrademark infringement claims brought by owners of reasons, including as the result of network failures, power outages, cyber-attacks, employee errors, software errors, an unusually high volume of visitors attempting to access our systems,other registered trademarks or localized conditions such as fire, explosions or power outages or broader geographic events such as earthquakes, storms, floods, epidemics, strikes, acts of war, civil unrest or terrorist acts. Because we are dependent in part on independent third parties for the implementation and maintenance of certain aspectstrademarks that incorporate variations of our systems and because some ofregistered trademarks. From time to time, we have acquired or attempted to acquire Internet domain names held by others when such names have caused consumer confusion or had the causes of system interruptionspotential to cause consumer confusion. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all. Our systems’ business continuity plansineffective and insurance programs seek to mitigate such risks but they cannot fully eliminate the risks as a disruption could be experienced in any of our information systems.
We face risks related to cyber-security breaches of our systems and information technology.
Threats to network and data security are becoming increasingly diverse and sophisticated. Third parties may have the technology or expertise to breach the security of our customer transaction data and our security measures may not prevent physical security or cyber-security breaches, which could result in substantial harm to our business, our reputation or our resultscosts and diversion of operations. We rely on encryption and/or authentication technology licensed fromresources and at times, administered by independent third parties to secure transmission of confidential information, including credit card numbers and other customer personal information. Our outsourcing agreements with these third-party service providers generally require that they have adequate security systems in place to protect our customer transaction data. However, advances in computer capabilities, new discoveries in the field of cryptography or other cyber-security developments could render our security systems and information technology, or those used by our third-party service providers, vulnerable to a breach. In addition, anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. Cyber-security risks such as hacking, viruses, malicious software, ransomware, phishing attacks,
denial of service attacks and other attempts to capture, disrupt or gain unauthorized access to data are rapidly evolving and could lead to disruptions in our reservation system or other data systems, unauthorized release of confidential or otherwise protected information or corruption of data. Any successful efforts by individuals to infiltrate, break into, disrupt, damage or otherwise steal from the Company’s, its licensees’ or its third-party service providers’ security or information systems could damage our reputation and expose us to increased costs, litigation or other liability that could adversely impact our financial condition or results of operations.
We face risks associated with the recently enacted Public Law 115-97, commonly referred to as the U.S.tax reform.
The Tax ReformCuts and Jobs Act (the “Tax Act”).
On December 22, 2017, the Tax Act was, signed into law which broadly reforms the U.S. corporate income tax system. Several provisions of the Tax Act affect the Company, specifically the provision eliminatingin 2017, eliminated the use of like-kind exchange for personal property and thealso included a provision allowing for full expensing of qualified property purchases through the year 2022. Since 2004, we have utilized a like-kind exchange program whereby we replace vehicles in a manner that allows tax gains on vehicles sold in the U.S. to be deferred, resulting in a material deferral of U.S. federal and state income taxes. TheWhile the Tax Act repealsrepealed like-kind exchange treatment for vehicle sales, as of January 1, 2018. Thethe effect of the elimination of our like-kind exchangerepeal will be largely offset through 2022 by the full expensing provision of certain business assets in the year placed in service, which we believe includes our vehicles. However, an extended downsizing of our fleet would significantly decrease the amount of tax deductions available under the full expensing provision. This would result in the utilization of tax attributes and increased federal and state income tax liabilities that could require us to make material cash payments. Such a downsizing or reduction in purchases would likely occur if, and to the extent, we are unable to obtain financing when our asset-backed rental carvehicle financings mature, or in connection with a significant decrease in demand for vehicle rentals. In addition, the full expensing provision phases out at the end of year 2022 and we are not certain if this provision will be extended. Certain U.S. states have modified their tax statutes as a result of the Tax Act, and such state legislation negates the full expensing benefits granted under the Tax Act, which negatively impacts our tax liability in such states. Other U.S. states continue to modify their tax statutes related to full expensing. Therefore, we cannot offer assurance that the benefits from the expected tax deductions will continue.
The Tax Act also makesmade significant changes to the U.S. Internal Revenue Code applicable to corporations. Such changes include reducingcorporations including a permanent reduction to the corporate income tax rate, imposing a mandatory one-time repatriation tax on undistributed historic earnings of foreign subsidiaries, eliminatingelimination or limitinglimitation of the deductibility of certain business expenses, and requiringrequires the inclusion in the U.S. tax base certain earnings generated by foreign subsidiaries, among other changes. While the Company is still evaluatingbelieves it will not be materially impacted by these changes, the ultimate impact of thesethe Tax Act may differ from our current estimates due to changes certainin interpretations of thesethe Tax Act, legislative action, changes in accounting standards for income taxes, among other things, which could adversely impact our financial condition or results of operations.
We face risks related to our protection of our intellectual property.
We have registered certain marks and designs as trademarks in the United States and in certain other countries. At times, competitors may adopt service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered trademarks. From time to time, we have acquired or attempted to acquire Internet domain names held by others when such names have caused consumer confusion or had the potential to cause consumer confusion.
Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely impact our financial condition or results of operations.
RISKS RELATED TO OUR INDEBTEDNESS
We face risks related to our current and future debt obligations.
Our ability to satisfy and manage our debt obligations depends on our ability to generate cash flow and on overall financial market conditions. To some extent, this is subject to prevailing economic and competitive conditions and to certain financial, business and other factors, many of which are beyond our control. Our outstanding debt obligations require us to dedicate a significant portion of our cash flows to pay interest and principal on our debt, which reduces the funds available to us for other purposes. Our business may not generate sufficient cash flow from operations to permit us to service our debt obligations and meet our other cash needs, which may force us to
reduce or delay capital expenditures, sell or curtail assets or operations, seek additional capital or seek to restructure or refinance our indebtedness. If we must sell or curtail our assets or operations, it may negatively affect our ability to generate revenue. Certain of our debt obligations contain restrictive covenants and provisions applicable to us and our subsidiaries that limit our ability to, among other things:
incur additional debt to fund working capital, capital expenditures, debt service requirements, execution of our business strategy or acquisitions and other purposes;
provide guarantees in respect of obligations of other persons;
pay dividends or distributions, redeem or repurchase capital stock;
prepay, redeem or repurchase debt;
create or incur liens;
make distributions from our subsidiaries;
sell assets and capital stock of our subsidiaries;
consolidate or merge with or into, or sell substantially all of our assets to, another person; and
respond to adverse changes in general economic, industry and competitive conditions, as well as changes in government regulation and changes to our business.
Our failure to comply with the restrictive covenants contained in the agreements or instruments that govern our debt obligations, if not waived, would cause a default under our senior credit facility and could result in a cross-default under several of our other debt obligations, including our U.S. and European asset-backed debt facilities. If such a default were to occur, certain provisions in our various debt agreements could require that we repay or accelerate debt payments to the lenders or holders of our debt, and there can be no assurance that we would be able to refinance or obtain a replacement for such financing programs.
We face risks related to movements or disruptions in the credit and asset-backed securities markets.
We finance our vehicle fleet purchases and operations through the use of asset-backed securities in the United States, Canada, Australia and Europe and other debt financing structures available through the credit markets. If the asset-backed financing and/or credit markets were to be disrupted for any reason, we may be unable to obtain refinancing for our operations or vehicle fleet purchases at current levels, or at all, when our respective asset-backed financings or debt financings mature. Likewise, any disruption of the asset-backed financing or credit markets could also increase our borrowing costs, as we seek to engage in new financings or refinance our existing financings. In addition, we could be subject to increased collateral requirements to the extent that we request any amendment or renewal of any of our existing asset-backed or debt financings.
We face risks related to potential increases in interest rates.
A portion of our borrowings, primarily our vehicle-backed borrowings, bears interest at variable rates that expose us to interest rate risk. If interest rates were to increase, whether due to an increase in market interest rates or an increase in our own cost of borrowing, our debt service obligations for our variable rate indebtedness would
increase even though the amount of borrowings remained the same, and our results of operations could be adversely affected. As of December 31, 2017,2019, our total outstanding debt of approximately $12.8$14.5 billion included unhedged interest rate sensitive debt of approximately $2.8$4.0 billion. During our seasonal borrowing peak in 2017,2019, outstanding unhedged interest rate sensitive debt totaled approximately $5.1$5.7 billion.
Virtually all of our debt under vehicle programs and certain of our corporate indebtedness matures within the next five years. If we are unable to refinance maturing indebtedness at interest rates that are equivalent to or lower than the interest rates on our maturing debt, our results of operations or our financial condition may be adversely affected.
RISKS RELATED TO OUR COMMON STOCK
We face risks related to the market price of our common stock.
We cannot predict the prices at which our common stock will trade. The market price of our common stock experienced substantial volatility in the past and may fluctuate widely in the future, depending upon many factors, some of which may be beyond our control, including:
weakness in general economic conditions and credit markets;
changes in consumers’, investors’ and analysts’ perceptions of our industry, business or related industries;
our quarterly or annual earnings, or those of other companies in our industry, including our key suppliers;
financial estimates that we provide to the public, any changes in such estimates, or our failure to meet such estimates;
actual or anticipated fluctuations in our operating results;
changes in accounting standards, policies, guidance, interpretations or principles;
announcements by us or our competitors of acquisitions, dispositions, strategies, management or stockholder changes, marketing affiliations, projections, fleet costs, pricing actions or other competitive actions;
changes in earnings estimates by securities analysts or our ability to meet those estimates;
the operating and stock price performance of other comparable companies;
overall stock market fluctuations;
success or failure of competitive service offerings or technologies;
tax or regulatory developments in the United States and other countries in which we operate;
litigation involving us;
actions of activist stockholders and responses from our Board and senior management; and
the timing and amount of any share repurchases by us.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to litigation, including class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.
Our stockholders’ percentage of ownership may be diluted in the future.
Our stockholders’ percentage of ownership may be diluted in the future due to equity issuances or equity awards that we granted or will grant to our directors, officers and employees. In addition, we may undertake acquisitions financed in part through public or private offerings of securities, or other arrangements. If we issue equity securities or equity-linked securities, the issued securities would have a dilutive effect on the interests of the holders of our common shares. We expect to continue to grant restricted stock units, stock options and/or other types of equity awards in the future.
Certain provisions of our certificate of incorporation and by-laws, Delaware law, and oura short-term stockholder rights plan could prevent or delay a potential acquisition of control of our Company, which could decrease the trading price of our common stock.
Our amended and restated certificate of incorporation, amended and restated by-laws and the laws in the State of Delaware contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the prospective acquirer and to encourage prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover. Delaware law also imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. In January 2018, our Board of Directors adopted2020, a short-term stockholder rights plan was adopted, which may cause substantial dilution to a person or group that attempts to acquire control of the Company on terms not approved by our Board of Directors.expires in January 2021.
We believe these provisions and the stockholder rights plan protect our stockholders from coercive or otherwise unfair takeover tactics by effectively requiring those who seek to obtain control of the Company to negotiate with our Board of Directors and by providing our Board with more time to assess any acquisition of control. However, these provisions could apply even if an acquisition of control of the Company may be considered beneficial by some stockholders and could delay or prevent an acquisition of control that our Board of Directors determines is not in the best interests of our Company and our stockholders.
A currently pending proxy contest could cause us to incur substantial costs, divert management’s attention and resources and have other adverse effects on our business.
On February 15, 2018, SRS Investment Management announced its intention to nominate five candidates for election to our Board of Directors at our 2018 Annual Meeting of Stockholders. As a result of this pending proxy contest, or if other activist stockholder activities ensue, ourOur business could be adversely affected because responding to proxy contests and reacting to otherimpacted as a result of actions by activist stockholders or others.
We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance. We are committed to acting in the best interests of all of our stockholders. There is no assurance that the actions we have taken or may take in seeking to maintain constructive engagement with our stockholders will be successful. We have been, and may be in the future, subject to formal or informal actions or requests, including a proxy contest, from stockholders or other interested parties. Responding to such actions can be disruptive, costly and time-consuming, and can divert the attention of management and our employees. We may incur significant expenses by retaining the services of various professionals to advise us on this matter, including legal, financial and communications advisors, which may negatively impact our future financial results. In addition, this proxy contest and any similar activist stockholder initiatives may lead to perceived uncertainties as to our future direction, strategy or leadershipemployees, and may leadhave an adverse effect on our business, results of operations and cash flow and the market price of our common stock. SRS Investment Management, LLC (“SRS”) has disclosed ownership of 16,189,300 shares of the Company’s common stock and economic exposure to an additional 8,810,700 notional shares of the perceptionCompany’s common stock pursuant to cash settled equity swaps. The standstill restrictions contained in the 2018 cooperation agreement entered into between the Company and SRS have expired and the Company, through a committee of instabilitythe Board, is currently in discussions with SRS regarding, among other things, SRS's ownership limits and voting rights, Board and committee composition, governance rights and standstill restrictions. There can be no assurance that a new agreement will be entered into between the Company and SRS or lack of continuity, which may be exploited by our competitors, cause concern to our current or potential customers or vendors, or cause our stock price to experience periods of volatility.the terms thereof.
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| ITEM 1B. UNRESOLVED STAFF COMMENTS |
None.
Our principal executive offices are located at 6 Sylvan Way, Parsippany, New Jersey 07054 pursuant to a lease agreement that expires in 2023. We own a facility in Virginia Beach, Virginia, which serves as a satellite administrative facility for our car and truck rental operations. We also lease office space in Tulsa, Oklahoma, and Boston, Massachusetts, pursuant to leases expiring in 2022 and 2023, respectively. These locations primarily provide operational and administrative services or contact center operations for our Americas segment. We also lease office space in Bracknell, England, Barcelona, Spain and Budapest, Hungary, and Barcelona, Spain, pursuant to leases expiring in 2027, 20212024 and 2019,2021, respectively, for corporate offices, contact center activities and other administrative functions, respectively, for our International segment. Other office locations throughout the world are leased for administrative, regional sales and operations activities.
We lease or have vehicle rental concessions for our brands at locations throughout the world. We own approximately 2% of the locations from which we operate and in some cases we sublease to franchisees or other third parties. The remaining locations from which we operate our vehicle rental businesses are leased or operated under concession agreements with governmental authorities and private entities. Those leases and concession
agreements typically require the payment of minimum rents or minimum concession fees and often also require us to pay or reimburse operating expenses;expenses, to pay additional rent, or concession fees above guaranteed
minimums, based on a percentage of revenues or sales arising at the relevant premises;premises, or to do both. See Note 143 to our Consolidated Financial Statements for information regarding lease commitments.
We believe that our properties are sufficient to meet our present needs and we do not anticipate any difficulty in securing additional space, as needed, on acceptable terms.
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| ITEM 3. LEGAL PROCEEDINGS |
For information regarding legal proceedings, see Note 1415 to our Consolidated Financial Statements.
|
|
| ITEM 4. MINE SAFETY DISCLOSURES |
Not applicable.
PART II
|
| |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER |
| | MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
MARKET PRICE OFFOR COMMON STOCKEQUITY
Our common stock is currently traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “CAR.” The following table sets forth the quarterly high and low sales prices per share of our common stock as reported by NASDAQ for 2017 and 2016. At January 31, 2018,2020, the number of stockholders of record was 2,639.2,404.
|
| | | | | | | | |
| | | High | | Low |
| | 2017 | | | |
| | First Quarter | $ | 41.00 |
| | $ | 27.36 |
|
| | Second Quarter | 32.52 |
| | 20.71 |
|
| | Third Quarter | 38.76 |
| | 27.10 |
|
| | Fourth Quarter | 46.32 |
| | 31.97 |
|
| | | | | |
| | | High | | Low |
| | 2016 | | | |
| | First Quarter | $ | 36.32 |
| | $ | 21.73 |
|
| | Second Quarter | 34.85 |
| | 21.85 |
|
| | Third Quarter | 39.54 |
| | 29.72 |
|
| | Fourth Quarter | 41.53 |
| | 30.60 |
|
DIVIDEND POLICY
We neither declared nor paid any cash dividend on our common stock in 2017 and 2016,2019 or 2018, and we do not currently anticipate paying cash dividends on our common stock. However, we evaluate our dividend policy on a regular basis and may pay dividends in the future, subject to compliance with the covenants in our senior credit facility, the indentures governing our senior notes and our vehicle financing programs. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will also depend upon many factors, including our financial condition, earnings, capital requirements of our businesses, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors that the Board of Directors deems relevant.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information about shares of our common stock that may be issued upon the exercise of options and restricted stock units under all of our existing equity compensation plans as of December 31, 2017.2019.
| | | Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Stock Units (a) | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (Excludes Restricted Stock Units) ($) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (b) | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Stock Units (a) | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (Excludes Restricted Stock Units) ($) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (b) |
| Equity compensation plans approved by security holders | | 2,850,348 |
| | $ | 7.08 |
| | 6,427,576 |
| | 2,218,998 |
| | $ | — |
| | 7,758,927 |
|
| Equity compensation plans not approved by security holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Total | | 2,850,348 |
| | $ | 7.08 |
| | 6,427,576 |
| | 2,218,998 |
| | $ | — |
| | 7,758,927 |
|
__________
| |
(a) | Includes options and other awards granted under the Amended and Restated Equity and Incentive Plan, which plan was approved by stockholders. |
| |
(b) | Represents 3,995,9215,352,041 shares available for issuance under the Amended and Restated Equity and Incentive Plan and 2,431,6552,406,886 shares available for issuance pursuant to the 2009 Employee Stock Purchase Plan. |
ISSUER PURCHASES OF EQUITY SECURITIES
The following is a summary of the Company’s common stock repurchases by month for the quarter ended December 31, 2017:2019: |
| | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased(a) | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Dollar Value of Shares That May Yet Be Purchased under the Plans or Programs |
| October 2017 | | 845,967 |
| | $ | 40.14 |
| | 845,967 |
| | $ | 139,791,098 |
|
| November 2017 | | 538,577 |
| | 35.56 |
| | 538,577 |
| | 120,641,379 |
|
| December 2017 | | 464,984 |
| | 43.31 |
| | 464,984 |
| | 100,501,894 |
|
| Total | | 1,849,528 |
| | $ | 39.60 |
| | 1,849,528 |
| | $ | 100,501,894 |
|
|
| | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Dollar Value of Shares That May Yet Be Purchased under the Plans or Programs |
| October 2019 | | 104,781 |
| | $ | 25.67 |
| | 104,781 |
| | $ | 189,013,105 |
|
| November 2019 | | — |
| | — |
| | — |
| | 189,013,105 |
|
| December 2019 | | — |
| | — |
| | — |
| | 189,013,105 |
|
| Total | | 104,781 |
| | $ | 25.67 |
| | 104,781 |
| | $ | 189,013,105 |
|
________
| |
(a)
| Excludes, for the three months ended December 31, 2017, 117 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 to approximately $1.5$1.8 billion of its common stock under a plan originally approved in 2013 and subsequently expanded, most recently in 2016.August 2019. The Company’s stock repurchases may occur through open market purchases or trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements 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.
PERFORMANCE GRAPH
Set forth below are a line graph and table comparing the cumulative total stockholder return of our common stock against the cumulative total returns of peer group indices, the S&P 500Midcap 400 Index, and the Dow Jones U.S. Transportation Average Index for the period of five fiscal years commencing December 31, 20122014 and ending December 31, 2017.2019. The broad equity market indices used by the Company are the S&P 500Midcap 400 Index, which measures the performance of large-sizedmid-sized companies and the Dow Jones U.S. Transportation Average Index, which measures the performance of transportation companies. The graph and table depict the result of an investment on December 31, 20122014 of $100 in the Company’s common stock, the S&P 500Midcap 400 Index and the Dow Jones U.S. Transportation Average Index, including investment of dividends.
| | | | As of December 31, | As of December 31, |
| | 2012 | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 |
| Avis Budget Group, Inc. | $ | 100.00 |
| | $ | 203.94 |
| | $ | 334.66 |
| | $ | 183.10 |
| | $ | 185.07 |
| | $ | 221.39 |
| $ | 100.00 |
| | $ | 54.71 |
| | $ | 55.30 |
| | $ | 66.15 |
| | $ | 33.89 |
| | $ | 48.61 |
|
| S&P 500 Index | $ | 100.00 |
| | $ | 132.39 |
| | $ | 150.51 |
| | $ | 152.59 |
| | $ | 170.84 |
| | $ | 208.14 |
| |
| S&P Midcap 400 Index | | $ | 100.00 |
| | $ | 97.82 |
| | $ | 118.11 |
| | $ | 137.30 |
| | $ | 122.08 |
| | $ | 154.07 |
|
| Dow Jones U.S. Transportation Average Index | $ | 100.00 |
| | $ | 141.38 |
| | $ | 176.82 |
| | $ | 147.19 |
| | $ | 180.05 |
| | $ | 214.30 |
| $ | 100.00 |
| | $ | 83.24 |
| | $ | 101.83 |
| | $ | 121.19 |
| | $ | 106.26 |
| | $ | 128.39 |
|
|
|
ITEM 6. SELECTED FINANCIAL DATA |
The following discussion should be read in conjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, our Consolidated Financial Statements and Notes thereto and other financial information contained elsewhere in this Annual Report on Form 10-K.
| | | | | As of or For the Year Ended December 31, | | As of or For the Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
| | | | | (In millions, except per share data) | | | | | | (In millions, except per share data) | | |
| Results of Operations | Results of Operations | | | | | | | | | | Results of Operations | | | | | | | | | |
| Net revenues | $ | 8,848 |
| | $ | 8,659 |
| | $ | 8,502 |
| | $ | 8,485 |
| | $ | 7,937 |
| |
| Revenues | | Revenues | $ | 9,172 |
| | $ | 9,124 |
| | $ | 8,848 |
| | $ | 8,659 |
| | $ | 8,502 |
|
| | | | | | | | | | | | | | | | | | | | | |
| Net income | Net income | $ | 361 |
| | $ | 163 |
| | $ | 313 |
| | $ | 245 |
| | $ | 16 |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
| | $ | 163 |
| | $ | 313 |
|
| | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (a) | Adjusted EBITDA (a) | $ | 735 |
| | $ | 838 |
| | $ | 903 |
| | $ | 876 |
| | $ | 769 |
| Adjusted EBITDA (a) | $ | 788 |
| | $ | 781 |
| | $ | 735 |
| | $ | 838 |
| | $ | 903 |
|
| | | | | | | | | | | | | | | | | | | | | |
| Earnings per share | Earnings per share | | | | | | | | | | Earnings per share | | | | | | | | | |
| | Basic | $ | 4.32 |
| | $ | 1.78 |
| | $ | 3.02 |
| | $ | 2.32 |
| | $ | 0.15 |
| Basic | $ | 4.01 |
| | $ | 2.08 |
| | $ | 4.32 |
| | $ | 1.78 |
| | $ | 3.02 |
|
| | Diluted | 4.25 |
| | 1.75 |
| | 2.98 |
| | 2.22 |
| | 0.15 |
| Diluted | 3.98 |
| | 2.06 |
| | 4.25 |
| | 1.75 |
| | 2.98 |
|
| | | | | | | | | | | | | | | | | | | | | |
| Financial Position | Financial Position | | | | | | | | | | Financial Position | | | | | | | | | |
| Total assets | Total assets | $ | 17,699 |
| | $ | 17,643 |
| | $ | 17,634 |
| | $ | 16,842 |
| | $ | 16,150 |
| Total assets | $ | 23,126 |
| | $ | 19,149 |
| | $ | 17,699 |
| | $ | 17,643 |
| | $ | 17,634 |
|
| Assets under vehicle programs | Assets under vehicle programs | 11,879 |
| | 11,578 |
| | 11,716 |
| | 11,058 |
| | 10,452 |
| Assets under vehicle programs | 13,815 |
| | 12,779 |
| | 11,879 |
| | 11,578 |
| | 11,716 |
|
| Corporate debt | Corporate debt | 3,599 |
| | 3,523 |
| | 3,461 |
| | 3,353 |
| | 3,321 |
| Corporate debt | 3,435 |
| | 3,551 |
| | 3,599 |
| | 3,523 |
| | 3,461 |
|
Debt under vehicle programs (b) | Debt under vehicle programs (b) | 9,221 |
| | 8,878 |
| | 8,860 |
| | 8,056 |
| | 7,276 |
| Debt under vehicle programs (b) | 11,068 |
| | 10,232 |
| | 9,221 |
| | 8,878 |
| | 8,860 |
|
| Stockholders’ equity | Stockholders’ equity | 573 |
| | 221 |
| | 439 |
| | 665 |
| | 771 |
| Stockholders’ equity | 656 |
| | 414 |
| | 573 |
| | 221 |
| | 439 |
|
| Ratio of debt under vehicle programs to assets under vehicle programs | Ratio of debt under vehicle programs to assets under vehicle programs | 78 | % | | 77 | % | | 76 | % | | 73 | % | | 70 | % | Ratio of debt under vehicle programs to assets under vehicle programs | 80 | % | | 80 | % | | 78 | % | | 77 | % | | 76 | % |
__________
| |
(a) | The following table reconciles Net Income to Adjusted EBITDA within our Selected Financial Data, which we define as income (loss) from continuing operations before non-vehicle related depreciation and amortization, any impairment charge,charges, restructuring and other related charges, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, net charges for an unprecedented personal-injury legal mattermatters, non-operational charges related to shareholder activist activity, gain on sale of equity method investment in China and income taxes. Net charges for theunprecedented personal-injury legal mattermatters and gain on sale of equity method investment in China are recorded within operating expenses in our Consolidated Statements of Operations. Non-operational charges related to shareholder activist activity include third-party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in our Consolidated Statements of Operations. We have revised our definition of Adjusted EBITDA to exclude costs associated with the separationgain on sale of certain officers of the Company and our limited voluntary opportunity plans, which offered certain employees the limited opportunity to elect resignation from employment for enhanced severance benefits. Costs associated with the separation of certain officers and the limited voluntary opportunity plans are recorded as part of restructuring and other related chargesequity method investment in our Consolidated Statements of Operations.China. We did not revise prior years’ Adjusted EBITDA amounts because there were no costsgains similar in nature to these items.this gain. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. See Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7, for an explanation of why we believe Adjusted EBITDA is a useful measure. |
| | | | | For the Year Ended December 31, | | For the Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
| Net income | Net income | $ | 361 |
| | $ | 163 |
| | $ | 313 |
| | $ | 245 |
| | $ | 16 |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
| | $ | 163 |
| | $ | 313 |
|
| Provision for (benefit from) income taxes | Provision for (benefit from) income taxes | (150 | ) | | 116 |
| | 69 |
| | 147 |
| | 81 |
| Provision for (benefit from) income taxes | (15 | ) | | 102 |
| | (150 | ) | | 116 |
| | 69 |
|
| Income before income taxes | Income before income taxes | 211 |
| | 279 |
| | 382 |
| | 392 |
| | 97 |
| Income before income taxes | 287 |
| | 267 |
| | 211 |
| | 279 |
| | 382 |
|
| Add: | Non-vehicle related depreciation and amortization | 259 |
| | 253 |
| | 218 |
| | 180 |
| | 152 |
| Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 259 |
| | 253 |
| | 218 |
|
| | Interest expense related to corporate debt, net | 188 |
| | 203 |
| | 194 |
| | 209 |
| | 228 |
| Interest expense related to corporate debt, net | 178 |
| | 188 |
| | 188 |
| | 203 |
| | 194 |
|
| | Restructuring and other related charges | 63 |
| | 29 |
| | 18 |
| | 26 |
| | 61 |
| Restructuring and other related charges | 80 |
| | 22 |
| | 63 |
| | 29 |
| | 18 |
|
| | Transaction-related costs, net | 23 |
| | 21 |
| | 68 |
| | 13 |
| | 51 |
| Transaction-related costs, net | 10 |
| | 20 |
| | 23 |
| | 21 |
| | 68 |
|
| | Early extinguishment of corporate debt | 3 |
| | 27 |
| | 23 |
| | 56 |
| | 147 |
| Early extinguishment of corporate debt | 12 |
| | 19 |
| | 3 |
| | 27 |
| | 23 |
|
| | Impairment | 2 |
| | — |
| | — |
| | — |
| | 33 |
| Non-operational charges related to shareholder activist activity | 2 |
| | 9 |
| | — |
| | — |
| | — |
|
| | Charges for legal matter, net | (14 | ) | | 26 |
| | — |
| | — |
| | — |
| Impairment | — |
| | — |
| | 2 |
| | — |
| | — |
|
| | | Gain on sale of equity method investment in China | (44 | ) | | — |
| | — |
| | — |
| | — |
|
| | | Charges for legal matter, net | — |
| | — |
| | (14 | ) | | 26 |
| | — |
|
| Adjusted EBITDA | Adjusted EBITDA | $ | 735 |
| | $ | 838 |
| | $ | 903 |
| | $ | 876 |
| | $ | 769 |
| Adjusted EBITDA | $ | 788 |
| | $ | 781 |
| | $ | 735 |
| | $ | 838 |
| | $ | 903 |
|
| |
(b) | Includes related-party debt due to Avis Budget Rental Car Funding (AESOP) LLC (“Avis Budget Rental Car Funding”). See Note 1314 to our Consolidated Financial Statements. |
In presenting the financial data above in conformity with GAAP, we are required to make estimates and assumptions that affect the amounts reported. See “Critical Accounting Policies” under Item 7 of this Annual Report for a detailed discussion of the accounting policies that we believe require subjective and complex judgments that could potentially affect reported results.
RESTRUCTURING AND OTHER RELATED CHARGES, TRANSACTION-RELATED COSTS, AND OTHER ITEMS
In 2017, 2016, 2015, 2014 and 2013 we recorded restructuring and other related charges of $63 million, $29 million, $18 million, $26 million, and $61 million, respectively. See Note 4 to our Consolidated Financial Statements.
During 2017, 2016, 2015, 2014 and 2013, we recorded $23 million, $21 million, $68 million, $13 million and $51 million, respectively, of transaction-related costs, primarily related to the acquisition and integration of acquired businesses with our operations. In 2017, these costs primarily related to integration-related costs of acquired businesses and acquisition-related costs of businesses pursued. In 2016, these costs primarily related to integration-related costs of acquired businesses. In 2015, these costs were primarily related to acquisition- and integration-related costs of acquired businesses, including $25 million of non-cash charges recognized in connection with the acquisition of the Avis and Budget license rights for Norway, Sweden and Denmark and Avis license rights for Poland, costs associated with the acquisition of the remaining 50% equity interest in our Brazilian licensee, which is now a wholly-owned subsidiary, and expenses related to certain pre-acquisition contingencies. In 2014, these costs were primarily related to acquisition- and integration-related costs of acquired businesses, including a non-cash gain recognized in connection with the acquisition of our Budget license rights in southern California and Las Vegas, and contingent consideration related to our Apex Car Rentals acquisition. In 2013, these costs were primarily related to the acquisition of Zipcar and the integration of acquired businesses. See Notes 2 and 5 to our Consolidated Financial Statements.
In 2017, 2016, 2015, 2014 and 2013 we recorded $3 million, $27 million, $23 million, $56 million and $147 million, respectively, of expense related to the early extinguishment of corporate debt. See Note 12 to our Consolidated Financial Statements.
In 2017, we recorded a $2 million impairment charge related to our Zipcar trademark. In 2013, we recorded a charge of $33 million for the impairment of our equity-method investment in our Brazilian licensee.
In 2017, we recognized recoverable insurance proceeds of $27 million and a charge of $13 million related to an adverse legal judgment against us in a personal injury case. In 2016, we recorded a charge of $26 million related to the same legal matter. This adverse legal judgment is recorded within operating expenses in our consolidated statement of operations.
|
| |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF |
| | OPERATIONS |
The following discussion should be read in conjunction with Item 1 Business, Item 1A Risk Factors and our Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein.in this Annual Report on Form 10-K commencing on page F-1. Our actual results of operations may differ materially from those discussed in forward-looking statements as a result of various factors, including but not limited to those included in Item 1A, “Risk Factors” and other portions of this Annual Report on Form 10-K. Unless otherwise noted, all dollar amounts in tables are in millions and those relating to our results of operations are presented before taxes.millions.
OUR COMPANY
We operate three of the most globally recognized brands in the vehicle rental and other mobility solutions, industry, Avis, Budget and Zipcar together with several other brands, well recognized in their respective markets, including Payless, Maggiore in Italy, FranceCars in Francemarkets. Our brands offer a range of options, from car and Apex in both New Zealand and Australia. We are a leading vehicletruck rental operatorto car sharing in North America, Europe, Australasia and certain other regions we serve, with an average rental fleet of more than 620,000approximately 660,000 vehicles. 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 and International, as discussed in Part I of this Form 10-K.
BUSINESS AND TRENDSDuring 2019:
Our revenues are derived principally from vehicle rentals in our Company-owned operations and include:
time & mileage fees charged to our customers for vehicle rentals;
payments from our customers with respect to certain operating expenses we incur, including gasoline and vehicle licensing fees, as well as concession fees, which we pay in exchange for the right to operate at airports and other locations; and
sales of loss damage waivers and insurance and other supplemental items in conjunction with vehicle rentals.
In addition, we receive royalty revenue from our licensees in conjunction with their vehicle rental transactions.
Our operating results are subject to variability due to seasonality, macroeconomic conditions and other factors. Car rental volumes tend to be associated with the travel industry, particularly airline passenger volumes, or enplanements, which in turn tend to reflect general economic conditions. Our vehicle rental operations are also seasonal, with the third quarter of the year historically having been our strongest due to the increased level of leisure travel during such quarter. We have a partially variable cost structure and routinely adjust the size, and therefore the cost, of our rental fleet in response to fluctuations in demand.
Throughout 2017, we operated in an uncertain and uneven economic environment marked by heightened geopolitical risks, competitive market conditions and relatively soft used-vehicle values in the U.S. We expect such economic conditions to continue in 2018 along with the incremental impact of rising interest rates. Nonetheless, we continue to anticipate that worldwide demand for vehicle rental and other mobility solutions will increase in 2018, most likely against a backdrop of modest and possibly uneven global economic growth. We will look to pursue opportunities for pricing increases in 2018 to enhance our profitability and returns on invested capital.
Our objective is to drive sustainable, profitable growth by delivering strategic initiatives aimed at winning customers through differentiated brands and products, increasing our margins via revenue growth and operational efficiency and enhancing our leadership in the evolving mobility landscape. Our strategies are intended to support
and strengthen our brands, to grow our Adjusted EBITDA over time and to achieve growth and efficiency opportunities as mobility solutions continue to evolve. We operate in a highly competitive industry and we expect to continue to face challenges and risks. We seek to mitigate our exposure to risks in numerous ways, including delivering upon our core strategic initiatives and through continued optimization of fleet levels to match changes in demand for vehicle rentals, maintenance of liquidity to fund our fleet and operations, appropriate investments in technology and adjustments in the size and the nature and terms of our relationships with vehicle manufacturers.
During 2017:
Our net revenues totaled $8.8$9.2 billion, and grew 2%increased 1% compared to the prior year2018, due to higher rental volumes, partially offset by lower time & mileage revenue per day.2% negative impact from currency exchange rate movements.
Our net income was $361$302 million representing $198 million year-over-year higher earnings, and our Adjusted EBITDA was $735$788 million representing a $103 million year-over-year reduction, due toprimarily driven by higher revenues, Americas’ lower per-unit fleet costs in the Americas,and higher utilization, partially offset by higher revenues, improved utilizationsalaries, wages and other related benefits, higher vehicle registration fees and a $25$23 million positivenegative impact from currency exchange rate movements.
We repurchased $200$62 million of our common stock, reducing our shares outstanding by approximately 6.12.2 million shares, or 7%3%.
We issued €250$400 million of 4½5¾% euro-denominated Senior Notes due 2025,July 2027, the net proceeds of which were used to redeem all €175$400 million principal of our outstanding 6% euro-denominated5½% Senior Notes due 2021 and a portion of our Floating Rate Senior Notes due 2017.April 2023.
We increased our Floating Rate Term Loan due 2022 to $1.1 billion and reduced the loan interest rate to three-month LIBOR plus 2.00%. The incremental proceeds were used to redeem our outstanding Floating Rate Term Loan due 2019 and the remaining portion of our outstanding Floating Rate Senior Notes due 2017.acquired various licensees primarily in North America.
On December 22, 2017, the U.S. enacted Public Law 115-97, commonly referred to as the U.S. Tax Reform Act (the “Tax Act”). The Tax Act makes broad and complex changes to U.S. corporate tax laws, including, but not limited to, (i) reducing the U.S. federal corporate tax rate from 35% to 21%; (ii) requiring companies to pay a one-time transition tax on cumulative earnings of foreign subsidiaries; (iii) repealing the like-kind exchange provisions for personal property; (iv) full capital expensing of qualified property for five years through 2022; (v) requiring a current inclusion in U.S. federal taxable income of certain earnings of foreign subsidiaries; (vi) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (vii) creating a new limitation on deductible interest expense; and (viii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
We expect our 2018 provision for income taxes to be primarily impacted by the reduced U.S. corporate tax rate, the inclusion in the U.S. tax base of certain foreign subsidiary earnings and the limitations on the deductibility of certain business expenses. While we are still evaluating the impact of these changes, certain of these changes could have a material impact on our financial condition or results of operations.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2019 compared to 2018 is presented below. A discussion regarding our financial condition and results of operations for the year ended December 31, 2018 compared to 2017 can be found under Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 21, 2019, which is available on the SEC’s website at www.sec.gov and our Investor Relations website at ir.avisbudgetgroup.com.
We measure performance principally using the following key operating statistics:metrics: (i) rental days, which represent the total number of days (or portion thereof) a vehicle was rented, (ii) time & mileage revenue per rental day, which represents revenues divided by rental days, (iii) vehicle utilization, which represents rental days divided by available rental days, available rental days is defined as average rental fleet times the average daily revenue we earned from rental time & mileage fees charged to our customers, bothnumber of which exclude our U.S. truck rentaldays in the period, and Zipcar car sharing operations and (iii)(iv) per-unit fleet costs, which represent vehicle depreciation, lease charges and gain or loss on vehicle sales, divided by average rental fleet and exclude our U.S. truck rental operations. We also measure our ancillary revenues (rental-transaction revenue other than time & mileage revenue), such as from the sale of collision and loss damage waivers, insurance products, fuel service options and rental of other supplemental products.fleet. Our rental days, and time & mileage revenue per rental day and vehicle rental operating statisticsutilization metrics are all calculated based on the actual rental of the vehicle during a 24-hour period. We believe that this methodology provides us with the most relevant statisticsmetrics in order to manage the business. Our calculation may not be comparable to other companies’the calculation of similarly-titled statistics.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-year 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 revenue and “Adjusted EBITDA,” which we define as income from continuing operations before non-vehicle related depreciation and amortization, any impairment charges, restructuring and other related charges, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, net charges for unprecedented personal-injury legal matters, non-operational charges related to shareholder activist activity, gain on sale of equity method investment in China and income taxes. Net charges for unprecedented personal-injury legal matters and gain on sale of equity method investment in China are recorded within operating expenses in our consolidated results of operations. Non-operational charges related to shareholder activist activity include third party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in our consolidated results of operations. We have revised our definition of Adjusted EBITDA to exclude costs associated with the separationgain on sale of certain officers of the Company and our limited voluntary opportunity plans, which offered certain employees the limited opportunity to elect resignation from employment for enhanced severance benefits. Costs associated with the separation of certain officers and the limited voluntary opportunity plans are recorded as part of restructuring and other related chargesequity method investment in our consolidated results of operations.China. We did not revise prior years’ Adjusted EBITDA amounts because there were no costsgains similar in nature to these costs.this gain. 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 investorsthem 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.
Year Ended December 31, 20172019 vs. Year Ended December 31, 20162018
Our consolidated results of operations comprised the following:
| | | | | Year Ended
December 31, | | $ Change Favorable /(Unfavorable) | | | | Year Ended
December 31, | | | | |
| | | 2017 | | 2016 | | % Change | | 2019 | | 2018 | | $ Change | | % Change |
| Revenues | Revenues | | | | | | | | Revenues | $ | 9,172 |
| | $ | 9,124 |
| | $ | 48 |
| | 1 | % |
| | Vehicle rental | $ | 6,219 |
| | $ | 6,081 |
| | $ | 138 |
| | 2 | % | | | | | | | | |
| | Other | 2,629 |
| | 2,578 |
| | 51 |
| | 2 | % | |
| Net revenues | 8,848 |
| | 8,659 |
| | 189 |
| | 2 | % | |
| | | | | | | | | | |
| Expenses | Expenses | | | | | | | | Expenses | | | | | | | |
| | Operating | 4,472 |
| | 4,382 |
| | (90 | ) | | (2 | %) | |
| | Vehicle depreciation and lease charges, net | 2,221 |
| | 2,047 |
| | (174 | ) | | (9 | %) | Operating | 4,698 |
| | 4,639 |
| | 59 |
| | 1 | % |
| | Selling, general and administrative | 1,120 |
| | 1,134 |
| | 14 |
| | 1 | % | Vehicle depreciation and lease charges, net | 2,063 |
| | 2,179 |
| | (116 | ) | | (5 | %) |
| | Vehicle interest, net | 286 |
| | 284 |
| | (2 | ) | | (1 | %) | Selling, general and administrative | 1,237 |
| | 1,220 |
| | 17 |
| | 1 | % |
| | Non-vehicle related depreciation and amortization | 259 |
| | 253 |
| | (6 | ) | | (2 | %) | Vehicle interest, net | 344 |
| | 314 |
| | 30 |
| | 10 | % |
| | Interest expense related to corporate debt, net: | | | | |
|
| | | Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 7 |
| | 3 | % |
| | | Interest expense | 188 |
| | 203 |
| | 15 |
| | 7 | % | Interest expense related to corporate debt, net: | | | | | | | |
| | | Early extinguishment of debt | 3 |
| | 27 |
| | 24 |
| | 89 | % | | Interest expense | 178 |
| | 188 |
| | (10 | ) | | (5 | %) |
| | Restructuring and other related charges | 63 |
| | 29 |
| | (34 | ) | | * |
| | Early extinguishment of debt | 12 |
| | 19 |
| | (7 | ) | | (37 | %) |
| | Transaction-related costs, net | 23 |
| | 21 |
| | (2 | ) | | (10 | %) | Restructuring and other related charges | 80 |
| | 22 |
| | 58 |
| | n/m |
|
| | Impairment | 2 |
| | — |
| | (2 | ) | | * |
| Transaction-related costs, net | 10 |
| | 20 |
| | (10 | ) | | (50 | %) |
| Total expenses | Total expenses | 8,637 |
| | 8,380 |
| | (257 | ) | | (3 | %) | Total expenses | 8,885 |
| | 8,857 |
| | 28 |
| | 0 | % |
| | | | | | | | | | | | | | | | | |
| Income before income taxes | Income before income taxes | 211 |
| | 279 |
| | (68 | ) | | (24 | %) | Income before income taxes | 287 |
| | 267 |
| | 20 |
| | 7 | % |
| Provision for (benefit from) income taxes | Provision for (benefit from) income taxes | (150 | ) | | 116 |
| | 266 |
| | * |
| Provision for (benefit from) income taxes | (15 | ) | | 102 |
| | (117 | ) | | n/m |
|
| | | | | | | | | | | | | | | | | |
| Net income | Net income | $ | 361 |
| | $ | 163 |
| | $ | 198 |
| | * |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 137 |
| | 83 | % |
__________
During 2017, our revenuesRevenues increased asduring 2019 compared to 2018, primarily due to a result of a 5%3% increase in rental volumes,volume, partially offset by a 1% decrease in time & mileage revenue per day. Currency exchange rate movements increased revenues by $58 million.
Total expenses increased as a result of higher rental volumes, a 4% increase in per-unit fleet costs (including a 1%$165 million negative impact from currency exchange rate movements)movements. Total expenses were primarily unchanged during the year ended December 31, 2019, compared to 2018.
Operating expenses increased to 51.2% of revenue during 2019 compared to 50.8% in 2018, primarily due to higher salaries, wages, and increased restructuringrelated benefits and other related charges,higher vehicle registration fees, partially offset by cost mitigating actions. Currency movementsa gain on the sale of an equity method investment in China. Vehicle depreciation and lease charges decreased to 22.5% of
revenue during 2019 compared to 23.9% in 2018, primarily due to Americas’ lower per-unit fleet costs and higher utilization. Selling, general and administrative costs increased expenses by $25 million year-over-year. to 13.5% of revenue during 2019 compared to 13.4% in 2018. Vehicle interest costs increased to 3.8% of revenue during 2019 compared to 3.4% in 2018 primarily due to higher interest rates.
Our effective tax rates were a benefit of 71%5% and a provision of 42% in 201738% for the year ended December 31, 2019 and 2016,2018, respectively, which in 20172019 included a $213$113 million provisional income taxone-time benefit related to the impact of the Tax Act. This net benefit primarily consists of a benefit of $317 millionarising from the revaluationrelease of netvaluation allowances on certain of our foreign deferred tax liabilities as a result of the corporate incomeassets primarily driven by tax rate reduction and a provisional expense of $104 million for the one-time transition tax on cumulative foreign earnings.planning strategies. As a result of these items, our net income increased by $198 million.$137 million compared to 2018.
For 2017,2019, the Company reported earnings of $4.25$3.98 per diluted share, which includes after-tax restructuring and other related chargesa one-time benefit arising from the release of ($0.48) per share, after-tax transaction-related costsvaluation allowances on certain of ($0.23) per share, after-tax debt extinguishment costsour foreign deferred tax assets primarily driven by tax planning strategies of ($0.02) per share, an after-tax impairment charge of ($0.01)$1.50 per share and after-tax reversal of charges for legal matter of $0.10 per share and a net tax benefit from the impact of the Tax Actour 2019 share repurchases of $2.51$0.04 per share. For 2016,2018, the Company reported earnings of $1.75$2.06 per diluted share, which includes after-tax restructuring and other related chargesa benefit from the impact of ($0.23)our 2018 share repurchases of $0.05 per share, after-tax debt extinguishment costs of ($0.18) per share, after-tax charges for legal matter of ($0.17) per share and after-tax transaction-related costs, net, of ($0.17) per share.
In the year ended December 31, 2017:
Operating expenses were 50.5% of revenue compared to 50.6% in the prior year.
Vehicle depreciation and lease charges increased to 25.1% of revenue from 23.6% in 2016, primarily due to higher per-unit fleet costs and lower time & mileage revenue per day, partially offset by higher utilization.
Selling, general and administrative costs decreased to 12.7% of revenue compared to 13.1% in 2016, primarily due to cost mitigating actions, partially offset by higher marketing commissions.
Vehicle interest costs were 3.2% of revenue compared to 3.3% in the prior year.
Following is a more detailed discussion of the results of each of our reportable segments:
| | | | | | 2017 | | 2016 | | | 2019 | | 2018 |
| | | | Revenues | | Adjusted EBITDA | | Revenues | | Adjusted EBITDA | | | Revenues | | Adjusted EBITDA | | Revenues | | Adjusted EBITDA |
| Americas | Americas | $ | 6,100 |
| | $ | 486 |
| | $ | 6,121 |
| | $ | 633 |
| Americas | $ | 6,352 |
| | $ | 652 |
| | $ | 6,186 |
| | $ | 558 |
|
| International | International | 2,748 |
| | 305 |
| | 2,538 |
| | 273 |
| International | 2,820 |
| | 203 |
| | 2,938 |
| | 287 |
|
Corporate and Other (a) | Corporate and Other (a) | — |
| | (56 | ) | | — |
| | (68 | ) | Corporate and Other (a) | — |
| | (67 | ) | | — |
| | (64 | ) |
| | Total Company | $ | 8,848 |
| | $ | 735 |
| | $ | 8,659 |
| | $ | 838 |
| Total Company | $ | 9,172 |
| | $ | 788 |
| | $ | 9,124 |
| | $ | 781 |
|
| | | | | | | | | | | | | | | | | |
| | | Reconciliation of Net income to Adjusted EBITDA | | Reconciliation of net income to Adjusted EBITDA |
| | | | | | | 2017 | | 2016 | | | | | | 2019 | | 2018 |
| Net income | Net income | | $ | 361 |
| | $ | 163 |
| Net income | | $ | 302 |
| | $ | 165 |
|
| Provision for (benefit from) income taxes | Provision for (benefit from) income taxes | | (150 | ) | | 116 |
| Provision for (benefit from) income taxes | | (15 | ) | | 102 |
|
| Income before income taxes | Income before income taxes | | 211 |
| | 279 |
| Income before income taxes | | 287 |
| | 267 |
|
| | | | | | | | | | | | | |
| Add: | Add: | Non-vehicle related depreciation and amortization | | 259 |
| | 253 |
| Add: | Non-vehicle related depreciation and amortization | | 263 |
| | 256 |
|
| | | Interest expense related to corporate debt, net: | | | | | | Interest expense related to corporate debt, net: | | | | |
| | | Interest expense | | 188 |
| | 203 |
| | Interest expense | | 178 |
| | 188 |
|
| | | Early extinguishment of debt | | 3 |
| | 27 |
| | Early extinguishment of debt | | 12 |
| | 19 |
|
| | | Restructuring and other related charges (b) | | 63 |
| | 29 |
| | Restructuring and other related charges (b) | | 80 |
| | 22 |
|
| | | Transaction-related costs, net (c) | | 23 |
| | 21 |
| | Transaction-related costs, net (c) | | 10 |
| | 20 |
|
| | | Impairment (d) | | 2 |
| | — |
| | Non-operational charges related to shareholder activist activity (d) | | 2 |
| | 9 |
|
| | | Charges for legal matter, net (e) | | (14 | ) | | 26 |
| | Gain on sale of equity method investment in China (e) | | (44 | ) | | — |
|
| Adjusted EBITDA | Adjusted EBITDA | | $ | 735 |
| | $ | 838 |
| Adjusted EBITDA | | $ | 788 |
| | $ | 781 |
|
__________
| |
(a) | Includes unallocated corporate overhead which is not attributable to a particular segment. |
| |
(b)
| Other related charges include costs associated with the separation of certain officers of the Company and our limited voluntary opportunity plans. |
| |
(c)
| Primarily comprised of acquisition- and integration-related expenses. |
| |
(d)
| Impairment charge is related to our Zipcar trademark. |
| |
(e)
| Reported within operating expenses in our consolidated results of operations. |
|
| | | | | | | | | | | |
| | | 2017 | | 2016 | | % Change |
| Revenue | | $ | 6,100 |
| | $ | 6,121 |
| | — | % |
| Adjusted EBITDA | | 486 |
| | 633 |
| | (23 | %) |
Revenues decreased in 2017 compared with 2016, primarily due to a 1% reduction in time & mileage revenue per day, partially offset by 2% growth in rental volumes. Currency movements increased revenues by $9 million year-over-year.
Adjusted EBITDA decreased 23% in 2017 compared with 2016, due a 6% increase in per-unit fleet costs, lower revenues and higher marketing commissions, partially offset by cost mitigating actions and higher utilization.
In the year ended December 31, 2017:
Operating expenses decreased to 49.4% of revenue compared to 49.6% in 2016.
Vehicle depreciation and lease charges increased to 27.4% of revenue from 25.5% in 2016, primarily due to higher per-unit fleet costs, partially offset by higher utilization.
Selling, general and administrative costs, at 11.3% of revenue, remained level with the prior year.
Vehicle interest costs, at 3.7% of revenue, remained level with the prior year.
|
| | | | | | | | | | | |
| | | 2017 | | 2016 | | % Change |
| Revenue | | $ | 2,748 |
| | $ | 2,538 |
| | 8 | % |
| Adjusted EBITDA | | 305 |
| | 273 |
| | 12 | % |
Revenues increased 8% during 2017 compared with 2016, primarily due to a 12% increase in rental volumes, including a 7% benefit from FranceCars which was acquired in December 2016, partially offset by a 2% reduction in time & mileage revenue per day (including a 1% favorable effect from currency movements). Currency movements increased revenues by $49 million.
Adjusted EBITDA increased 12% in 2017 compared with 2016, due to increased revenues and cost mitigating actions, partially offset by higher marketing commissions. Currency movements increased Adjusted EBITDA by $24 million.
In the year ended December 31, 2017:
Operating expenses were 52.7% of revenue compared to 52.6% in 2016.
Vehicle depreciation and lease charges increased to 20.0% of revenue from 19.2% in the prior year, primarily due to lower time & mileage revenue per day.
Selling, general and administrative costs were reduced to 14.1% of revenue from 15.1% in the prior year, primarily due to increased revenues and cost mitigating actions, partially offset by higher marketing commissions.
Vehicle interest costs were 2.2% of revenue compared to 2.3% in the prior year.
|
| | | | | | | | | | |
| | | 2017 | | 2016 | | % Change |
| Revenue | | $ | — |
| | $ | — |
| | * |
| Adjusted EBITDA | | (56 | ) | | (68 | ) | | * |
__________
Adjusted EBITDA increased $12 million in 2017 compared with 2016, primarily due to lower selling, general and administrative expenses which are not attributable to a particular segment.
Year Ended December 31, 2016 vs. Year Ended December 31, 2015
Our consolidated results of operations comprised the following:
|
| | | | | | | | | | | | | | | | | |
| | | | | Year Ended
December 31, | | $ Change Favorable /(Unfavorable) | | |
| | | | | 2016 | | 2015 | | | % Change |
| Revenues | | | | | | | |
| | Vehicle rental | $ | 6,081 |
| | $ | 6,026 |
| | $ | 55 |
| | 1 | % |
| | Other | 2,578 |
| | 2,476 |
| | 102 |
| | 4 | % |
| Net revenues | 8,659 |
| | 8,502 |
| | 157 |
| | 2 | % |
| | | | | | | | | | | |
| Expenses | | | | | | | |
| | Operating | 4,382 |
| | 4,284 |
| | (98 | ) | | (2 | %) |
| | Vehicle depreciation and lease charges, net | 2,047 |
| | 1,933 |
| | (114 | ) | | (6 | %) |
| | Selling, general and administrative | 1,134 |
| | 1,093 |
| | (41 | ) | | (4 | %) |
| | Vehicle interest, net | 284 |
| | 289 |
| | 5 |
| | 2 | % |
| | Non-vehicle related depreciation and amortization | 253 |
| | 218 |
| | (35 | ) | | (16 | %) |
| | Interest expense related to corporate debt, net: | | | | | | | |
| | | Interest expense | 203 |
| | 194 |
| | (9 | ) | | (5 | %) |
| | | Early extinguishment of debt | 27 |
| | 23 |
| | (4 | ) | | (17 | %) |
| | Restructuring and other related charges | 29 |
| | 18 |
| | (11 | ) | | (61 | %) |
| | Transaction-related costs, net | 21 |
| | 68 |
| | 47 |
| | 69 | % |
| Total expenses | 8,380 |
| | 8,120 |
| | (260 | ) | | (3 | %) |
| | | | | | | | | | | |
| Income before income taxes | 279 |
| | 382 |
| | (103 | ) | | (27 | %) |
| Provision for income taxes | 116 |
| | 69 |
| | (47 | ) | | (68 | %) |
| | | | | | | | |
| Net income | $ | 163 |
| | $ | 313 |
| | $ | (150 | ) | | (48 | %) |
During 2016, our revenues increased as a result of a 3% increase in rental volumes, partially offset by a 2% decrease in time & mileage revenue per day (including a $36 million (1%) negative impact from currency exchange rate movements).
Total expenses increased as a result of increased volumes, increased marketing costs and commissions, a 3% increase in per-unit fleet costs and a $26 million charge for a legal matter. These increases were partially offset by an approximately $43 million (1%) favorable impact on expenses from currency exchange rate movements. Our effective tax rates were a provision of 42% and 18% in 2016 and 2015, respectively, which in 2015 included a $98 million income tax benefit related to the resolution of a prior-year tax matter. As a result of these items, our net income decreased by $150 million.
For 2016, the Company reported earnings of $1.75 per diluted share, which includes after-tax restructuring and other related charges of ($0.23) per share, after-tax debt extinguishment costs of ($0.18) per share, after-tax charges for legal matter of ($0.17) per share and after-tax transaction-related costs, net, of ($0.17) per share. For 2015, the Company reported earnings of $2.98 per diluted share, which includes after-tax transaction-related costs, net, of ($0.52) per share, after-tax debt extinguishment costs of ($0.13) per share, after-tax restructuring
and other related charges of ($0.12) per share and an income tax benefit related to resolution of prior-year tax matter of $0.93 per share.
In the year ended December 31, 2016:
Operating expenses increased to 50.6% of revenue compared to 50.4% in the prior year.
Vehicle depreciation and lease charges increased to 23.6% of revenue from 22.7% in 2015, due to higher per-unit fleet costs and lower time & mileage revenue per day.
Selling, general and administrative costs were 13.1% of revenue compared to 12.9% in 2015.
Vehicle interest costs were 3.3% of revenue compared to 3.4% in the prior year.
Following is a more detailed discussion of the results of each of our reportable segments:
|
| | | | | | | | | | | | | | | | | | |
| | | | | 2016 | | 2015 |
| | | | | Revenues | | Adjusted EBITDA | | Revenues | | Adjusted EBITDA |
| Americas | $ | 6,121 |
| | $ | 633 |
| | $ | 6,069 |
| | $ | 682 |
|
| International | 2,538 |
| | 273 |
| | 2,433 |
| | 277 |
|
Corporate and Other (a) | — |
| | (68 | ) | | — |
| | (56 | ) |
| | Total Company | $ | 8,659 |
| | $ | 838 |
| | $ | 8,502 |
| | $ | 903 |
|
| | | | | | | | | | | |
| | | | | Reconciliation of Net income to Adjusted EBITDA |
| | | | | | | | | 2016 | | 2015 |
| Net income | | $ | 163 |
| | $ | 313 |
|
| Provision for income taxes | | 116 |
| | 69 |
|
| Income before income taxes | | 279 |
| | 382 |
|
| | | | | | |
| Add: | Non-vehicle related depreciation and amortization (b) | | 253 |
| | 218 |
|
| | | Interest expense related to corporate debt, net: | | | | |
| | | Interest expense | | 203 |
| | 194 |
|
| | | Early extinguishment of debt | | 27 |
| | 23 |
|
| | | Restructuring and other related charges | | 29 |
| | 18 |
|
| | | Transaction-related costs, net (c) | | 21 |
| | 68 |
|
| | | Charges for legal matter, net (d) | | 26 |
| | — |
|
| Adjusted EBITDA | | $ | 838 |
| | $ | 903 |
|
__________
| |
(a)
| Includes unallocated corporate overhead which is not attributable to a particular segment. |
| |
(b) | AmortizationOther related charges include costs associated with the separation of acquisition-related intangible assets increased to $59 million in 2016 from $55 million in 2015.certain officers of the Company. |
| |
(c) | Primarily comprised of acquisition- and integration-related expenses. |
| |
(d) | Reported within selling, general and administrative expenses in our consolidated results of operations. |
| |
(e) | Reported within operating expenses in our consolidated results of operations. |
| | | | | 2016 | | 2015 | | % Change | | 2019 | | 2018 | | % Change |
| Revenue | | $ | 6,121 |
| | $ | 6,069 |
| | 1 | % | |
| Revenues | | | $ | 6,352 |
| | $ | 6,186 |
| | 3 | % |
| Adjusted EBITDA | | 633 |
| | 682 |
| | (7 | %) | | 652 |
| | 558 |
| | 17 | % |
Revenues increased 1% in 20163% during 2019, compared with 2015,to 2018, primarily due to 1% growtha 3% increase in rental volumes,volume, partially offset by an $11 million negative effect from currency exchange rate movements.
Operating expenses increased to 50.2% of revenue during 2019 compared to 49.7% in 2018, primarily due to higher salaries, wages and related benefits and higher vehicle registration fees. Vehicle depreciation and lease charges decreased to 23.0% of revenue during 2019 compared to 25.4% in 2018, primarily due to an 8%
decrease in per-unit fleet costs excluding exchange rate effects and higher utilization. Selling, general and administrative costs increased to 12.1% of revenue during 2019 compared to 11.9% in 2018. Vehicle interest costs increased to 4.5% of revenue during 2019 compared to 4.1% in 2018, primarily due to higher interest rates.
Adjusted EBITDA increased 17% during 2019, compared to 2018, due to higher revenues, lower per-unit fleet costs, partially offset by higher salaries, wages, and related benefits and higher vehicle registration fees.
|
| | | | | | | | | | | |
| | | 2019 | | 2018 | | % Change |
| Revenues | | $ | 2,820 |
| | $ | 2,938 |
| | (4 | %) |
| Adjusted EBITDA | | 203 |
| | 287 |
| | (29 | %) |
Revenues decreased 4% during 2019, compared to 2018, primarily due to a $15$154 million negative impact from currency exchange rate movements. Time & mileagemovements and a 1% decrease in revenue per day was essentially unchanged year-over-year.
Adjusted EBITDA decreased 7% in 2016 compared with 2015, primarily due to a 5% increase in per-unit fleet costs and a $5 million (1%) negative impact from currencyexcluding exchange rate changes,effects, partially offset by increased rental volumes.a 2% increase in volume.
In the year ended December 31, 2016:
Operating expenses increased to 49.6%53.5% of revenue during 2019 compared to 49.3%52.8% in 2015.
2018, primarily due to lower revenue per day excluding exchange rate effects and higher public liability and property damage expense, partially offset by a gain on the sale of an equity method investment in China. Vehicle depreciation and lease charges increased to 25.5%21.3% of revenue from 24.3%during 2019 compared to 20.8% in 2015, principally2018, primarily due to higherlower revenue per day excluding exchange rate effects and a 2% increase in per-unit fleet costs.
costs excluding exchange rate effects, partially offset by higher utilization. Selling, general and administrative costs were 11.3%decreased to 14.3% of revenue during 2019 compared to 11.2%14.5% in the prior year.
2018. Vehicle interest costs, were 3.7%at 2.1% of revenue, remained unchanged during 2019 compared to 3.9% in the prior year.2018.
|
| | | | | | | | | | | |
| | | 2016 | | 2015 | | % Change |
| Revenue | | $ | 2,538 |
| | $ | 2,433 |
| | 4 | % |
| Adjusted EBITDA | | 273 |
| | 277 |
| | (1 | %) |
Revenues increased 4%Adjusted EBITDA decreased 29% during 20162019, compared with 2015, primarilyto 2018, due to an 8% increase in rental volumes, partially offset bylower revenues, a 5% decrease in time & mileage revenue per day (including a 2%$21 million negative impact from currency exchange rate changes). Currency movements, negatively impacted revenues by $46 million (2%) year-over-year.
Adjusted EBITDA declined 1% in 2016 compared with 2015, due to lower time & mileage revenue per day, a $23 million (8%) negative impact from currencyhigher public liability and property damage expense and higher per-unit fleet costs excluding exchange rate changes and increased marketing costs and commissions,effects, partially offset by an increase in rental volumes.higher utilization.
In the year ended December 31, 2016:
Operating expenses were 52.6% of revenue compared to 52.7% in 2015.
Vehicle depreciation and lease charges increased to 19.2% of revenue from 18.7% in the prior year, primarily due to lower time & mileage revenue per day, partially offset by a 1% decrease in per-unit fleet costs (including a 2% favorable impact from currency exchange rate changes).
Selling, general and administrative costs were 15.1% of revenue compared to 14.9% in the prior year.
Vehicle interest costs were 2.3% of revenue compared to 2.2% in the prior year.
| | | | | 2016 | | 2015 | | % Change | | 2019 | | 2018 | | % Change |
| Revenue | | $ | — |
| | $ | — |
| | * | |
| Revenues | | | $ | — |
| | $ | — |
| | n/m |
| Adjusted EBITDA | | (68 | ) | | (56 | ) | | * | | (67 | ) | | (64 | ) | | n/m |
__________
| |
*n/m | Not meaningfulmeaningful. |
Adjusted EBITDA decreased $12$3 million in 2016during 2019, compared with 2015,to 2018, primarily due to higher selling, general and administrative expenses which are not attributable to a particular segment.
|
|
| 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
| | | | As of December 31, | | | As of December 31, | | |
| | 2017 | | 2016 | | Change | 2019 | | 2018 | | Change |
| Total assets exclusive of assets under vehicle programs | $ | 5,820 |
| | $ | 6,065 |
| | $ | (245 | ) | $ | 9,311 |
| | $ | 6,370 |
| | $ | 2,941 |
|
| Total liabilities exclusive of liabilities under vehicle programs | 5,935 |
| | 5,775 |
| | 160 |
| 8,538 |
| | 6,011 |
| | 2,527 |
|
| Assets under vehicle programs | 11,879 |
| | 11,578 |
| | 301 |
| 13,815 |
| | 12,779 |
| | 1,036 |
|
| Liabilities under vehicle programs | 11,191 |
| | 11,647 |
| | (456 | ) | 13,932 |
| | 12,724 |
| | 1,208 |
|
| Stockholders’ equity | 573 |
| | 221 |
| | 352 |
| 656 |
| | 414 |
| | 242 |
|
Total assets exclusive of assets under vehicle programs decreased 4% compared to 2016 primarily due to a decrease in deferred income taxes associated with the Tax Act partially offset by an increase in cash and accounts receivable related to timing. See Note 8 to our Consolidated Financial Statements for details regarding the Tax Act. Totaltotal liabilities exclusive of liabilities under vehicle programs increased 3% compared to 20162018 primarily due to the adoption of ASU 2016-02 (see Note 3 to our Consolidated Financial Statements).
Assets and liabilities under vehicle programs increased compared to 2018 primarily due to an increase in other current liabilities. Seethe size of our vehicle rental fleet and operating leases recognized upon adoption of ASU 2016-02 (see Note 113 to our Consolidated Financial Statements for detail of our other current liabilities.
Assets under vehicle programs increased 3% compared to 2016. Liabilities under vehicle programs decreased 4% compared to 2016 due to a decrease in deferred income taxes associated with the Tax Act partially offset by increased investment in our fleet. See Note 8 to our Consolidated Financial Statements for details regarding the Tax Act. See Note 13 to our Consolidated Financial Statements for the changes in our vehicle financing.Statements). The increase in stockholders’ equity compared to 2018 is primarily due to our net income.comprehensive income, partially offset by our repurchases of common stock.
LIQUIDITY AND CAPITAL RESOURCES
Overview
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.
During 2017, we issued €250 million of 4½% euro-denominated Senior Notes due 2025 at par. The proceeds from this borrowing were used to redeem all of our outstanding 6% euro-denominated Senior Notes due 2021 and a portion of our Floating Rate Senior Notes due 2017. We also increased our Floating Rate Term Loan borrowing by $188 million, these proceeds were used to repay the remainder of our outstanding Floating Rate Senior Notes due 2017. In addition,2019 our Avis Budget Rental Car Funding subsidiary issued approximately $600 million, in asset-backed notes with an expected final payment date of September 2022$650 million, and $500$650 million in asset-backed notes with an expected final payment date of December 2022. These borrowings hadMarch 2022, September 2024, and March 2025, and a weighted average interest rate of 3%.3.56%, 3.44%, and 2.45%, respectively. The proceeds from these borrowings were used to fund the repayment of maturing vehicle-backed debt and the acquisition of rental cars in the U.S. We also increased our capacity under our European rental fleet securitization program by €250United States. In July 2019, we issued $400 million the proceeds of which were used to finance fleet purchases for certain of our European operations.5¾% Senior Notes due July 2027 to redeem $400 million of our outstanding 5½% Senior Notes due April 2023. In addition,October 2019, we redeemed $75 million of our 5½% Senior Notes due April 2023. We repurchased approximately 6.12.2 million shares of our outstanding common stock for approximately $200$62 million during 2017.
2019.
Cash Flows
Year Ended December 31, 20172019 vs. Year Ended December 31, 20162018
The following table summarizes our cash flows:
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | 2017 | | 2016 (a) | | Change | 2019 | | 2018 | | Change |
| Cash provided by (used in): | | | | | | | | | | |
| Operating activities | $ | 2,648 |
| | $ | 2,640 |
| | $ | 8 |
| $ | 2,586 |
| | $ | 2,609 |
| | $ | (23 | ) |
| Investing activities | (2,204 | ) | | (2,182 | ) | | (22 | ) | (2,752 | ) | | (3,426 | ) | | 674 |
|
| Financing activities | (308 | ) | | (449 | ) | | 141 |
| 318 |
| | 667 |
| | (349 | ) |
| Effects of exchange rate changes | 45 |
| | (6 | ) | | 51 |
| |
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | | 13 |
| | (16 | ) | | 29 |
|
| Net change in cash and cash equivalents, program and restricted cash | 181 |
| | 3 |
| | 178 |
| 165 |
| | (166 | ) | | 331 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 720 |
| | 717 |
| | 3 |
| 735 |
| | 901 |
| | (166 | ) |
| Cash and cash equivalents, program and restricted cash, end of period | $ | 901 |
| | $ | 720 |
| | $ | 181 |
| $ | 900 |
| | $ | 735 |
| | $ | 165 |
|
__________
| |
(a)
| See Note 2 to our Consolidated Financial Statements for the impact of adoption of ASU 2016-18 and ASU 2016-09. |
Cash provided by operating activities during 20172019 was substantially unchanged compared with 2016.2018.
Cash used in investing activities during 2017 was substantially unchanged compared with 2016.
The decrease in cash used in investing activities during 2019 compared with 2018 is primarily due to an increase in proceeds received on the disposition of vehicles, partially offset by an increase in investment in vehicles.
The decrease in cash provided by financing activities during 20172019 compared with 20162018 is primarily reflectsdue to a decrease in our repurchases of common stock.net borrowings under vehicle programs.
We anticipate that our non-vehicle property and equipment additions will be approximately $225$230 million in 2018. As of December 31, 2017, we had approximately $100 million of authorized share repurchase capacity. We currently anticipate that we will utilize most of such capacity to repurchase common stock in 2018.2020.
Year Ended December 31, 2016 vs. Year Ended December 31, 2015
The following table summarizes our cash flows:
|
| | | | | | | | | | | |
| | Year Ended December 31, | | |
| | 2016 (a) | | 2015 (a) | | Change |
| Cash provided by (used in): | | | | | |
| Operating activities | $ | 2,640 |
| | $ | 2,627 |
| | $ | 13 |
|
| Investing activities | (2,182 | ) | | (2,685 | ) | | 503 |
|
| Financing activities | (449 | ) | | 72 |
| | (521 | ) |
| Effects of exchange rate changes | (6 | ) | | (50 | ) | | 44 |
|
| Net change in cash and cash equivalents, program and restricted cash | 3 |
| | (36 | ) | | 39 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 717 |
| | 753 |
| | (36 | ) |
| Cash and cash equivalents, program and restricted cash, end of period | $ | 720 |
| | $ | 717 |
| | $ | 3 |
|
__________
| |
(a)
| See Note 2 to our Consolidated Financial Statements for the impact of adoption of ASU 2016-18 and ASU 2016-09. |
Cash provided by operating activities during 2016 was substantially unchanged compared with 2015.
The decrease in cash used in investing activities during 2016 compared with 2015 is primarily due to a net decrease in investment in vehicles and reduced business acquisition activity.
The increase in cash used in financing activities during 2016 compared with 2015 is primarily due to an increase in net payments under vehicle programs.
Debt and Financing Arrangements
At December 31, 2017,2019, we had approximately $12.8$14.5 billion of indebtedness (including corporate indebtedness of approximately $3.6$3.4 billion and debt under vehicle programs of approximately $9.2$11.1 billion). For detailed information regarding our debt and borrowing arrangements, see Notes 1213 and 1314 to our Consolidated Financial Statements.
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.
As a result of the Tax Act, we are subject to a one-time transition tax on cumulative earnings of foreign subsidiaries. We recorded a provisional charge for the one-time transition tax of $104 million in the fourth quarter of 2017. The Tax Act provides companies the ability to offset the one-time transition tax with available tax attributes or elect to pay the tax over an eight year period. Although the Tax Act generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries effective for years beginning January 1, 2018, we continue to evaluate the expected manner of recovery to determine whether or not to continue to assert indefinite reinvestment on a part or all of our undistributed foreign earnings. This requires us to analyze our global working capital and cash requirements in light of the Tax Act and the potential tax liabilities attributable to a repatriation to the U.S., such as foreign withholding taxes and U.S. tax on currency transaction gains or losses. We did not provide for U.S. taxes related to our undistributed earnings of approximately $1.3 billion as of December 31, 2017. We will record the tax effects of any change in our assertion in the period that the analysis is complete.
As discussed above, as of December 31, 2017,2019, we have cash and cash equivalents of $0.6$0.7 billion, available borrowing capacity under our committed credit facilities of $1.0$0.7 billion, and available capacity under our vehicle programs of approximately $4.1$2.9 billion.
Our liquidity position could be negatively affected by financial market disruptions or a downturn in 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 in the past affected and could in the future affect the debt ratings assigned to us by credit rating agencies and the cost of our borrowings. Additionally, a downturn in the worldwide economy or a disruption in the credit markets could 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 (see Item 1A. Risk Factors for further discussion).
Our liquidity position could also be negatively impacted if we are unable to remain in compliance with the financial and other covenants associated with our senior revolving credit facility and other borrowings, including a maximum leverage ratio. As of December 31, 2017,2019, we were in compliance with the financial covenants governing our indebtedness.
CONTRACTUAL OBLIGATIONS
The following table summarizes our principal future contractual obligations as of December 31, 2017:2019:
| | | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | Thereafter | | Total | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | Thereafter | | Total |
| Corporate debt | $ | 26 |
| | $ | 20 |
| | $ | 16 |
| | $ | 14 |
| | $ | 1,493 |
| | $ | 2,076 |
| | $ | 3,645 |
| $ | 19 |
| | $ | 17 |
| | $ | 16 |
| | $ | 216 |
| | $ | 701 |
| | $ | 2,505 |
| | $ | 3,474 |
|
Debt under vehicle programs | 1,886 |
| | 3,170 |
| | 1,868 |
| | 1,019 |
| | 883 |
| | 439 |
| | 9,265 |
| 1,753 |
| | 3,225 |
| | 3,032 |
| | 1,097 |
| | 1,471 |
| | 539 |
| | 11,117 |
|
| Debt interest | 412 |
| | 341 |
| | 264 |
| | 224 |
| | 152 |
| | 145 |
| | 1,538 |
| 466 |
| | 413 |
| | 313 |
| | 243 |
| | 168 |
| | 94 |
| | 1,697 |
|
Operating leases (a) | 729 |
| | 611 |
| | 401 |
| | 291 |
| | 183 |
| | 549 |
| | 2,764 |
| 708 |
| | 521 |
| | 417 |
| | 353 |
| | 230 |
| | 1,174 |
| | 3,403 |
|
Commitments to purchase vehicles (b)(a) | 8,146 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 8,146 |
| 7,749 |
| | 2 |
| | — |
| | — |
| | — |
| | — |
| | 7,751 |
|
Defined benefit pension plan contributions (c)(b) | 9 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 9 |
| 11 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 11 |
|
Other purchase commitments (d)(c) | 89 |
| | 49 |
| | 36 |
| | 32 |
| | 18 |
| | — |
| | 224 |
| 77 |
| | 29 |
| | 19 |
| | 9 |
| | 2 |
| | — |
| | 136 |
|
Total (e)(d) | $ | 11,297 |
| | $ | 4,191 |
| | $ | 2,585 |
| | $ | 1,580 |
| | $ | 2,729 |
| | $ | 3,209 |
| | $ | 25,591 |
| $ | 10,783 |
| | $ | 4,207 |
| | $ | 3,797 |
| | $ | 1,918 |
| | $ | 2,572 |
| | $ | 4,312 |
| | $ | 27,589 |
|
__________
| |
(a) | Operating lease obligations are presented net of sublease rentals to be received (see Note 14 to our Consolidated Financial Statements) and include commitments to enter into operating leases. |
| |
(b)
| Represents commitments to purchase vehicles, the majority of which are from Ford, Fiat Chrysler and General Motors. These commitments are generally subject to the vehicle manufacturers satisfying their obligations under the repurchase and guaranteed depreciation agreements. The purchase of such vehicles is generally financed through borrowings under vehicle programs in addition to cash received upon the sale of vehicles, manysome of which were purchased under repurchase and guaranteed depreciation programs (see Note 1415 to our Consolidated Financial Statements). |
| |
(c)(b)
| Represents the expected contributions to our defined benefit pension plans in 2018.2019. The amount of future contributions to our defined benefit pension plans will depend on the rates of return generated from plan assets and other factors (see Note 1718 to our Consolidated Financial Statements) and are not included above. |
| |
(d)(c)
| Primarily represents commitments under service contracts for information technology, telecommunications and marketing agreements with travel service companies. |
| |
(e)(d)
| Excludes income tax uncertainties of $46$57 million, $13 million of which is subject to indemnification by Realogy and Wyndham. We are unable to estimate the period in which these income tax uncertainties are expected to be settled. |
For more information regarding guarantees and indemnifications, see Note 1415 to our Consolidated Financial Statements.
ACCOUNTING POLICIES
Critical Accounting Policies
In presenting our financial statements in conformity with 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 pertain 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 below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, our businesses operate in environments where we are paid a fee for a service performed, and therefore 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.
Goodwill and Other Indefinite-lived Intangible Assets. We have reviewed the carrying value of our goodwill and other indefinite-lived intangible assets for impairment. In performing this review, we are required to make an assessment of fair value for our goodwill and other indefinite-lived intangible assets. When determining fair value, we utilize various assumptions, including the fair market trading price of our common stock and management’s projections of future cash flows. A change in these underlying assumptions will cause a change in the results of the tests and, as such, could cause the fair value to be less than the respective carrying amount. In such event, we would then be required to record a charge, which would impact earnings. We review the carrying value of goodwill and other indefinite-lived intangible assets for impairment annually or more frequently if circumstances indicate that an impairment may have occurred.
Our goodwill and other indefinite-lived intangible assets are allocated among our reporting units. During 2017, 20162019, 2018 and 2015,2017, there was no impairment of goodwill and no material impairment of other intangible assets, see
Note 67 to our Consolidated Financial Statements. For our Europe, Middle East and Africa (“EMEA”) reporting unit, the percentage by which the estimated fair value exceeded the carrying value as of October 1, 2019 was 25% and the amount of goodwill allocated to our reporting unit was $460 million. In the future, failure to achieve our business plans, a significant deterioration of the macroeconomic conditions of the countries in which we operate, or significant changes in the assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets (such as the discount rate) could result in significantly different estimates of fair value that could trigger an impairment of the goodwill of our reporting units or intangible assets.
Vehicles. We present vehicles at cost, net of accumulated depreciation, on the Consolidated Balance Sheets. We record the initial cost of the vehicle, net of incentives and allowances from manufactures.manufacturers. We acquire our rental vehicles either through repurchase and guaranteed depreciation programs with certain automobile manufacturers or outside of such programs. For rental vehicles purchased under such programs, we depreciate the vehicles such that the net book value on the date of sale or return to the manufacturers is intended to equal the contractual guaranteed residual values. For risk vehicles acquired outside of manufacturer repurchase and guaranteed depreciation programs, we depreciate based on the vehicles’ estimated residual market values andat their expected dates of disposition. The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the vehicle at the time of disposal, as well as expected used vehicle market conditions. The Company periodicallyregularly evaluates estimated residual values and adjusts depreciation rates as appropriate. Differences between actual residual values and those estimated result in a gain or loss on disposal and are recorded as part of vehicle depreciation and lease charges, net, at the time of sale. See Note 2 to our Consolidated Financial Statements.
Income Taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been reflected in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Tax Act enacted in the fourth quarter of 2017 included a change in the U.S. federal corporate income tax rate. For more information regarding the accounting for the effects of the Tax Act, see Note 8 of9 to our Consolidated Financial Statements.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. In the event we were to determine that we would be able to realize deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Currently we do not record valuation allowances on the majority of our tax loss carryforwards as there are adequate deferred tax liabilities that could be realized within the carryforward period.
See Notes 2 and 89 to our Consolidated Financial Statements for more information regarding income taxes.
Public Liability, Property Damage and Other Insurance Liabilities. Insurance liabilities on our Consolidated Balance Sheets include supplemental liability insurance, personal effects protection insurance, public liability, property damage and personal accident insurance claims for which we are self-insured. We estimate the required liability of such claims on an undiscounted basis utilizing an actuarial method that is based upon various assumptions which include, but are not limited to, our historical loss experience and projected loss development factors. The required liability is also subject to adjustment in the future based upon changes in claims experience, including changes in the number of incidents for which we are ultimately liable and changes in the cost per incident.
Adoption of New Accounting Pronouncements
For a description of our adoption of new accounting pronouncements and the impact thereof on our business, see Note 2 to our Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
For a description of recently issued accounting pronouncements and the impact thereof on our business, see Note 2 to our Consolidated Financial Statements.
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| ITEM 7A. 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 manage our exposure to market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments, particularly currency forward contracts to manage and reduce currency exchange rate risk; swap contracts, futures and options contracts, to manage and reduce the interest rate risk related to our debt; and derivative commodity instruments to manage and reduce the risk of changing unleaded gasoline prices.
We are exclusively an end user of these instruments. We do not engage in trading, market-making or other speculative activities in the derivatives markets. We manage our exposure to counterparty credit risk related to our use of derivatives through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. Our counterparties are substantial investment and commercial banks with significant experience providing such derivative instruments.
Our total market risk is influenced by a wide variety of factors including the volatility present within the markets and the liquidity of the markets. There are certain limitations inherent in the sensitivity analyses discussed below. These “shock tests” are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled. For additional information regarding our borrowings and financial instruments, see Notes 12, 13, 14 and 1819 to our Consolidated Financial Statements.
Currency Risk Management
We have exposure to currency exchange rate fluctuations worldwide and particularly with respect to the Australian, Canadian and New Zealand dollars, the euro and British pound sterling. We use currency forward contracts and currency swap contracts to manage exchange rate risk that arises from certain intercompany transactions and from non-functional currency denominated assets and liabilities and earnings denominated in non-U.S. dollar currencies. Our currency forward contracts are often not designated as hedges and therefore changes in the fair value of these derivatives are recognized in earnings as they occur. We anticipate that such currency exchange rate risk will remain a market risk exposure for the foreseeable future.
We assess our market risk based on changes in currency exchange rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on earnings, cash flows and fair values based on a hypothetical 10% appreciation or depreciation in the value of the underlying currencies being hedged, against the U.S. dollar at December 31, 2017.2019. With all other variables held constant, a hypothetical 10% change (increase or decrease) in currency exchange rates would not have a material impact on our 20172019 earnings. Because unrealized gains or losses related to foreign currency forward and swap contracts are expected to be offset by corresponding gains or losses on the underlying exposures being hedged, when combined, these foreign currency contracts and the offsetting underlying commitments do not create a material impact on our Consolidated Financial Statements.
Interest Rate Risk Management
Our primary interest rate exposure at December 31, 20172019 was interest rate fluctuations in the U.S., specifically LIBOR and commercial paper interest rates due to their impact on variable rate borrowings and other interest rate sensitive liabilities. We use interest rate swaps and caps to manage our exposure to interest rate movements. We anticipate that LIBOR and commercial paper rates will remain a primary market risk exposure for the foreseeable future.
We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. Based on our interest rate exposures and derivatives as of December 31, 2017,2019, we estimate that a 10% change in interest rates would not have a material impact on our 20172019 earnings. Because gains or losses related to interest rate derivatives are expected to be offset by corresponding gains or losses on the underlying exposures being hedged, when combined, these interest rate contracts and the offsetting underlying commitments do not create a material impact on our Consolidated Financial Statements.
Commodity Risk Management
We have commodity price exposure related to fluctuations in the price of gasoline. We anticipate that such commodity risk will remain a market risk exposure for the foreseeable future. We determined that a hypothetical 10% change in the price of gasoline would not have a material impact on our earnings as of December 31, 2017.2019.
|
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| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See Consolidated Financial Statements and Consolidated Financial Statement Index commencing on Page F-1 hereof.
|
|
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
|
|
| ITEM 9A. CONTROLS AND PROCEDURES |
| |
| (a) | Disclosure Controls and Procedures. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. |
| |
| (b) | Management’s Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in InternalControl - Integrated Framework (2013). Based on this assessment, our management believes that, as of December 31, 2017,2019, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017,2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their attestation report is included below. |
| |
| (c) | Changes in Internal Control Over Financial Reporting. During the fiscal quarter to which this report relates, there has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Avis Budget Group, Inc.
Parsippany, New Jersey
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 20172019 of the Company and our report dated February 22, 201820, 2020 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 22, 2018
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ITEM 9B. OTHER INFORMATION |
None.
PART III
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information required under this item is incorporated by reference to our proxy statement relating to our 2018 annual meeting of stockholders, to be filed with the Securities and Exchange Commission (“SEC”) not later than 120 days after the end of fiscal 2017, under the sections titled “Corporate Governance - Board of Directors,” “Corporate Governance - Functions and Meetings of the Board of Directors,” “Corporate Governance - Functions and Meetings of the Board of Directors - Codes of Conduct,” “Corporate Governance - Committees of the Board of Directors,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance.”
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ITEM 11. EXECUTIVE COMPENSATION |
The information required under this item is incorporated by reference to our proxy statement relating to our 2018 annual meeting of stockholders, to be filed with the SEC no later than 120 days after the end of fiscal 2017, under the section titled “Executive Compensation.”
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required under this item is incorporated by reference to our proxy statement relating to our 2018 annual meeting of stockholders, to be filed with the SEC no later than 120 days after the end of fiscal 2017, under the section titled “Security Ownership of Certain Beneficial Owners.”
Information concerning our equity compensation plans is included in Part II of this report under the caption “Securities Authorized for Issuance under Equity Compensation Plans.”
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required under this item is incorporated by reference to our proxy statement relating to our 2018 annual meeting of stockholders, to be filed with the SEC not later than 120 days after the end of fiscal 2017, under the section titled “Corporate Governance - Related Person Transactions” and “Corporate Governance - Functions and Meetings of the Board of Directors - Director Independence.”
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required under this item is incorporated by reference to our proxy statement relating to our 2018 annual meeting of stockholders, to be filed with the SEC not later than 120 days after the end of fiscal 2017, under the section titled “Proposals To Be Voted On At Meeting-Proposal No. 2: Ratification of Appointment of Auditors.”
PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
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ITEM 15(A)(1). FINANCIAL STATEMENTS |
See Consolidated Financial Statements and Consolidated Financial Statements Index commencing on page F-1 hereof.
|
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ITEM 15(A)(2). FINANCIAL STATEMENT SCHEDULES |
See Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015 commencing on page G-1 hereof.
See Exhibit Index commencing on page H-1 hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
| | |
| By: | /s/ DAVID T. CALABRIA |
| | David T. Calabria |
| Senior Vice President and Chief Accounting Officer |
| Date: | February 22, 2018 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
| | | | |
| | | | |
Signature | | Title | | Date |
| | |
/s/ LARRY D. DE SHON | | President and Chief Executive Officer | | February 22, 2018 |
(Larry D. De Shon) | | | |
| | |
/s/ MARTYN SMITH | | Interim Chief Financial Officer | | February 22, 2018 |
(Martyn Smith) | | |
| | | | |
/s/ DAVID T. CALABRIA | | Senior Vice President and Chief Accounting Officer | | February 22, 2018 |
(David T. Calabria) | | | |
| | |
/s/ BRIAN CHOI | | Director | | February 22, 2018 |
(Brian Choi) | | | |
| | | | |
/s/ MARY C. CHOKSI | | Director | | February 22, 2018 |
(Mary C. Choksi) | | | |
| | |
/s/ LEONARD S. COLEMAN, JR. | | Director | | February 22, 2018 |
(Leonard S. Coleman, Jr.) | | | |
| | |
/s/ JEFFREY H. FOX | | Director | | February 22, 2018 |
(Jeffrey H. Fox) | | | |
| | |
/s/ JOHN D. HARDY, JR. | | Director | | February 22, 2018 |
(John D. Hardy, Jr.) | | | |
| | |
/s/ LYNN KROMINGA | | Director | | February 22, 2018 |
(Lynn Krominga) | | | |
| | |
/s/ EDUARDO G. MESTRE | | Director | | February 22, 2018 |
(Eduardo G. Mestre) | | | |
| | |
/s/ RONALD L. NELSON | | Executive Chairman of the Board of Directors | | February 22, 2018 |
(Ronald L. Nelson) | | | |
| | | | |
/s/ F. ROBERT SALERNO | | Director | | February 22, 2018 |
(F. Robert Salerno) | | | |
| | |
/s/ STENDER E. SWEENEY | | Director | | February 22, 2018 |
(Stender E. Sweeney) | | | |
| | | | |
/s/ SANOKE VISWANATHAN | | Director | | February 22, 2018 |
(Sanoke Viswanathan) | | | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Avis Budget Group, Inc.
Parsippany, New Jersey
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 20, 2020
|
|
| ITEM 9B. OTHER INFORMATION |
None.
PART III
|
|
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 11. EXECUTIVE COMPENSATION |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
PART IV
|
|
| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|
|
| ITEM 15(A)(1). FINANCIAL STATEMENTS |
See Consolidated Financial Statements and Consolidated Financial Statements Index commencing on page F-1 hereof.
|
|
| ITEM 15(A)(2). FINANCIAL STATEMENT SCHEDULES |
See Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 and 2017 commencing on page G-1 hereof.
See Exhibit Index commencing on page H-1 hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
| | |
| By: | /s/ CATHLEEN DEGENOVA |
| | Cathleen DeGenova |
| Vice President and Chief Accounting Officer |
| Date: | February 20, 2020 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
| | | | |
| | | | |
| Signature | | Title | | Date |
| | |
| /s/ JOSEPH A. FERRARO | | Interim President and Chief Executive Officer | | February 20, 2020 |
| (Joseph A. Ferraro) | | | |
| | |
| /s/ JOHN F. NORTH, III | | Executive Vice President and Chief Financial Officer | | February 20, 2020 |
| (John F. North, III) | | |
| | | | |
| /s/ CATHLEEN DEGENOVA | | Vice President and Chief Accounting Officer | | February 20, 2020 |
| (Cathleen DeGenova) | | | |
| | |
| /s/ BRIAN CHOI | | Director | | February 20, 2020 |
| (Brian Choi) | | | |
| | | | |
| /s/ MARY C. CHOKSI | | Director | | February 20, 2020 |
| (Mary C. Choksi) | | | |
| | |
| /s/ LEONARD S. COLEMAN, JR. | | Director | | February 20, 2020 |
| (Leonard S. Coleman, Jr.) | | | |
| | |
| /s/ JEFFREY H. FOX | | Director | | February 20, 2020 |
| (Jeffrey H. Fox) | | | |
| | |
| /s/ BERNARDO HEES | | Chairman of the Board of Directors | | February 20, 2020 |
| (Bernardo Hees) | | | |
| | |
| /s/ LYNN KROMINGA | | Director | | February 20, 2020 |
| (Lynn Krominga) | | | |
| | |
| /s/ GLENN LURIE | | Director | | February 20, 2020 |
| (Glenn Lurie) | | | |
| | |
| /s/ JAGDEEP PAHWA | | Director | | February 20, 2020 |
| (Jagdeep Pahwa) | | | |
| | | | |
| /s/ F. ROBERT SALERNO | | Director | | February 20, 2020 |
| (F. Robert Salerno) | | | |
| | |
| /s/ FRANCIS J. SHAMMO | | Director | | February 20, 2020 |
| (Francis J. Shammo) | | | |
| | | | |
| /s/ CARL SPARKS | | Director | | February 20, 2020 |
| (Carl Sparks) | | | |
| | | | |
| /s/ SANOKE VISWANATHAN | | Director | | February 20, 2020 |
| (Sanoke Viswanathan) | | | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Avis Budget Group, Inc.
Parsippany, New Jersey
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted FASB ASC Topic 842, Leases, using the transition method allowing entities to only apply the new lease standard in the year of adoption.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Vehicle Depreciation Expense - United States Risk Vehicles - Refer to Notes 2 and 8 to the financial statements
Critical Audit Matter Description
The Company records rental vehicles at cost, net of incentives and allowances from manufacturers. Rental vehicles acquired by the Company outside of manufacturer repurchase or guaranteed depreciation programs are referred to as risk vehicles and the carrying value of these risk vehicles are depreciated to the vehicles’ estimated residual market value at their expected dates of disposition.
Significant assumptions and judgments made by management in the Company’s calculation of the estimated residual market value of risk vehicles include, but are not limited to, the anticipated age of the vehicles and market conditions for used vehicles at the time of disposal. The Company regularly evaluates the reasonableness of these significant assumptions and judgments and adjusts vehicle depreciation expense rates on a prospective basis to reflect changes in the estimated residual market value of risk vehicles through their expected date of disposition.
Given the subjectivity in the significant assumptions and judgments made by management to calculate the estimated residual market value of risk vehicles, auditing the estimated residual market value of risk vehicles and vehicle depreciation expense related to risk vehicles required extensive audit effort to develop an independent expectation of residual market values and depreciation expense, and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to assess the reasonableness of the estimated residual market value and vehicle depreciation expense related to risk vehicles included the following, among others:
We evaluated the appropriateness and consistency of the Company’s methods, significant assumptions and judgments to calculate the estimated residual market value of risk vehicles and the expected dates of disposition.
We tested the effectiveness of controls over vehicle depreciation expense related to risk vehicles and management’s review of the significant assumptions and judgments to calculate the estimated residual market value of risk vehicles, including those over the Company’s monitoring of residual market values and used vehicle market conditions.
We assessed the reasonableness of the estimated residual market value of risk vehicles by performing the following procedures on a selection of risk vehicles:
We tested the underlying historical data that served as the basis for the Company’s calculation of the estimated residual market value to evaluate that the inputs were reasonable.
We tested the mathematical accuracy of the Company’s calculation of the estimated residual market value and vehicle depreciation expense rates.
We tested significant assumptions and judgments used in the Company’s calculation by developing an independent expectation of residual market values and compared them to the estimated residual market values calculated by the Company. Our independent expectation was calculated using our professional judgment by reference to third party data, information produced by the Company, subsequent vehicle sales, and inquiries of management.
We searched for contradictory evidence associated with the significant assumptions and judgments made by management based on our knowledge of the industry and review of third party industry data.
We developed an independent expectation of depreciation expense based on, but not limited to, the vehicles’ age and results of our residual value testing and compared it to the amount recorded by the Company as depreciation expense.
Public Liability and Property Damage Self-Insurance Reserves - United States - Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company is self-insured for public liability and property damage claims. These self-insurance reserves represent an estimate of the reported claims not yet paid and unreported claims and are calculated on an undiscounted basis using actuarial methods followed in the insurance industry. Significant assumptions and key inputs included in the calculation of these reserves include, but are not limited to, historical loss experience and projected loss development factors. The Company periodically evaluates the reasonableness of these significant assumptions and key inputs and adjusts the self-insurance reserves to reflect changes in claims experience, such as changes in volume or cost of historical claims.
Given the subjectivity of estimating the self-insurance reserves for reported claims not yet paid and unreported claims, performing audit procedures to evaluate whether self-insurance reserves were appropriately recorded as of December 31, 2019 required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to public liability and property damage self-insurance reserves included the following, among others:
We tested the effectiveness of controls over management’s review of significant assumptions, key inputs and methods used to calculate the estimate of the reported claims not yet paid and unreported claims.
We tested the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were reasonable.
With the assistance of our actuarial specialists, we developed an independent estimate of the self-insurance reserves, including assessment of loss data and claim development factors, and compared our estimate to management’s estimate. In addition, we performed the following:
Evaluated the reasonableness of the methodologies used in management’s estimate based on actuarial methods followed in the insurance industry associated with such liabilities.
Evaluated the reasonableness of the assumptions used in management’s estimate by comparing prior-year assumptions of expected development and ultimate loss to actuals incurred during the current year to identify potential bias in the determination of the liability.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 22, 201820, 2020
We have served as the Company’s auditor since 1997.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
| | | | | | | | | | | | Year Ended December 31, |
| | | Year Ended December 31, | | 2019 | | 2018 | | 2017 |
| | | 2017 | | 2016 | | 2015 | | | | | | |
| Revenues | Revenues | | | | | | Revenues | $ | 9,172 |
| | $ | 9,124 |
| | $ | 8,848 |
|
| | Vehicle rental | $ | 6,219 |
| | $ | 6,081 |
| | $ | 6,026 |
| |
| | Other | 2,629 |
| | 2,578 |
| | 2,476 |
| |
| Net revenues | 8,848 |
| | 8,659 |
| | 8,502 |
| |
| | | | | | | | | | | | | |
| Expenses | Expenses | | | | | | Expenses | | | | | |
| | Operating | 4,472 |
| | 4,382 |
| | 4,284 |
| Operating | 4,698 |
| | 4,639 |
| | 4,472 |
|
| | Vehicle depreciation and lease charges, net | 2,221 |
| | 2,047 |
| | 1,933 |
| Vehicle depreciation and lease charges, net | 2,063 |
| | 2,179 |
| | 2,221 |
|
| | Selling, general and administrative | 1,120 |
| | 1,134 |
| | 1,093 |
| Selling, general and administrative | 1,237 |
| | 1,220 |
| | 1,120 |
|
| | Vehicle interest, net | 286 |
| | 284 |
| | 289 |
| Vehicle interest, net | 344 |
| | 314 |
| | 286 |
|
| | Non-vehicle related depreciation and amortization | 259 |
| | 253 |
| | 218 |
| Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 259 |
|
| | Interest expense related to corporate debt, net: | | | | | | Interest expense related to corporate debt, net: | | | | | |
| | | Interest expense | 188 |
| | 203 |
| | 194 |
| | Interest expense | 178 |
| | 188 |
| | 188 |
|
| | | Early extinguishment of debt | 3 |
| | 27 |
| | 23 |
| | Early extinguishment of debt | 12 |
| | 19 |
| | 3 |
|
| | Restructuring and other related charges | 63 |
| | 29 |
| | 18 |
| Restructuring and other related charges | 80 |
| | 22 |
| | 63 |
|
| | Transaction-related costs, net | 23 |
| | 21 |
| | 68 |
| Transaction-related costs, net | 10 |
| | 20 |
| | 23 |
|
| | Impairment | 2 |
| | — |
| | — |
| Impairment | — |
| | — |
| | 2 |
|
| Total expenses | Total expenses | 8,637 |
| | 8,380 |
| | 8,120 |
| Total expenses | 8,885 |
| | 8,857 |
| | 8,637 |
|
| | | | | | | | | | | | | | | |
| Income before income taxes | Income before income taxes | 211 |
| | 279 |
| | 382 |
| Income before income taxes | 287 |
| | 267 |
| | 211 |
|
| Provision for (benefit from) income taxes | Provision for (benefit from) income taxes | (150 | ) | | 116 |
| | 69 |
| Provision for (benefit from) income taxes | (15 | ) | | 102 |
| | (150 | ) |
| | | | | | | | | | | | | |
| Net income | Net income | $ | 361 |
| | $ | 163 |
| | $ | 313 |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| | | | | | | | | | | | | |
| Earnings per share | Earnings per share | | | | | | Earnings per share | | | | | |
| | Basic | $ | 4.32 |
| | $ | 1.78 |
| | $ | 3.02 |
| Basic | $ | 4.01 |
| | $ | 2.08 |
| | $ | 4.32 |
|
| | Diluted | $ | 4.25 |
| | $ | 1.75 |
| | $ | 2.98 |
| Diluted | $ | 3.98 |
| | $ | 2.06 |
| | $ | 4.25 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| | | | | | | | | | | | | |
| Net income | Net income | $ | 361 |
| | $ | 163 |
| | $ | 313 |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| | | | | | | | | | | | | |
| Other comprehensive income (loss), net of tax | Other comprehensive income (loss), net of tax | | | | | | Other comprehensive income (loss), net of tax | | | | | |
| | Currency translation adjustments, net of tax of $33, $(9) and $(22), respectively | $ | 110 |
| | $ | 41 |
| | $ | (131 | ) | Currency translation adjustments, net of tax of $(6), $(8) and $33, respectively | $ | 12 |
| | $ | (81 | ) | | $ | 110 |
|
| | Available-for-sale securities: | | | | | | Available-for-sale securities: | | | | | |
| | | Net unrealized gains (losses) on available-for-sale securities, net of tax of $(1), $(1),and $1, respectively | 1 |
| | 1 |
| | (2 | ) | | Net unrealized gains (losses) on available-for-sale securities, net of tax of $0, $0, and $(1), respectively | — |
| | — |
| | 1 |
|
| | Cash flow hedges: | | | | | | Cash flow hedges: | | | | | |
| | | Net unrealized holding gains (losses), net of tax of $0, $(1), and $4, respectively | 1 |
| | — |
| | (6 | ) | | Net unrealized holding gains (losses), net of tax of $7, $0, and $0, respectively | (20 | ) | | (2 | ) | | 1 |
|
| | | Reclassification of cash flow hedges to earnings, net of tax of $(2), $(2) and $(3), respectively | 2 |
| | 4 |
| | 5 |
| | Reclassification of cash flow hedges to earnings, net of tax of $1, $1, and $(2), respectively | (3 | ) | | (2 | ) | | 2 |
|
| | Minimum pension liability adjustment: | | | | | | Minimum pension liability adjustment: | | | | | |
| | | Pension and post-retirement benefits, net of tax of $(4), $21 and $(1), respectively | 11 |
| | (57 | ) | | 6 |
| | Pension and post-retirement benefits, net of tax of $6, $6, and $(4), respectively | (20 | ) | | (23 | ) | | 11 |
|
| | | Reclassification of pension and post-retirement benefits to earnings, net of tax of $(3), $(2) and $(2), respectively | 5 |
| | 4 |
| | 3 |
| | Reclassification of pension and post-retirement benefits to earnings, net of tax of $(2), $(2), and $(3), respectively | 6 |
| | 5 |
| | 5 |
|
| | | 130 |
| | (7 | ) | | (125 | ) | | (25 | ) | | (103 | ) | | 130 |
|
| Total comprehensive income | Total comprehensive income | $ | 491 |
| | $ | 156 |
| | $ | 188 |
| Total comprehensive income | $ | 277 |
| | $ | 62 |
| | $ | 491 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
| | | | | December 31, | | December 31, |
| | | 2017 | | 2016 | | 2019 | | 2018 |
| Assets | Assets | | | | Assets | | | |
| Current assets: | Current assets: | | | | Current assets: | | | |
| | Cash and cash equivalents | $ | 611 |
| | $ | 490 |
| Cash and cash equivalents | $ | 686 |
| | $ | 615 |
|
| | Receivables (net of allowance for doubtful accounts of $36 and $38, respectively) | 922 |
| | 808 |
| Receivables (net of allowance for doubtful accounts of $52 and $39, respectively) | 911 |
| | 955 |
|
| | Other current assets | 533 |
| | 519 |
| Other current assets | 548 |
| | 604 |
|
| Total current assets | Total current assets | 2,066 |
| | 1,817 |
| Total current assets | 2,145 |
| | 2,174 |
|
| | | | | | | | | |
| Property and equipment, net | Property and equipment, net | 704 |
| | 685 |
| Property and equipment, net | 792 |
| | 736 |
|
| Operating lease right-of-use assets | | Operating lease right-of-use assets | 2,596 |
| | — |
|
| Deferred income taxes | Deferred income taxes | 931 |
| | 1,493 |
| Deferred income taxes | 1,662 |
| | 1,301 |
|
| Goodwill | Goodwill | 1,073 |
| | 1,007 |
| Goodwill | 1,101 |
| | 1,092 |
|
| Other intangibles, net | Other intangibles, net | 850 |
| | 870 |
| Other intangibles, net | 798 |
| | 825 |
|
| Other non-current assets | Other non-current assets | 196 |
| | 193 |
| Other non-current assets | 217 |
| | 242 |
|
| Total assets exclusive of assets under vehicle programs | Total assets exclusive of assets under vehicle programs | 5,820 |
| | 6,065 |
| Total assets exclusive of assets under vehicle programs | 9,311 |
| | 6,370 |
|
| | | | | | | | | |
| Assets under vehicle programs: | Assets under vehicle programs: | | | | Assets under vehicle programs: | | | |
| | Program cash | 283 |
| | 225 |
| Program cash | 211 |
| | 115 |
|
| | Vehicles, net | 10,626 |
| | 10,464 |
| Vehicles, net | 12,177 |
| | 11,474 |
|
| | Receivables from vehicle manufacturers and other | 547 |
| | 527 |
| Receivables from vehicle manufacturers and other | 778 |
| | 631 |
|
| | Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party | 423 |
| | 362 |
| Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party | 649 |
| | 559 |
|
| | | 11,879 |
| | 11,578 |
| | 13,815 |
| | 12,779 |
|
| Total assets | Total assets | $ | 17,699 |
| | $ | 17,643 |
| Total assets | $ | 23,126 |
| | $ | 19,149 |
|
| | | | | | | | | |
| Liabilities and stockholders’ equity | Liabilities and stockholders’ equity | | | | Liabilities and stockholders’ equity | | | |
| Current liabilities: | Current liabilities: | | | | Current liabilities: | | | |
| | Accounts payable and other current liabilities | $ | 1,619 |
| | $ | 1,488 |
| Accounts payable and other current liabilities | $ | 2,206 |
| | $ | 1,693 |
|
| | Short-term debt and current portion of long-term debt | 26 |
| | 279 |
| Short-term debt and current portion of long-term debt | 19 |
| | 23 |
|
| Total current liabilities | Total current liabilities | 1,645 |
| | 1,767 |
| Total current liabilities | 2,225 |
| | 1,716 |
|
| | | | | | | | | |
| Long-term debt | Long-term debt | 3,573 |
| | 3,244 |
| Long-term debt | 3,416 |
| | 3,528 |
|
| Long-term operating lease liabilities | | Long-term operating lease liabilities | 2,140 |
| | — |
|
| Other non-current liabilities | Other non-current liabilities | 717 |
| | 764 |
| Other non-current liabilities | 757 |
| | 767 |
|
| Total liabilities exclusive of liabilities under vehicle programs | Total liabilities exclusive of liabilities under vehicle programs | 5,935 |
| | 5,775 |
| Total liabilities exclusive of liabilities under vehicle programs | 8,538 |
| | 6,011 |
|
| | | | | | | | | |
| Liabilities under vehicle programs: | Liabilities under vehicle programs: | | | | Liabilities under vehicle programs: | | | |
| | Debt | 2,741 |
| | 2,183 |
| Debt | 3,132 |
| | 2,874 |
|
| | Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party | 6,480 |
| | 6,695 |
| Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party | 7,936 |
| | 7,358 |
|
| | Deferred income taxes | 1,594 |
| | 2,429 |
| Deferred income taxes | 2,189 |
| | 1,961 |
|
| | Other | 376 |
| | 340 |
| Other | 675 |
| | 531 |
|
| | | 11,191 |
| | 11,647 |
| | 13,932 |
| | 12,724 |
|
| | | | | | | | | |
| Commitments and contingencies (Note 14) |
| |
| |
| Commitments and contingencies (Note 15) | | Commitments and contingencies (Note 15) |
| |
|
| | | | | | | | | |
| Stockholders’ equity: | Stockholders’ equity: | | | | Stockholders’ equity: | | | |
| | Preferred stock, $.01 par value—authorized 10 shares; none issued and outstanding | — |
| | — |
| Preferred stock, $.01 par value—authorized 10 shares; none issued and outstanding | — |
| | — |
|
| | Common stock, $.01 par value—authorized 250 shares; issued 137 shares, respectively | 1 |
| | 1 |
| Common stock, $.01 par value—authorized 250 shares; issued 137 shares, respectively | 1 |
| | 1 |
|
| | Additional paid-in capital | 6,820 |
| | 6,918 |
| Additional paid-in capital | 6,741 |
| | 6,771 |
|
| | Accumulated deficit | (1,222 | ) | | (1,639 | ) | Accumulated deficit | (785 | ) | | (1,091 | ) |
| | Accumulated other comprehensive loss | (24 | ) | | (154 | ) | Accumulated other comprehensive loss | (157 | ) | | (133 | ) |
| | Treasury stock, at cost—56 and 51 shares, respectively | (5,002 | ) | | (4,905 | ) | Treasury stock, at cost—63 and 61 shares, respectively | (5,144 | ) | | (5,134 | ) |
| Total stockholders’ equity | Total stockholders’ equity | 573 |
| | 221 |
| Total stockholders’ equity | 656 |
| | 414 |
|
| Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | $ | 17,699 |
| | $ | 17,643 |
| Total liabilities and stockholders’ equity | $ | 23,126 |
| | $ | 19,149 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Operating activities | Operating activities | | | | | | Operating activities | | | | | |
| Net income | Net income | $ | 361 |
| | $ | 163 |
| | $ | 313 |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| | | Vehicle depreciation | 1,890 |
| | 1,974 |
| | 1,947 |
|
| | | Amortization of right-of-use assets | 989 |
| | — |
| | — |
|
| | Vehicle depreciation | 1,947 |
| | 1,877 |
| | 1,837 |
| (Gain) loss on sale of vehicles, net | (82 | ) | | (48 | ) | | 52 |
|
| | (Gain) loss on sale of vehicles, net | 52 |
| | (10 | ) | | (60 | ) | Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 259 |
|
| | Non-vehicle related depreciation and amortization | 259 |
| | 253 |
| | 218 |
| Deferred income taxes | (103 | ) | | 14 |
| | (192 | ) |
| | Deferred income taxes | (192 | ) | | 51 |
| | 58 |
| Stock-based compensation | 22 |
| | 24 |
| | 13 |
|
| | Stock-based compensation | 13 |
| | 27 |
| | 28 |
| Amortization of debt financing fees | 31 |
| | 28 |
| | 34 |
|
| | Amortization of debt financing fees | 34 |
| | 37 |
| | 42 |
| Early extinguishment of debt costs | 12 |
| | 19 |
| | 3 |
|
| | Early extinguishment of debt costs | 3 |
| | 27 |
| | 23 |
| Net change in assets and liabilities: | | | | | |
| | Net change in assets and liabilities: | | | | | | | Receivables | 10 |
| | (44 | ) | | (59 | ) |
| | | Receivables | (59 | ) | | (65 | ) | | (42 | ) | | Income taxes | (5 | ) | | 35 |
| | (16 | ) |
| | | Income taxes | (16 | ) | | 5 |
| | (18 | ) | | Accounts payable and other current liabilities | 84 |
| | 48 |
| | 49 |
|
| | | Accounts payable and other current liabilities | 49 |
| | 2 |
| | (36 | ) | Operating lease liabilities | (981 | ) | | — |
| | — |
|
| | Other, net | 197 |
| | 273 |
| | 264 |
| Other, net | 154 |
| | 138 |
| | 197 |
|
| Net cash provided by operating activities | Net cash provided by operating activities | 2,648 |
| | 2,640 |
| | 2,627 |
| Net cash provided by operating activities | 2,586 |
| | 2,609 |
| | 2,648 |
|
| | | | | | | | | | | | | |
| Investing activities | Investing activities | | | | | | Investing activities | | | | | |
| Property and equipment additions | Property and equipment additions | (197 | ) | | (190 | ) | | (199 | ) | Property and equipment additions | (250 | ) | | (231 | ) | | (197 | ) |
| Proceeds received on asset sales | Proceeds received on asset sales | 8 |
| | 19 |
| | 15 |
| Proceeds received on asset sales | 11 |
| | 17 |
| | 8 |
|
| Net assets acquired (net of cash acquired) | Net assets acquired (net of cash acquired) | (21 | ) | | (55 | ) | | (256 | ) | Net assets acquired (net of cash acquired) | (77 | ) | | (91 | ) | | (21 | ) |
| Other, net | Other, net | 5 |
| | 1 |
| | 3 |
| Other, net | 81 |
| | (44 | ) | | 5 |
|
| Net cash used in investing activities exclusive of vehicle programs | Net cash used in investing activities exclusive of vehicle programs | (205 | ) | | (225 | ) | | (437 | ) | Net cash used in investing activities exclusive of vehicle programs | (235 | ) | | (349 | ) | | (205 | ) |
| | | | | | | | | | | | | |
| Vehicle programs: | Vehicle programs: | | | | | | Vehicle programs: | | | | | |
| | Investment in vehicles | (11,538 | ) | | (12,461 | ) | | (11,928 | ) | Investment in vehicles | (12,887 | ) | | (12,589 | ) | | (11,538 | ) |
| | Proceeds received on disposition of vehicles | 9,600 |
| | 10,504 |
| | 9,680 |
| Proceeds received on disposition of vehicles | 10,460 |
| | 9,648 |
| | 9,600 |
|
| | Investment in debt securities of Avis Budget Rental Car Funding (AESOP)—related party | (61 | ) | | — |
| | — |
| Investment in debt securities of Avis Budget Rental Car Funding (AESOP)—related party | (251 | ) | | (188 | ) | | (61 | ) |
| | | (1,999 | ) | | (1,957 | ) | | (2,248 | ) | Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP)—related party | 161 |
| | 52 |
| | — |
|
| | | | (2,517 | ) | | (3,077 | ) | | (1,999 | ) |
| Net cash used in investing activities | Net cash used in investing activities | (2,204 | ) | | (2,182 | ) | | (2,685 | ) | Net cash used in investing activities | (2,752 | ) | | (3,426 | ) | | (2,204 | ) |
| | | | | | | | | | | | | |
| Financing activities | Financing activities | | | | | | Financing activities | | | | | |
| Proceeds from long-term borrowings | Proceeds from long-term borrowings | 589 |
| | 894 |
| | 377 |
| Proceeds from long-term borrowings | 402 |
| | 485 |
| | 589 |
|
| Payments on long-term borrowings | Payments on long-term borrowings | (602 | ) | | (847 | ) | | (301 | ) | Payments on long-term borrowings | (509 | ) | | (515 | ) | | (602 | ) |
| Net change in short-term borrowings | Net change in short-term borrowings | (4 | ) | | 4 |
| | (22 | ) | Net change in short-term borrowings | (1 | ) | | (4 | ) | | (4 | ) |
| Debt financing fees | Debt financing fees | (9 | ) | | (20 | ) | | (7 | ) | Debt financing fees | (7 | ) | | (15 | ) | | (9 | ) |
| Repurchases of common stock | Repurchases of common stock | (210 | ) | | (398 | ) | | (436 | ) | Repurchases of common stock | (67 | ) | | (216 | ) | | (210 | ) |
| Other, net | Other, net | 1 |
| | — |
| | (7 | ) | Other, net | — |
| | 3 |
| | 1 |
|
| Net cash used in financing activities exclusive of vehicle programs | Net cash used in financing activities exclusive of vehicle programs | (235 | ) | | (367 | ) | | (396 | ) | Net cash used in financing activities exclusive of vehicle programs | (182 | ) | | (262 | ) | | (235 | ) |
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Vehicle programs: | Vehicle programs: | | | | | | Vehicle programs: | | | | | |
| | Proceeds from borrowings | 17,212 |
| | 15,769 |
| | 14,138 |
| Proceeds from borrowings | 19,869 |
| | 17,339 |
| | 17,212 |
|
| | Payments on borrowings | (17,269 | ) | | (15,826 | ) | | (13,648 | ) | Payments on borrowings | (19,346 | ) | | (16,385 | ) | | (17,269 | ) |
| | Debt financing fees | (16 | ) | | (25 | ) | | (22 | ) | Debt financing fees | (23 | ) | | (25 | ) | | (16 | ) |
| | | (73 | ) | | (82 | ) | | 468 |
| | 500 |
| | 929 |
| | (73 | ) |
| Net cash (used in) provided by financing activities | (308 | ) | | (449 | ) | | 72 |
| |
| Net cash provided by (used in) financing activities | | Net cash provided by (used in) financing activities | 318 |
| | 667 |
| | (308 | ) |
| | | | | | | | | | | | | |
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | 45 |
| | (6 | ) | | (50 | ) | Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | 13 |
| | (16 | ) | | 45 |
|
| | | | | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | Net increase (decrease) in cash and cash equivalents, program and restricted cash | 181 |
| | 3 |
| | (36 | ) | Net increase (decrease) in cash and cash equivalents, program and restricted cash | 165 |
| | (166 | ) | | 181 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | Cash and cash equivalents, program and restricted cash, beginning of period | 720 |
| | 717 |
| | 753 |
| Cash and cash equivalents, program and restricted cash, beginning of period | 735 |
| | 901 |
| | 720 |
|
| Cash and cash equivalents, program and restricted cash, end of period | Cash and cash equivalents, program and restricted cash, end of period | $ | 901 |
| | $ | 720 |
| | $ | 717 |
| Cash and cash equivalents, program and restricted cash, end of period | $ | 900 |
| | $ | 735 |
| | $ | 901 |
|
| | | | | | | | | | | | | |
| Supplemental disclosure | Supplemental disclosure | | | | | | Supplemental disclosure | | | | | |
| Interest payments | Interest payments | $ | 460 |
| | $ | 461 |
| | $ | 454 |
| Interest payments | $ | 509 |
| | $ | 497 |
| | $ | 460 |
|
| Income tax payments, net | Income tax payments, net | $ | 58 |
| | $ | 60 |
| | $ | 29 |
| Income tax payments, net | $ | 93 |
| | $ | 53 |
| | $ | 58 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
| | | | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Total Stockholders’ Equity | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Total Stockholders’ Equity |
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | |
| Balance at January 1, 2015 | 137.1 |
| | $ | 1 |
| | $ | 7,212 |
| | $ | (2,115 | ) | | $ | (22 | ) | | (31.4 | ) | | $ | (4,411 | ) | | $ | 665 |
| |
| Balance at January 1, 2017 | | 137.1 |
| | $ | 1 |
| | $ | 6,918 |
| | $ | (1,639 | ) | | $ | (154 | ) | | (51.1 | ) | | $ | (4,905 | ) | | $ | 221 |
|
| | | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | | — |
| | — |
| | — |
| | 56 |
| | — |
| | — |
| | — |
| | 56 |
|
| | | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | | |
| Net income | | — |
| | — |
| | — |
| | 361 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | 130 |
| | — |
| | — |
| | |
| | | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | | 491 |
|
| | | | | | | | | | | | | | | | | |
| Non-controlling interest | | — |
| | — |
| | 1 |
| | — |
| | — |
| | — |
| | — |
| | 1 |
|
| Net activity related to restricted stock units | | — |
| | — |
| | (50 | ) | | — |
| | — |
| | 0.4 |
| | 54 |
| | 4 |
|
| Exercise of stock options | | — |
| | — |
| | (48 | ) | | — |
| | — |
| | 0.5 |
| | 48 |
| | — |
|
| Activity related to employee stock purchase plan | | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | | — |
| | — |
| | — |
| | — |
| | — |
| | (6.1 | ) | | (200 | ) | | (200 | ) |
| | | | | | | | | | | | | | | | | |
| Balance at December 31, 2017 | | 137.1 |
| | $ | 1 |
| | $ | 6,820 |
| | $ | (1,222 | ) | | $ | (24 | ) | | (56.3 | ) | | $ | (5,002 | ) | | $ | 573 |
|
| | | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | | — |
| | — |
| | — |
| | (34 | ) | | (6 | ) | | — |
| | — |
| | (40 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 313 |
| | — |
| | — |
| | — |
| | | — |
| | — |
| | — |
| | 165 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive loss | — |
| | — |
| | — |
| | — |
| | (125 | ) | | — |
| | — |
| | | — |
| | — |
| | — |
| | — |
| | (103 | ) | | — |
| | — |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 188 |
| | | | | | | | | | | | | | | 62 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net activity related to restricted stock units | — |
| | — |
| | (191 | ) | | — |
| | — |
| | 0.9 |
| | 178 |
| | (13 | ) | — |
| | — |
| | (31 | ) | | — |
| | — |
| | 0.5 |
| | 48 |
| | 17 |
|
| Exercise of stock options | — |
| | — |
| | (3 | ) | | — |
| | — |
| | — |
| | 3 |
| | — |
| — |
| | — |
| | (17 | ) | | — |
| | — |
| | 0.2 |
| | 19 |
| | 2 |
|
| Change in excess tax benefit on equity awards | — |
| | — |
| | (7 | ) | | — |
| | — |
| | — |
| | — |
| | (7 | ) | |
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
| — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (8.8 | ) | | (394 | ) | | (394 | ) | — |
| | — |
| | — |
| | — |
| | — |
| | (5.9 | ) | | (200 | ) | | (200 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2015 | 137.1 |
| | $ | 1 |
| | $ | 7,010 |
| | $ | (1,802 | ) | | $ | (147 | ) | | (39.3 | ) | | $ | (4,623 | ) | | $ | 439 |
| |
| Balance at December 31, 2018 | | 137.1 |
| | $ | 1 |
| | $ | 6,771 |
| | $ | (1,091 | ) | | $ | (133 | ) | | (61.5 | ) | | $ | (5,134 | ) | | $ | 414 |
|
| | | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | | — |
| | — |
| | — |
| | 4 |
| | 1 |
| | — |
| | — |
| | 5 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 163 |
| | — |
| | — |
| | — |
| | | — |
| | — |
| | — |
| | 302 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive loss | — |
| | — |
| | — |
| | — |
| | (7 | ) | | — |
| | — |
| | | — |
| | — |
| | — |
| | — |
| | (25 | ) | | — |
| | — |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 156 |
| | | | | | | | | | | | | | | 277 |
|
| | | | | | | | | | | | | | | | | |
| Non-controlling interest | — |
| | — |
| | 5 |
| | — |
| | — |
| | — |
| | — |
| | 5 |
| |
| Net activity related to restricted stock units | — |
| | — |
| | (89 | ) | | — |
| | — |
| | 0.5 |
| | 104 |
| | 15 |
| |
| Exercise of stock options | — |
| | — |
| | (2 | ) | | — |
| | — |
| | — |
| | 2 |
| | — |
| |
| Change in excess tax benefit on equity awards | — |
| | — |
| | (5 | ) | | — |
| | — |
| | — |
| | — |
| | (5 | ) | |
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 2 |
| | 1 |
| |
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (12.3 | ) | | (390 | ) | | (390 | ) | |
| | | | | | | | | | | | | | | | | |
| Balance at December 31, 2016 | 137.1 |
| | $ | 1 |
| | $ | 6,918 |
| | $ | (1,639 | ) | | $ | (154 | ) | | (51.1 | ) | | $ | (4,905 | ) | | $ | 221 |
| |
| | | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | — |
| | — |
| | — |
| | 56 |
| | — |
| | — |
| | — |
| | 56 |
| |
| | | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 361 |
| | — |
| | — |
| | — |
| | | |
| Other comprehensive income | — |
| | — |
| | — |
| | — |
| | 130 |
| | — |
| | — |
| | | |
| | | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 491 |
| |
| Non-controlling interest | — |
| | — |
| | 1 |
| | — |
| | — |
| | — |
| | — |
| | 1 |
| |
| Net activity related to restricted stock units | — |
| | — |
| | (50 | ) | | — |
| | — |
| | 0.4 |
| | 54 |
| | 4 |
| — |
| | — |
| | (24 | ) | | — |
| | — |
| | 0.4 |
| | 46 |
| | 22 |
|
| Exercise of stock options | — |
| | — |
| | (48 | ) | | — |
| | — |
| | 0.5 |
| | 48 |
| | — |
| — |
| | — |
| | (5 | ) | | — |
| | — |
| | 0.1 |
| | 5 |
| | — |
|
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
| — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (6.1 | ) | | (200 | ) | | (200 | ) | — |
| | — |
| | — |
| | — |
| | — |
| | (2.2 | ) | | (62 | ) | | (62 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2017 | 137.1 |
| | $ | 1 |
| | $ | 6,820 |
| | $ | (1,222 | ) | | $ | (24 | ) | | (56.3 | ) | | $ | (5,002 | ) | | $ | 573 |
| |
| Balance at December 31, 2019 | | 137.1 |
| | $ | 1 |
| | $ | 6,741 |
| | $ | (785 | ) | | $ | (157 | ) | | (63.2 | ) | | $ | (5,144 | ) | | $ | 656 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)
Avis Budget Group, Inc. provides vehicle rental and other mobility solutions to businesses and consumers worldwide. The accompanying Consolidated 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, the “Company”).
The Company operates 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 the Company does not operate directly. |
| |
| • | International—consisting primarily of (i) vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly. |
Americas—consisting primarily of (i) vehicle rental operations in North America, South America, Central America and the Caribbean, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly.
International—consisting primarily of (i) vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly.
The Company has completed the business acquisitions discussed in Note 56 to these Consolidated Financial Statements. The operating results of the acquired businesses are included in the accompanying Consolidated Financial Statements from the dates of acquisition.
The Company presents separately the financial data of its vehicle programs. These programs are distinct from the Company’s 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 the Company’s vehicle programs. The Company believes it is appropriate to segregate the financial data of its vehicle programs because, ultimately, the source of repayment of such debt is the realization of such assets.
| |
| 2. | Summary of Significant Accounting Policies |
Accounting Principles of Consolidation
The Company’s Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation
The Consolidated Financial Statements and include the accounts of the Company and all entities in which it has a direct or indirect controlling financial interest and variable interest entities for which the Company has determined it is the primary beneficiary. Intercompany transactions have been eliminated in consolidation.
Reclassifications
Certain reclassifications have been made to prior years’ Consolidated Financial Statements to conform to the current year presentation. These reclassifications have no impact on reported net income (see “Adoption of New Accounting Pronouncements” below).
Use of Estimates and Assumptions
The use of estimates and assumptions as determined by management is required in the preparation of the Consolidated Financial Statements in conformity with GAAP. These estimates are based on management’s evaluation of historical trends and other information available when the Consolidated Financial Statements are prepared and may affect the amounts reported and related disclosures. Actual results could differ from those estimates.
Revenue Recognition
The Company derives revenuerevenues primarily through the operation and licensing of its rental systems and by providing vehicle rentals and other related products and mobility services to businesscommercial and leisure travelerscustomers, as well as through licensing of its rental brands. Other related products and others. Other revenue includesmobility services include sales of collision and loss damage waivers under which a customer is relieved from financial responsibility arising from vehicle damage incurred during the rental; products and insurance products, fuel andservices for driving convenience such as fuel service charges,options, chauffeur drive services, roadside safety net, electronic toll collection, tablet rentals, access to satellite radio, portable navigation
units and child safety seat rentals; and rentals of other supplemental items. Revenue isitems including automobile towing equipment and other moving accessories and supplies. The Company also receives payment from customers for certain operating expenses that it incurs, including airport concession fees that are paid by the Company in exchange for the right to operate at airports and other locations, as well as vehicle licensing fees. In addition, the Company collects membership fees in connection with its car sharing business.
Prior to January 1, 2018, the Company recognized revenue when persuasive evidence of an arrangement exists,existed, the services havehad been rendered to customers,the customer, the pricing iswas fixed orand determinable and collection iswas reasonably assured.
Vehicle rental and rental-related revenue iswas recognized over the period the vehicle was rented.
Beginning January 1, 2018, the Company recognized revenue when obligations under the terms of a contract with the customer were satisfied; generally this occurred evenly over the contract (over time); when control of the promised products or services was transferred to the customer. Revenue was measured as the amount of consideration the Company expected to be entitled to receive in exchange for transferring products or services. Certain customers may have received cash-based rebates, which were accounted for as variable consideration. The Company estimated these rebates based on the expected amount to be provided to customers and reduced revenue recognized. Vehicle rental and rental-related revenues were recognized evenly over the period of rental.
Beginning January 1, 2019, the Company combines all lease and nonlease components of its vehicle rental contracts for which the timing and pattern of transfer are the same and the lease component meets the classification of an operating lease. Vehicle rentals and other related products and mobility services are recognized evenly over the period of rental, which is rented. on average four days. (See Note 3–Leases).
Licensing revenuerevenues principally consistsconsist of royalties paid by the Company’s licensees and isare recorded within other revenues as the licensees’ revenue isrevenues are earned (over the rental period of a vehicle)period). The Company renews license agreements in the normal course of business and occasionally terminates, purchases or sells license agreements. In connection with ongoing fees that the Company receives from its licensees pursuant to license agreements, the Company is required to provide certain services, such as training, marketing and the operation of reservation systems. Revenue
The Company excludes from the measurement of its transaction price any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. As a result, revenue is recorded net of such taxes collected. Revenues and expenses associated with gasoline, airport concessions and vehicle licensing and airport concessions are recorded on a gross basis within revenuerevenues and operating expenses. Membership fees related to the Company’s car sharing business are generally nonrefundable, are deferred and recognized ratably over the period of membershipmembership.
For year ended December 31, 2018, the Company’s revenues were recognized in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” Effective January 1, 2019, revenues are recognized under ASU 2016-02, “Leases (Topic 842),” with the exception of royalty fee revenue derived from the Company licensees and revenue related to the Company’s customer loyalty program, which were approximately $144 million for the year ended December 31, 2019.
The following table presents the Company’s revenues disaggregated by geography.
|
| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Americas | $ | 6,352 |
| | $ | 6,186 |
|
| Europe, Middle East and Africa | 2,222 |
| | 2,314 |
|
| Asia and Australasia | 598 |
| | 624 |
|
| Total revenues | $ | 9,172 |
| | $ | 9,124 |
|
The following table presents the Company’s revenues disaggregated by brand.
|
| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Avis | $ | 5,250 |
| | $ | 5,266 |
|
| Budget | 3,179 |
| | 3,057 |
|
| Other | 743 |
| | 801 |
|
| Total revenues | $ | 9,172 |
| | $ | 9,124 |
|
________
Other includes Zipcar and other operating brands.
Deferred Revenue
The Company records deferred revenues when cash payments are received in advance of satisfying its performance obligations, including amounts that are refundable. In addition, certain customers earn loyalty points on rentals, for which the Company defers a portion of its rental revenues generally equivalent to the estimated retail value of points expected to be redeemed. The Company estimates points that will never be redeemed based upon actual redemption and expiration patterns. Currently loyalty points expire after 12 months of member inactivity. Future changes to expiration assumptions or expiration policy, or to program rules, may result in changes to deferred revenue as well as recognized revenues from the program.
The following table presents changes in deferred revenue associated with the Company’s customer loyalty program.
|
| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Balance, January 1 | $ | 64 |
| | $ | 69 |
|
| Revenue deferred | 17 |
| | 14 |
|
| Revenue recognized | (22 | ) | | (19 | ) |
| Balance, December 31 | $ | 59 |
| | $ | 64 |
|
_______
At December 31, 2019 and 2018, $22 million and $18 million was included in accounts payable and other current liabilities, respectively, and $37 million and $46 million, respectively, in other non-current liabilities. Non-current amounts are expected to be recognized as revenue within two to three years.
At January 1, 2018, the Consolidated Balance Sheets.Company’s prepaid rentals and membership fees related to its car sharing business were $125 million. During the year ended December 31, 2018, additional revenues of $1,968 million were deferred and revenues of $1,970 million were recognized. At December 31, 2018, the ending prepaid rentals and car sharing membership fees were $123 million, of which $122 million was included in accounts payable and other current liabilities and $1 million was included in other non-current liabilities.
Currency Translation
Assets and liabilities of foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the prevailing monthly average rate of exchange. The related translation adjustments are reflected in accumulated other comprehensive income (loss) in the stockholders’ equity section of the Consolidated Balance Sheets and in the Consolidated Statements of Comprehensive Income. The accumulated currency translation adjustment as of December 31, 20172019 and 20162018 was a gain of $719 million and $(39)a loss of $3 million, respectively. The Company has designated its euro-denominated Notes as a hedge of its investment in euro-denominated foreign operations and, accordingly, records the effective portion of gains or losses on this net investment hedge in accumulated other comprehensive income (loss) as part of currency translation adjustments.
Cash and Cash Equivalents, Program Cash and Restricted Cash
The Company considers highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Program cash primarily represents amounts specifically designated to purchase assets under vehicle programs and/or to repay the related debt, as such the Company considers it a restricted cash equivalent. The following table provides a detail of cash and cash equivalents, program and restricted cash reported within the Consolidated Balance Sheets to the amounts shown in the Consolidated Statements of Cash Flows:
|
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Cash and cash equivalents | $ | 686 |
| | $ | 615 |
|
| Program cash | 211 |
| | 115 |
|
Restricted cash (a) | 3 |
| | 5 |
|
| Total cash and cash equivalents, program and restricted cash | $ | 900 |
| | $ | 735 |
|
_________
| |
(a) | Included within other current assets. |
Property and Equipment
Property and equipment (including leasehold improvements) are stated at cost, net of accumulated depreciation and amortization. Depreciation (non-vehicle related) is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leaseholdLeasehold improvements is computed utilizing the straight-line methodare amortized over the estimated benefit periodshorter of the related assets, which may not exceed 20 years,term of the lease or the lease term, if shorter.estimated useful lives of the improvements. Useful lives are as follows:
|
| |
| Buildings | 30 years |
| Furniture, fixtures & equipment | 3 to 10 years |
| Capitalized software | 3 to 7 years |
| Buses and support vehicles | 4 to 15 years |
The Company capitalizes the costs of software developed for internal use when the preliminary project stage is completed and management (i) commits to funding the project and (ii) believes it is probable that the project will be completed and the software will be used to perform the function intended. The software developed or obtained for internal use is amortized on a straight-line basis commencing when such software is ready for its intended use. The net carrying value of software developed or obtained for internal use was $196261 million and $184188 million as of December 31, 20172019 and 2016,2018, respectively.
Goodwill and Other Intangible Assets
Goodwill represents the excess, if any, of the fair value of the consideration transferred by the acquirer and the fair value of any non-controlling interest remaining in the acquiree, if any, over the fair values of the identifiable net assets acquired. The Company does not amortize goodwill, but assesses it for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amounts of their respective reporting units exceed their fair values. The Company performs its annual impairment assessment in the fourth quarter of each year at the reporting unit level. The Company assesses goodwill for such impairment by comparing the carrying value of each reporting unit to its fair value using the present value of expected future cash flows. When appropriate, comparative market multiples and other factors are used to corroborate the discounted cash flow results.
Other intangible assets, primarily trademarks, with indefinite lives are not amortized but are evaluated annually for impairment and whenever events or changes in circumstances indicate that the carrying amount of this asset may exceed its fair value. If the carrying value of an other intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Other intangible assets with finite lives are amortized over their estimated useful lives and are evaluated each reporting period to determine if circumstances warrant a revision to these lives.
Impairment of Long-Lived Assets
The Company is required to assess long-lived assets for impairment whenever circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the undiscounted expected future cash flows to be generated from such assets. Property and equipment is evaluated separately at the lowest level of identifiable cash flows. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value.
Program Cash
Program cash primarily represents amounts specifically designated to purchase assets under vehicle programs and/or to repay the related debt.
Vehicles
Vehicles are stated at cost, net of accumulated depreciation. The initial cost of the vehicles is recorded net of incentives and allowances from manufacturers. The Company acquires a portion of its rental vehicles pursuant to repurchase and guaranteed depreciation programs established by automobile manufacturers. Under these programs, the manufacturers agree to repurchase vehicles at a specified price and date, or guarantee the depreciation rate for a specified period of time, subject to certain eligibility criteria (such as car condition and mileage requirements). The Company depreciates vehicles such that the net book value on the date of return to the manufacturers is intended to equal the contractual guaranteed residual values, thereby minimizing any gain or loss.
Rental vehicles acquired outside of manufacturer repurchase and guaranteed depreciation programs are depreciated based upon their estimated residual values at their expected dates of disposition, after giving effect to anticipated conditions in the used car market. Any adjustments to depreciation are made prospectively.
The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as expected used vehicle auction market conditions. The Company periodicallyregularly evaluates estimated residual values and adjusts depreciation rates as appropriate. Differences between actual residual values and those estimated result in a gain or loss on disposal and are recorded as part of vehicle depreciation at the time of sale. Vehicle-related interest expense amounts are net of vehicle-related interest income of $15 million, $15 million and $8 million, $18 million for 2019, 2018 and $13 million for 2017, 2016 and 2015, respectively.
Advertising Expenses
Advertising costs are generally expensed in the period incurred. Advertising expenses,incurred and are recorded within selling, general and administrative expense on ourin the Company’s Consolidated Statements of Operations, include
television, printOperations. During 2019, 2018 and 2017, advertising travel partner rewards programs, Internet and email advertising, social media, wireless mobile device applications and other advertising and promotions andcosts were approximately $121 million, $116 million and $111 million, $127 million and $123 million in 2017, 2016 and 2015, respectively.
Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In the fourth quarter of 2017, the U.S. enacted Public Law 115-97, commonly referred to as the U.S. Tax Reform Act (the “Tax Act”), which included a change in the U.S. federal corporate income tax rate. For more information regarding the accounting for the effects of the Tax Cuts and Jobs Act (the “Tax Act”), see Note 8-Income9-Income Taxes. As a result of the provisions of the Tax Act, the Company accounts for Global Intangible Low-Taxed Income (“GILTI”) as a component of current period income tax expense in the year incurred.
The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. In the event the Company were to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes.
The Company reports revenues net of any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction between a seller and a customer.
Fair Value MeasurementsAdoption of New Accounting Pronouncements
The Company measures fair valueFor a description of assets and liabilities and discloses the source for such fair value measurements. Financial assets and liabilities are classified as follows: Level 1, which refers to assets and liabilities valued using quoted prices from active markets for identical assets or liabilities; Level 2, which refers to assets and liabilities for which significant other observable market inputs are readily available; and Level 3, which are valued based on significant unobservable inputs.
The fair valueour adoption of the Company’s financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market (Level 1 inputs). In some cases where quoted market prices are not available, prices are derived by considering the yield of the benchmark security that was issued to initially price the instruments and adjusting this rate by the credit spread that market participants would demand for the instruments as of the measurement date (Level 2 inputs). In situations where long-term borrowings are part of a conduit facility backed by short-term floating rate debt, the Company has determined that its carrying value approximates the fair value of this debt (Level 2 inputs). The carrying amounts of cash and cash equivalents, available-for-sale securities, accounts receivable, program cash and accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these assets and liabilities.
The Company’s derivative assets and liabilities consist principally of currency exchange contracts, interest rate swaps, interest rate caps and commodity contracts, and are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using internal valuation techniques, as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivativenew accounting pronouncements and the natureimpact thereof on our business, see Note 2 to our Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
For a description of recently issued accounting pronouncements and the underlying exposure. The Company principally uses discounted cash flowsimpact thereof on our business, see Note 2 to value these instruments. These models take into accountour Consolidated Financial Statements.
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| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are exposed to a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves of the Company and counterparties, credit curves, counterparty creditworthiness and commodity prices. These factors are applied on a consistent basis and are based upon observable inputs where available.
Derivative Instruments
Derivative instruments are used as part of the Company’s overall strategy to manage exposure to market risks, associated with fluctuationsincluding changes in currency exchange rates, interest rates and gasoline costs. Asprices. We manage our exposure to market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments, particularly currency forward contracts to manage and reduce currency exchange rate risk; swap contracts, futures and options contracts, to manage and reduce the interest rate risk related to our debt; and derivative commodity instruments to manage and reduce the risk of changing unleaded gasoline prices.
We are exclusively an end user of these instruments. We do not engage in trading, market-making or other speculative activities in the derivatives markets. We manage our exposure to counterparty credit risk related to our use of derivatives through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. Our counterparties are substantial investment and commercial banks with significant experience providing such derivative instruments.
Our total market risk is influenced by a matterwide variety of policy, derivativesfactors including the volatility present within the markets and the liquidity of the markets. There are certain limitations inherent in the sensitivity analyses discussed below. These “shock tests” are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled. For additional information regarding our borrowings and financial instruments, see Notes 13, 14 and 19 to our Consolidated Financial Statements.
Currency Risk Management
We have exposure to currency exchange rate fluctuations worldwide and particularly with respect to the Australian, Canadian and New Zealand dollars, the euro and British pound sterling. We use currency forward contracts and currency swap contracts to manage exchange rate risk that arises from certain intercompany transactions and from non-functional currency denominated assets and liabilities and earnings denominated in non-U.S. dollar currencies. Our currency forward contracts are often not used for trading or speculative purposes.
All derivatives are recorded at fair value eitherdesignated as assets or liabilities. Changeshedges and therefore changes in the fair value of these derivatives not designated as hedging instruments are recognized currently in earnings withinas they occur. We anticipate that such currency exchange rate risk will remain a market risk exposure for the same line itemforeseeable future.
We assess our market risk based on changes in currency exchange rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on earnings, cash flows and fair values based on a hypothetical 10% appreciation or depreciation in the value of the underlying currencies being hedged, against the U.S. dollar at December 31, 2019. With all other variables held constant, a hypothetical 10% change (increase or decrease) in currency exchange rates would not have a material impact on our 2019 earnings. Because unrealized gains or losses related to foreign currency forward and swap contracts are expected to be offset by corresponding gains or losses on the underlying exposures being hedged, when combined, these foreign currency contracts and the offsetting underlying commitments do not create a material impact on our Consolidated Financial Statements.
Interest Rate Risk Management
Our primary interest rate exposure at December 31, 2019 was interest rate fluctuations in the U.S., specifically LIBOR and commercial paper interest rates due to their impact on variable rate borrowings and other interest rate sensitive liabilities. We use interest rate swaps and caps to manage our exposure to interest rate movements. We anticipate that LIBOR and commercial paper rates will remain a primary market risk exposure for the foreseeable future.
We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. Based on our interest rate exposures and derivatives as of December 31, 2019, we estimate that a 10% change in interest rates would not have a material impact on our 2019 earnings. Because gains or losses related to interest rate derivatives are expected to be offset by corresponding gains or losses on the underlying exposures being hedged, item. when combined, these interest rate contracts and the offsetting underlying commitments do not create a material impact on our Consolidated Financial Statements.
Commodity Risk Management
We have commodity price exposure related to fluctuations in the price of gasoline. We anticipate that such commodity risk will remain a market risk exposure for the foreseeable future. We determined that a hypothetical 10% change in the price of gasoline would not have a material impact on our earnings as of December 31, 2019.
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| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See Consolidated Financial Statements and Consolidated Financial Statement Index commencing on Page F-1 hereof.
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|
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
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| ITEM 9A. CONTROLS AND PROCEDURES |
| |
| (a) | Disclosure Controls and Procedures. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. |
| |
| (b) | Management’s Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in InternalControl - Integrated Framework (2013). Based on this assessment, our management believes that, as of December 31, 2019, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their attestation report is included below. |
| |
| (c) | Changes in Internal Control Over Financial Reporting. During the fiscal quarter to which this report relates, there has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Avis Budget Group, Inc.
Parsippany, New Jersey
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2019 of the Company and our report dated February 20, 2020 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
Basis for Opinion
The Company's management is responsible for maintaining effective portioninternal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in fair valueconditions, or that the degree of a derivative that is designated as either a cash flow or net investment hedge is recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is recognized in earnings within the same line item as the hedged item, including vehicle interest, net or interest related to corporate debt, net. Amounts included in accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged item affects earnings. Amounts related to our derivative instruments are recognized in the Consolidated Statements of Cash Flows consistentcompliance with the naturepolicies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 20, 2020
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| ITEM 9B. OTHER INFORMATION |
None.
PART III
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| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the hedged item (principally operating activities).
Currency Transactions
Currency gains and losses resulting from foreign currency transactions are generally included in operating expensesSEC pursuant to Regulation 14A within the Consolidated Statement of Operations; however, the net gain or loss of currency transactions on intercompany loans and the unrealized gain or loss on intercompany loan hedges are included within interest expense related to corporate debt, net. During120 days after December 31, 2017,2019.
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| ITEM 11. EXECUTIVE COMPENSATION |
The information required by this Item is incorporated by reference from our definitive proxy statement for the Company recorded a gain2020 Annual Meeting of $3 millionStockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
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| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
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| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
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| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
PART IV
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| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
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| ITEM 15(A)(1). FINANCIAL STATEMENTS |
See Consolidated Financial Statements and duringConsolidated Financial Statements Index commencing on page F-1 hereof.
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| ITEM 15(A)(2). FINANCIAL STATEMENT SCHEDULES |
See Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 20162019, 2018 and 2015,2017 commencing on page G-1 hereof.
See Exhibit Index commencing on page H-1 hereof.
SIGNATURES
Pursuant to the Company recorded lossesrequirements of $6 millionSection 13 or 15(d) 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.
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| | | |
| AVIS BUDGET GROUP, INC. |
| | |
| By: | /s/ CATHLEEN DEGENOVA |
| | Cathleen DeGenova |
| Vice President and Chief Accounting Officer |
| Date: | February 20, 2020 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and $11 million, respectively,in the capacities and on such items.the dates indicated. Self-Insurance Reserves |
| | | | |
| | | | |
| Signature | | Title | | Date |
| | |
| /s/ JOSEPH A. FERRARO | | Interim President and Chief Executive Officer | | February 20, 2020 |
| (Joseph A. Ferraro) | | | |
| | |
| /s/ JOHN F. NORTH, III | | Executive Vice President and Chief Financial Officer | | February 20, 2020 |
| (John F. North, III) | | |
| | | | |
| /s/ CATHLEEN DEGENOVA | | Vice President and Chief Accounting Officer | | February 20, 2020 |
| (Cathleen DeGenova) | | | |
| | |
| /s/ BRIAN CHOI | | Director | | February 20, 2020 |
| (Brian Choi) | | | |
| | | | |
| /s/ MARY C. CHOKSI | | Director | | February 20, 2020 |
| (Mary C. Choksi) | | | |
| | |
| /s/ LEONARD S. COLEMAN, JR. | | Director | | February 20, 2020 |
| (Leonard S. Coleman, Jr.) | | | |
| | |
| /s/ JEFFREY H. FOX | | Director | | February 20, 2020 |
| (Jeffrey H. Fox) | | | |
| | |
| /s/ BERNARDO HEES | | Chairman of the Board of Directors | | February 20, 2020 |
| (Bernardo Hees) | | | |
| | |
| /s/ LYNN KROMINGA | | Director | | February 20, 2020 |
| (Lynn Krominga) | | | |
| | |
| /s/ GLENN LURIE | | Director | | February 20, 2020 |
| (Glenn Lurie) | | | |
| | |
| /s/ JAGDEEP PAHWA | | Director | | February 20, 2020 |
| (Jagdeep Pahwa) | | | |
| | | | |
| /s/ F. ROBERT SALERNO | | Director | | February 20, 2020 |
| (F. Robert Salerno) | | | |
| | |
| /s/ FRANCIS J. SHAMMO | | Director | | February 20, 2020 |
| (Francis J. Shammo) | | | |
| | | | |
| /s/ CARL SPARKS | | Director | | February 20, 2020 |
| (Carl Sparks) | | | |
| | | | |
| /s/ SANOKE VISWANATHAN | | Director | | February 20, 2020 |
| (Sanoke Viswanathan) | | | |
The Consolidated Balance Sheets include $422 million
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and $437 millionthe Board of liabilities associated with retained risksDirectors of liability to third parties
Avis Budget Group, Inc.
Parsippany, New Jersey
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 20172019 and 2016, respectively.2018, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted FASB ASC Topic 842, Leases, using the transition method allowing entities to only apply the new lease standard in the year of adoption.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such liabilities relate primarily to public liabilityprocedures included examining, on a test basis, evidence regarding the amounts and third-party property damage claims,disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as claimsevaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the salecurrent-period audit of ancillary insurance products including butthe financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not limitedalter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to supplemental liability, personal effects protectionwhich they relate.
Vehicle Depreciation Expense - United States Risk Vehicles - Refer to Notes 2 and personal accident insurance. These obligations represent an estimate for both reported claims not yet paid8 to the financial statements
Critical Audit Matter Description
The Company records rental vehicles at cost, net of incentives and claims incurred but not yet reported. Theallowances from manufacturers. Rental vehicles acquired by the Company outside of manufacturer repurchase or guaranteed depreciation programs are referred to as risk vehicles and the carrying value of these risk vehicles are depreciated to the vehicles’ estimated reserve requirements for such claims are recorded on an undiscounted basis utilizing actuarial methodologiesresidual market value at their expected dates of disposition.
Significant assumptions and various assumptions whichjudgments made by management in the Company’s calculation of the estimated residual market value of risk vehicles include, but are not limited to, the anticipated age of the vehicles and market conditions for used vehicles at the time of disposal. The Company regularly evaluates the reasonableness of these significant assumptions and judgments and adjusts vehicle depreciation expense rates on a prospective basis to reflect changes in the estimated residual market value of risk vehicles through their expected date of disposition.
Given the subjectivity in the significant assumptions and judgments made by management to calculate the estimated residual market value of risk vehicles, auditing the estimated residual market value of risk vehicles and vehicle depreciation expense related to risk vehicles required extensive audit effort to develop an independent expectation of residual market values and depreciation expense, and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to assess the reasonableness of the estimated residual market value and vehicle depreciation expense related to risk vehicles included the following, among others:
We evaluated the appropriateness and consistency of the Company’s methods, significant assumptions and judgments to calculate the estimated residual market value of risk vehicles and the expected dates of disposition.
We tested the effectiveness of controls over vehicle depreciation expense related to risk vehicles and management’s review of the significant assumptions and judgments to calculate the estimated residual market value of risk vehicles, including those over the Company’s monitoring of residual market values and used vehicle market conditions.
We assessed the reasonableness of the estimated residual market value of risk vehicles by performing the following procedures on a selection of risk vehicles:
We tested the underlying historical data that served as the basis for the Company’s calculation of the estimated residual market value to evaluate that the inputs were reasonable.
We tested the mathematical accuracy of the Company’s calculation of the estimated residual market value and vehicle depreciation expense rates.
We tested significant assumptions and judgments used in the Company’s calculation by developing an independent expectation of residual market values and compared them to the estimated residual market values calculated by the Company. Our independent expectation was calculated using our professional judgment by reference to third party data, information produced by the Company, subsequent vehicle sales, and inquiries of management.
We searched for contradictory evidence associated with the significant assumptions and judgments made by management based on our knowledge of the industry and review of third party industry data.
We developed an independent expectation of depreciation expense based on, but not limited to, the vehicles’ age and results of our residual value testing and compared it to the amount recorded by the Company as depreciation expense.
Public Liability and Property Damage Self-Insurance Reserves - United States - Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company is self-insured for public liability and property damage claims. These self-insurance reserves represent an estimate of the reported claims not yet paid and unreported claims and are calculated on an undiscounted basis using actuarial methods followed in the insurance industry. Significant assumptions and key inputs included in the calculation of these reserves include, but are not limited to, historical loss experience and projected loss development factors. The required liability is also subjectCompany periodically evaluates the reasonableness of these significant assumptions and key inputs and adjusts the self-insurance reserves to adjustment in the future based uponreflect changes in claims experience, includingsuch as changes in volume or cost of historical claims.
Given the numbersubjectivity of incidentsestimating the self-insurance reserves for reported claims not yet paid and unreported claims, performing audit procedures to evaluate whether self-insurance reserves were appropriately recorded as of December 31, 2019 required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to public liability and property damage self-insurance reserves included the following, among others:
We tested the effectiveness of controls over management’s review of significant assumptions, key inputs and methods used to calculate the estimate of the reported claims not yet paid and unreported claims.
We tested the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were reasonable.
With the assistance of our actuarial specialists, we developed an independent estimate of the self-insurance reserves, including assessment of loss data and claim development factors, and compared our estimate to management’s estimate. In addition, we performed the following:
Evaluated the reasonableness of the methodologies used in management’s estimate based on actuarial methods followed in the insurance industry associated with such liabilities.
Evaluated the reasonableness of the assumptions used in management’s estimate by comparing prior-year assumptions of expected development and ultimate loss to actuals incurred during the current year to identify potential bias in the determination of the liability.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 20, 2020
We have served as the Company’s auditor since 1997.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| | | | | | | | |
| Revenues | $ | 9,172 |
| | $ | 9,124 |
| | $ | 8,848 |
|
| | | | | | |
| Expenses | | | | | |
| | Operating | 4,698 |
| | 4,639 |
| | 4,472 |
|
| | Vehicle depreciation and lease charges, net | 2,063 |
| | 2,179 |
| | 2,221 |
|
| | Selling, general and administrative | 1,237 |
| | 1,220 |
| | 1,120 |
|
| | Vehicle interest, net | 344 |
| | 314 |
| | 286 |
|
| | Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 259 |
|
| | Interest expense related to corporate debt, net: | | | | | |
| | | Interest expense | 178 |
| | 188 |
| | 188 |
|
| | | Early extinguishment of debt | 12 |
| | 19 |
| | 3 |
|
| | Restructuring and other related charges | 80 |
| | 22 |
| | 63 |
|
| | Transaction-related costs, net | 10 |
| | 20 |
| | 23 |
|
| | Impairment | — |
| | — |
| | 2 |
|
| Total expenses | 8,885 |
| | 8,857 |
| | 8,637 |
|
| | | | | | | |
| Income before income taxes | 287 |
| | 267 |
| | 211 |
|
| Provision for (benefit from) income taxes | (15 | ) | | 102 |
| | (150 | ) |
| | | | | | |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| | | | | | |
| Earnings per share | | | | | |
| | Basic | $ | 4.01 |
| | $ | 2.08 |
| | $ | 4.32 |
|
| | Diluted | $ | 3.98 |
| | $ | 2.06 |
| | $ | 4.25 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| | | | | | | | |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| | | | | | |
| Other comprehensive income (loss), net of tax | | | | | |
| | Currency translation adjustments, net of tax of $(6), $(8) and $33, respectively | $ | 12 |
| | $ | (81 | ) | | $ | 110 |
|
| | Available-for-sale securities: | | | | | |
| | | Net unrealized gains (losses) on available-for-sale securities, net of tax of $0, $0, and $(1), respectively | — |
| | — |
| | 1 |
|
| | Cash flow hedges: | | | | | |
| | | Net unrealized holding gains (losses), net of tax of $7, $0, and $0, respectively | (20 | ) | | (2 | ) | | 1 |
|
| | | Reclassification of cash flow hedges to earnings, net of tax of $1, $1, and $(2), respectively | (3 | ) | | (2 | ) | | 2 |
|
| | Minimum pension liability adjustment: | | | | | |
| | | Pension and post-retirement benefits, net of tax of $6, $6, and $(4), respectively | (20 | ) | | (23 | ) | | 11 |
|
| | | Reclassification of pension and post-retirement benefits to earnings, net of tax of $(2), $(2), and $(3), respectively | 6 |
| | 5 |
| | 5 |
|
| | | | (25 | ) | | (103 | ) | | 130 |
|
| Total comprehensive income | $ | 277 |
| | $ | 62 |
| | $ | 491 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
|
| | | | | | | | |
| | | December 31, |
| | | 2019 | | 2018 |
| Assets | | | |
| Current assets: | | | |
| | Cash and cash equivalents | $ | 686 |
| | $ | 615 |
|
| | Receivables (net of allowance for doubtful accounts of $52 and $39, respectively) | 911 |
| | 955 |
|
| | Other current assets | 548 |
| | 604 |
|
| Total current assets | 2,145 |
| | 2,174 |
|
| | | | |
| Property and equipment, net | 792 |
| | 736 |
|
| Operating lease right-of-use assets | 2,596 |
| | — |
|
| Deferred income taxes | 1,662 |
| | 1,301 |
|
| Goodwill | 1,101 |
| | 1,092 |
|
| Other intangibles, net | 798 |
| | 825 |
|
| Other non-current assets | 217 |
| | 242 |
|
| Total assets exclusive of assets under vehicle programs | 9,311 |
| | 6,370 |
|
| | | | |
| Assets under vehicle programs: | | | |
| | Program cash | 211 |
| | 115 |
|
| | Vehicles, net | 12,177 |
| | 11,474 |
|
| | Receivables from vehicle manufacturers and other | 778 |
| | 631 |
|
| | Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party | 649 |
| | 559 |
|
| | | 13,815 |
| | 12,779 |
|
| Total assets | $ | 23,126 |
| | $ | 19,149 |
|
| | | | |
| Liabilities and stockholders’ equity | | | |
| Current liabilities: | | | |
| | Accounts payable and other current liabilities | $ | 2,206 |
| | $ | 1,693 |
|
| | Short-term debt and current portion of long-term debt | 19 |
| | 23 |
|
| Total current liabilities | 2,225 |
| | 1,716 |
|
| | | | |
| Long-term debt | 3,416 |
| | 3,528 |
|
| Long-term operating lease liabilities | 2,140 |
| | — |
|
| Other non-current liabilities | 757 |
| | 767 |
|
| Total liabilities exclusive of liabilities under vehicle programs | 8,538 |
| | 6,011 |
|
| | | | |
| Liabilities under vehicle programs: | | | |
| | Debt | 3,132 |
| | 2,874 |
|
| | Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party | 7,936 |
| | 7,358 |
|
| | Deferred income taxes | 2,189 |
| | 1,961 |
|
| | Other | 675 |
| | 531 |
|
| | | 13,932 |
| | 12,724 |
|
| | | | | |
| Commitments and contingencies (Note 15) |
| |
|
| | | | |
| Stockholders’ equity: | | | |
| | Preferred stock, $.01 par value—authorized 10 shares; none issued and outstanding | — |
| | — |
|
| | Common stock, $.01 par value—authorized 250 shares; issued 137 shares, respectively | 1 |
| | 1 |
|
| | Additional paid-in capital | 6,741 |
| | 6,771 |
|
| | Accumulated deficit | (785 | ) | | (1,091 | ) |
| | Accumulated other comprehensive loss | (157 | ) | | (133 | ) |
| | Treasury stock, at cost—63 and 61 shares, respectively | (5,144 | ) | | (5,134 | ) |
| Total stockholders’ equity | 656 |
| | 414 |
|
| Total liabilities and stockholders’ equity | $ | 23,126 |
| | $ | 19,149 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| Operating activities | | | | | |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| | Vehicle depreciation | 1,890 |
| | 1,974 |
| | 1,947 |
|
| | Amortization of right-of-use assets | 989 |
| | — |
| | — |
|
| | (Gain) loss on sale of vehicles, net | (82 | ) | | (48 | ) | | 52 |
|
| | Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 259 |
|
| | Deferred income taxes | (103 | ) | | 14 |
| | (192 | ) |
| | Stock-based compensation | 22 |
| | 24 |
| | 13 |
|
| | Amortization of debt financing fees | 31 |
| | 28 |
| | 34 |
|
| | Early extinguishment of debt costs | 12 |
| | 19 |
| | 3 |
|
| | Net change in assets and liabilities: | | | | | |
| | | Receivables | 10 |
| | (44 | ) | | (59 | ) |
| | | Income taxes | (5 | ) | | 35 |
| | (16 | ) |
| | | Accounts payable and other current liabilities | 84 |
| | 48 |
| | 49 |
|
| | Operating lease liabilities | (981 | ) | | — |
| | — |
|
| | Other, net | 154 |
| | 138 |
| | 197 |
|
| Net cash provided by operating activities | 2,586 |
| | 2,609 |
| | 2,648 |
|
| | | | | | |
| Investing activities | | | | | |
| Property and equipment additions | (250 | ) | | (231 | ) | | (197 | ) |
| Proceeds received on asset sales | 11 |
| | 17 |
| | 8 |
|
| Net assets acquired (net of cash acquired) | (77 | ) | | (91 | ) | | (21 | ) |
| Other, net | 81 |
| | (44 | ) | | 5 |
|
| Net cash used in investing activities exclusive of vehicle programs | (235 | ) | | (349 | ) | | (205 | ) |
| | | | | | |
| Vehicle programs: | | | | | |
| | Investment in vehicles | (12,887 | ) | | (12,589 | ) | | (11,538 | ) |
| | Proceeds received on disposition of vehicles | 10,460 |
| | 9,648 |
| | 9,600 |
|
| | Investment in debt securities of Avis Budget Rental Car Funding (AESOP)—related party | (251 | ) | | (188 | ) | | (61 | ) |
| | Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP)—related party | 161 |
| | 52 |
| | — |
|
| | | | (2,517 | ) | | (3,077 | ) | | (1,999 | ) |
| Net cash used in investing activities | (2,752 | ) | | (3,426 | ) | | (2,204 | ) |
| | | | | | | | |
| Financing activities | | | | | |
| Proceeds from long-term borrowings | 402 |
| | 485 |
| | 589 |
|
| Payments on long-term borrowings | (509 | ) | | (515 | ) | | (602 | ) |
| Net change in short-term borrowings | (1 | ) | | (4 | ) | | (4 | ) |
| Debt financing fees | (7 | ) | | (15 | ) | | (9 | ) |
| Repurchases of common stock | (67 | ) | | (216 | ) | | (210 | ) |
| Other, net | — |
| | 3 |
| | 1 |
|
| Net cash used in financing activities exclusive of vehicle programs | (182 | ) | | (262 | ) | | (235 | ) |
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| Vehicle programs: | | | | | |
| | Proceeds from borrowings | 19,869 |
| | 17,339 |
| | 17,212 |
|
| | Payments on borrowings | (19,346 | ) | | (16,385 | ) | | (17,269 | ) |
| | Debt financing fees | (23 | ) | | (25 | ) | | (16 | ) |
| | | | 500 |
| | 929 |
| | (73 | ) |
| Net cash provided by (used in) financing activities | 318 |
| | 667 |
| | (308 | ) |
| | | | | | |
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | 13 |
| | (16 | ) | | 45 |
|
| | | | | | |
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | 165 |
| | (166 | ) | | 181 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 735 |
| | 901 |
| | 720 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 900 |
| | $ | 735 |
| | $ | 901 |
|
| | | | | | |
| Supplemental disclosure | | | | | |
| Interest payments | $ | 509 |
| | $ | 497 |
| | $ | 460 |
|
| Income tax payments, net | $ | 93 |
| | $ | 53 |
| | $ | 58 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Total Stockholders’ Equity |
| | Shares | | Amount | | | | | Shares | | Amount | |
| Balance at January 1, 2017 | 137.1 |
| | $ | 1 |
| | $ | 6,918 |
| | $ | (1,639 | ) | | $ | (154 | ) | | (51.1 | ) | | $ | (4,905 | ) | | $ | 221 |
|
| | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | — |
| | — |
| | — |
| | 56 |
| | — |
| | — |
| | — |
| | 56 |
|
| | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 361 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive income | — |
| | — |
| | — |
| | — |
| | 130 |
| | — |
| | — |
| | |
| | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 491 |
|
| | | | | | | | | | | | | | | | |
| Non-controlling interest | — |
| | — |
| | 1 |
| | — |
| | — |
| | — |
| | — |
| | 1 |
|
| Net activity related to restricted stock units | — |
| | — |
| | (50 | ) | | — |
| | — |
| | 0.4 |
| | 54 |
| | 4 |
|
| Exercise of stock options | — |
| | — |
| | (48 | ) | | — |
| | — |
| | 0.5 |
| | 48 |
| | — |
|
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (6.1 | ) | | (200 | ) | | (200 | ) |
| | | | | | | | | | | | | | | | |
| Balance at December 31, 2017 | 137.1 |
| | $ | 1 |
| | $ | 6,820 |
| | $ | (1,222 | ) | | $ | (24 | ) | | (56.3 | ) | | $ | (5,002 | ) | | $ | 573 |
|
| | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | — |
| | — |
| | — |
| | (34 | ) | | (6 | ) | | — |
| | — |
| | (40 | ) |
| | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 165 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive loss | — |
| | — |
| | — |
| | — |
| | (103 | ) | | — |
| | — |
| | |
| | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 62 |
|
| | | | | | | | | | | | | | | | |
| Net activity related to restricted stock units | — |
| | — |
| | (31 | ) | | — |
| | — |
| | 0.5 |
| | 48 |
| | 17 |
|
| Exercise of stock options | — |
| | — |
| | (17 | ) | | — |
| | — |
| | 0.2 |
| | 19 |
| | 2 |
|
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (5.9 | ) | | (200 | ) | | (200 | ) |
| | | | | | | | | | | | | | | | |
| Balance at December 31, 2018 | 137.1 |
| | $ | 1 |
| | $ | 6,771 |
| | $ | (1,091 | ) | | $ | (133 | ) | | (61.5 | ) | | $ | (5,134 | ) | | $ | 414 |
|
| | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | — |
| | — |
| | — |
| | 4 |
| | 1 |
| | — |
| | — |
| | 5 |
|
| | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 302 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive loss | — |
| | — |
| | — |
| | — |
| | (25 | ) | | — |
| | — |
| | |
| | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 277 |
|
| Net activity related to restricted stock units | — |
| | — |
| | (24 | ) | | — |
| | — |
| | 0.4 |
| | 46 |
| | 22 |
|
| Exercise of stock options | — |
| | — |
| | (5 | ) | | — |
| | — |
| | 0.1 |
| | 5 |
| | — |
|
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (2.2 | ) | | (62 | ) | | (62 | ) |
| | | | | | | | | | | | | | | | |
| Balance at December 31, 2019 | 137.1 |
| | $ | 1 |
| | $ | 6,741 |
| | $ | (785 | ) | | $ | (157 | ) | | (63.2 | ) | | $ | (5,144 | ) | | $ | 656 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)
Avis Budget Group, Inc. provides mobility solutions to businesses and consumers worldwide. The accompanying Consolidated 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, the “Company”).
The Company operates the following reportable business segments:
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| • | Americas—consisting primarily of (i) vehicle rental operations in North America, South America, Central America and the Caribbean, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly. |
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| • | International—consisting primarily of (i) vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly. |
The Company has completed the business acquisitions discussed in Note 6 to these Consolidated Financial Statements. The operating results of the acquired businesses are included in the accompanying Consolidated Financial Statements from the dates of acquisition.
The Company presents separately the financial data of its vehicle programs. These programs are distinct from the Company’s 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 the Company’s vehicle programs. The Company believes it is appropriate to segregate the financial data of its vehicle programs because, ultimately, the source of repayment of such debt is the realization of such assets.
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| 2. | Summary of Significant Accounting Policies |
Principles of Consolidation
The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and all entities in which it has a direct or indirect controlling financial interest and variable interest entities for which the Company has determined it is ultimately liablethe primary beneficiary. Intercompany transactions have been eliminated in consolidation.
Use of Estimates and Assumptions
The use of estimates and assumptions as determined by management is required in the preparation of the Consolidated Financial Statements in conformity with GAAP. These estimates are based on management’s evaluation of historical trends and other information available when the Consolidated Financial Statements are prepared and may affect the amounts reported and related disclosures. Actual results could differ from those estimates.
Revenue Recognition
The Company derives revenues primarily by providing vehicle rentals and other related products and mobility services to commercial and leisure customers, as well as through licensing of its rental brands. Other related products and mobility services include sales of collision and loss damage waivers under which a customer is relieved from financial responsibility arising from vehicle damage incurred during the rental; products and services for driving convenience such as fuel service options, chauffeur drive services, roadside safety net, electronic toll collection, tablet rentals, access to satellite radio, portable navigation
units and child safety seat rentals; and rentals of other supplemental items including automobile towing equipment and other moving accessories and supplies. The Company also receives payment from customers for certain operating expenses that it incurs, including airport concession fees that are paid by the Company in exchange for the right to operate at airports and other locations, as well as vehicle licensing fees. In addition, the Company collects membership fees in connection with its car sharing business.
Prior to January 1, 2018, the Company recognized revenue when persuasive evidence of an arrangement existed, the services had been rendered to the customer, the pricing was fixed and determinable and collection was reasonably assured. Vehicle and rental-related revenue was recognized over the period the vehicle was rented.
Beginning January 1, 2018, the Company recognized revenue when obligations under the terms of a contract with the customer were satisfied; generally this occurred evenly over the contract (over time); when control of the promised products or services was transferred to the customer. Revenue was measured as the amount of consideration the Company expected to be entitled to receive in exchange for transferring products or services. Certain customers may have received cash-based rebates, which were accounted for as variable consideration. The Company estimated these rebates based on the expected amount to be provided to customers and reduced revenue recognized. Vehicle rental and rental-related revenues were recognized evenly over the period of rental.
Beginning January 1, 2019, the Company combines all lease and nonlease components of its vehicle rental contracts for which the timing and pattern of transfer are the same and the lease component meets the classification of an operating lease. Vehicle rentals and other related products and mobility services are recognized evenly over the period of rental, which is on average four days. (See Note 3–Leases).
Licensing revenues principally consist of royalties paid by the Company’s licensees and are recorded as the licensees’ revenues are earned (over the rental period). The Company renews license agreements in the normal course of business and occasionally terminates, purchases or sells license agreements. In connection with ongoing fees that the Company receives from its licensees pursuant to license agreements, the Company is required to provide certain services, such as training, marketing and the operation of reservation systems.
The Company excludes from the measurement of its transaction price any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. As a result, revenue is recorded net of such taxes collected. Revenues and expenses associated with gasoline, airport concessions and vehicle licensing are recorded on a gross basis within revenues and operating expenses. Membership fees related to the Company’s car sharing business are generally nonrefundable, are deferred and recognized ratably over the period of membership.
For year ended December 31, 2018, the Company’s revenues were recognized in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” Effective January 1, 2019, revenues are recognized under ASU 2016-02, “Leases (Topic 842),” with the exception of royalty fee revenue derived from the Company licensees and revenue related to the Company’s customer loyalty program, which were approximately $144 million for the year ended December 31, 2019.
The following table presents the Company’s revenues disaggregated by geography.
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| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Americas | $ | 6,352 |
| | $ | 6,186 |
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| Europe, Middle East and Africa | 2,222 |
| | 2,314 |
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| Asia and Australasia | 598 |
| | 624 |
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| Total revenues | $ | 9,172 |
| | $ | 9,124 |
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The following table presents the Company’s revenues disaggregated by brand.
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| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Avis | $ | 5,250 |
| | $ | 5,266 |
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| Budget | 3,179 |
| | 3,057 |
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| Other | 743 |
| | 801 |
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| Total revenues | $ | 9,172 |
| | $ | 9,124 |
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________
Other includes Zipcar and other operating brands.
Deferred Revenue
The Company records deferred revenues when cash payments are received in advance of satisfying its performance obligations, including amounts that are refundable. In addition, certain customers earn loyalty points on rentals, for which the Company defers a portion of its rental revenues generally equivalent to the estimated retail value of points expected to be redeemed. The Company estimates points that will never be redeemed based upon actual redemption and expiration patterns. Currently loyalty points expire after 12 months of member inactivity. Future changes to expiration assumptions or expiration policy, or to program rules, may result in changes to deferred revenue as well as recognized revenues from the program.
The following table presents changes in deferred revenue associated with the cost per incident. TheseCompany’s customer loyalty program.
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| | Year Ended December 31, |
| | 2019 | | 2018 |
| Balance, January 1 | $ | 64 |
| | $ | 69 |
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| Revenue deferred | 17 |
| | 14 |
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| Revenue recognized | (22 | ) | | (19 | ) |
| Balance, December 31 | $ | 59 |
| | $ | 64 |
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At December 31, 2019 and 2018, $22 million and $18 million was included in accounts payable and other current liabilities, respectively, and $37 million and $46 million, respectively, in other non-current liabilities. Non-current amounts are expected to be recognized as revenue within two to three years.
At January 1, 2018, the Company’s prepaid rentals and membership fees related to its car sharing business were $125 million. During the year ended December 31, 2018, additional revenues of $1,968 million were deferred and revenues of $1,970 million were recognized. At December 31, 2018, the ending prepaid rentals and car sharing membership fees were $123 million, of which $122 million was included withinin accounts payable and other current liabilities and $1 million was included in other non-current liabilities.
Currency Translation
Assets and liabilities of foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the prevailing monthly average rate of exchange. The related translation adjustments are reflected in accumulated other comprehensive income (loss) in the stockholders’ equity section of the Consolidated Balance Sheets also include liabilitiesand in the Consolidated Statements of approximately $66 million and $71 millionComprehensive Income. The accumulated currency translation adjustment as of December 31, 20172019 and 2016, respectively,2018 was a gain of $9 million and a loss of $3 million, respectively. The Company has designated its euro-denominated Notes as a hedge of its investment in euro-denominated foreign operations and, accordingly, records the effective portion of gains or losses on this net investment hedge in accumulated other comprehensive income (loss) as part of currency translation adjustments.
Cash and Cash Equivalents, Program Cash and Restricted Cash
The Company considers highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Program cash primarily represents amounts specifically designated to purchase assets under vehicle programs and/or to repay the related debt, as such the Company considers it a restricted cash equivalent. The following table provides a detail of cash and cash equivalents, program and restricted cash reported within the Consolidated Balance Sheets to workers’ compensation, healththe amounts shown in the Consolidated Statements of Cash Flows:
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| | As of December 31, |
| | 2019 | | 2018 |
| Cash and cash equivalents | $ | 686 |
| | $ | 615 |
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| Program cash | 211 |
| | 115 |
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Restricted cash (a) | 3 |
| | 5 |
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| Total cash and cash equivalents, program and restricted cash | $ | 900 |
| | $ | 735 |
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_________
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(a) | Included within other current assets. |
Property and welfareEquipment
Property and other employee benefit programs. The liabilities represent an estimate for both reported claims not yet paidequipment (including leasehold improvements) are stated at cost, net of accumulated depreciation and claims incurred but not yet reported,amortization. Depreciation (non-vehicle related) is computed utilizing actuarial methodologies similar to those described above. These amounts are included within accounts payable and other current liabilities and other non-current liabilities.
Stock-Based Compensation
Stock-based compensation cost is measured at the grant date, based onstraight-line method over the fair valueestimated useful lives of the award,related assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Useful lives are as follows:
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| Buildings | 30 years |
| Furniture, fixtures & equipment | 3 to 10 years |
| Capitalized software | 3 to 7 years |
| Buses and support vehicles | 4 to 15 years |
The Company capitalizes the costs of software developed for internal use when the preliminary project stage is completed and management (i) commits to funding the project and (ii) believes it is recognized as expenseprobable that the project will be completed and the software will be used to perform the function intended. The software developed or obtained for internal use is amortized on a straight-line basis over the vesting period.commencing when such software is ready for its intended use. The Company’s policy is to record compensation expense for stock options, and restricted stock units that are time- and performance-based, for the portion of the award that is expected to vest. Compensation expense related to market-based restricted stock units is recognized provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. We estimate the fairnet carrying value of restricted stock units usingsoftware developed or obtained for internal use was $261 million and $188 million as of December 31, 2019 and 2018, respectively.
Goodwill and Other Intangible Assets
Goodwill represents the market price of the Company’s common stock on the date of grant. We estimate the fair value of stock-based and cash unit awards containing a market condition using a Monte Carlo simulation model. Key inputs and assumptions used in the Monte Carlo simulation model include the stock price of the award on the grant date, the expected term, the risk-free interest rate over the expected term, the expected annual dividend
yield and the expected stock price volatility. The expected volatility is based on a combination of the historical and implied volatility of the Company’s publicly traded, near-the-money stock options, and the valuation period is based on the vesting period of the awards. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant and, since the Company does not currently pay or plan to pay a dividend on its common stock, the expected dividend yield was zero.
Business Combinations
The Company uses the acquisition method of accounting for business combinations, which requires that the assets acquired and liabilities assumed be recorded at their respective fair values at the date of acquisition. Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized if fair value can be reasonably estimated at the acquisition date. The excess, if any, of (i) the fair value of the consideration transferred by the acquirer and the fair value of any non-controlling interest remaining in the acquiree, if any, over (ii) the fair values of the identifiable net assets acquired is recorded as goodwill. Gains and losses on the re-acquisition of license agreements are recorded in the Consolidated Statements of Operations within transaction-related costs, net, upon completion of the respective acquisition. Costs incurred to effect a business combination are expensed as incurred, except for the cost to issue debt related to the acquisition.
acquired. The Company records contingent consideration resulting from a business combinationdoes not amortize goodwill, but assesses it for impairment at its fair value on the acquisition date. The fair value of the contingent consideration is generally estimated by utilizing a Monte Carlo simulation technique, based on a range of possible future results (Level 3). Any changes in contingent consideration are recorded in transaction-related costs, net. During 2015, the Company paid $18 million of contingent consideration associated with the acquisition of Apex, which consisted of $9 million related to the liability recognized at fair value as of the acquisition dateleast annually and $13 million related to fair value adjustments previously recognized in earnings, partially offset by $4 million of favorable currency exchange rate movements.
Transaction-related Costs, net
Transaction-related costs, net are classified separately in the Consolidated Statements of Operations. These costs are comprised of expenses 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 the Company, 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.
Investments
Joint venture investments are typically accounted for under the equity method of accounting. Under this method, the Company records its proportional share of the joint venture’s net income or loss within operating expenses in the Consolidated Statements of Operations. The Company assesses equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of their respective reporting units exceed their fair values. The Company performs its annual impairment assessment in the fourth quarter of each year at the reporting unit level. The Company assesses goodwill for such investments may not be recoverable. Any difference betweenimpairment by comparing the carrying value of the equity method investment andeach reporting unit to its estimated fair value is recognized as anusing the present value of expected future cash flows. When appropriate, comparative market multiples and other factors are used to corroborate the discounted cash flow results.
Other intangible assets, primarily trademarks, with indefinite lives are not amortized but are evaluated annually for impairment charge ifand whenever events or changes in circumstances indicate that the loss in value is deemed other than temporary. Ascarrying amount of December 31, 2017 and 2016,this asset may exceed its fair value. If the Company had investments in several joint ventures with a carrying value of $32 millionan other intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Other intangible assets with finite lives are amortized over their estimated useful lives and $36 million, respectively,are evaluated each reporting period to determine if circumstances warrant a revision to these lives.
Impairment of Long-Lived Assets
The Company is required to assess long-lived assets for impairment whenever circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the undiscounted expected future cash flows to be generated from such assets. Property and equipment is evaluated separately at the lowest level of identifiable cash flows. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value.
Vehicles
Vehicles are stated at cost, net of accumulated depreciation. The initial cost of the vehicles is recorded within other non-current assetsnet of incentives and allowances from manufacturers. The Company acquires a portion of its rental vehicles pursuant to repurchase and guaranteed depreciation programs established by automobile manufacturers. Under these programs, the manufacturers agree to repurchase vehicles at a specified price and date, or guarantee the depreciation rate for a specified period of time, subject to certain eligibility criteria (such as car condition and mileage requirements). The Company depreciates vehicles such that the net book value on the Consolidated Balance Sheets.date of return to the manufacturers is intended to equal the contractual guaranteed residual values, thereby minimizing any gain or loss.
Aggregate realized gainsRental vehicles acquired outside of manufacturer repurchase and lossesguaranteed depreciation programs are depreciated based upon their estimated residual values at their expected dates of disposition, after giving effect to anticipated conditions in the used car market. Any adjustments to depreciation are made prospectively.
The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as expected used vehicle auction market conditions. The Company regularly evaluates estimated residual values and adjusts depreciation rates as appropriate. Differences between actual residual values and those estimated result in a gain or loss on equity investmentsdisposal and dividendare recorded as part of vehicle depreciation at the time of sale. Vehicle-related interest expense amounts are net of vehicle-related interest income of $15 million, $15 million and $8 million for 2019, 2018 and 2017, respectively.
Advertising Expenses
Advertising costs are generally expensed in the period incurred and are recorded within operating expenses onselling, general and administrative expense in the Company’s Consolidated Statements of Operations. During 2019, 2018 and 2017, 2016advertising costs were approximately $121 million, $116 million and 2015,$111 million, respectively.
Taxes
The Company accounts for income taxes under the amounts realized fromasset and liability method, which requires the salerecognition of equity investmentsdeferred tax assets and dividendliabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. For information regarding the accounting for the effects of the Tax Cuts and Jobs Act (the “Tax Act”), see Note 9-Income Taxes. As a result of the provisions of the Tax Act, the Company accounts for Global Intangible Low-Taxed Income (“GILTI”) as a component of current period income tax expense in the year incurred.
The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. In the event the Company were not material.to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes.
Adoption of New Accounting Pronouncements
ScopeFor a description of Modification Accounting for Share-Based Payment Awards
In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance on the types of changes to the terms or conditions of a share-based payment award to which an entity would be required
to apply modification accounting. ASU 2017-09 becomes effective for the Company on January 1, 2018; however, as of December 31, 2017 the Company has elected to adopt the provisions of ASU 2017-09 early on a prospective basis. Accordingly, theour adoption of thisnew accounting pronouncement did not have anpronouncements and the impact thereof on the Company’sour business, see Note 2 to our Consolidated Financial Statements.
Accounting for Goodwill Impairment
In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 becomes effective for the Company on January 1, 2020; however, as of October 1, 2017 the Company has elected to adopt the provisions of ASU 2017-04 early on a prospective basis. Accordingly, the adoption of this accounting pronouncement did not have an impact on the Company’s Consolidated Financial Statements.
Clarifying the Definition of a Business
In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which assists entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 becomes effective for the Company on January 1, 2018; however, as of December 31, 2017 the Company has elected to adopt the provisions of ASU 2017-01 early on a prospective basis. Accordingly, the adoption of this accounting pronouncement did not have an impact on the Company’s Consolidated Financial Statements.
Restricted Cash
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. ASU 2016-18 becomes effective for the Company on January 1, 2018; however, as of December 31, 2017, the Company has elected to adopt the provisions of ASU 2016-18 early on a retrospective basis.
The following tables provide the impact of adoption on the Company’s Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015.
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| | Year Ended December 31, 2016
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| | As Previously Reported | | Effect of Change | | As Adjusted |
| Decrease in program cash | $ | 31 |
| | $ | (31 | ) | | $ | — |
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| Other, net | 3 |
| | (2 | ) | | 1 |
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| Net cash used in investing activities | (2,149 | ) | | (33 | ) | | (2,182 | ) |
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Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
| (4 | ) | | (2 | ) | | (6 | ) |
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| Net increase in cash and cash equivalents, program and restricted cash | 38 |
| | (35 | ) | | 3 |
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Cash and cash equivalents, program and restricted cash, beginning of period
| 452 |
| | 265 |
| | 717 |
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Cash and cash equivalents, program and restricted cash, end of period
| $ | 490 |
| | $ | 230 |
| | $ | 720 |
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| | Year Ended December 31, 2015
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| | As Previously Reported | | Effect of Change | | As Adjusted |
| Increase in program cash | $ | (148 | ) | | $ | 148 |
| | $ | — |
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| Other, net | 6 |
| | (3 | ) | | 3 |
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| Net cash used in investing activities | (2,830 | ) | | 145 |
| | (2,685 | ) |
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Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
| (41 | ) | | (9 | ) | | (50 | ) |
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| Net decrease in cash and cash equivalents, program and restricted cash | (172 | ) | | 136 |
| | (36 | ) |
Cash and cash equivalents, program and restricted cash, beginning of period
| 624 |
| | 129 |
| | 753 |
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Cash and cash equivalents, program and restricted cash, end of period
| $ | 452 |
| | $ | 265 |
| | $ | 717 |
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Program cash primarily represents amounts specifically designated to purchase assets under vehicle programs and/or to repay the related debt, as such the Company considers it a restricted cash equivalent under this standard.
The following table provides a reconciliation of cash and cash equivalents, program and restricted cash reported within the Consolidated Balance Sheets to the amounts shown in the Consolidated Statements of Cash Flows:
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| | As of December 31, |
| | 2017 | | 2016 |
| Cash and cash equivalents | $ | 611 |
| | $ | 490 |
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| Program cash | 283 |
| | 225 |
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Restricted cash (a) | 7 |
| | 5 |
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| Total cash and cash equivalents, program and restricted cash | $ | 901 |
| | $ | 720 |
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(a)
| Included within other current assets. |
Classification of Certain Cash Receipts and Cash Payments
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which clarifies guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. These items include, debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of life insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. ASU 2016-15 becomes effective for the Company on January 1, 2018; however, as of December 31, 2017 the Company has elected to adopt the provisions of ASU 2016-15 early on a retrospective basis. The Company elected to account for distributions received from equity method investees using the nature of the distribution approach. The adoption of this accounting pronouncement did not have an impact on the Company’s Consolidated Financial Statements.
Improvements to Employee Share-Based Payment Accounting
On January 1, 2017, as a result of a new accounting pronouncement, the Company adopted Accounting Standards Update (”ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, minimum statutory withholding requirements and classification in the statement of cash flows. Accordingly, in the Company’s Consolidated Balance Sheet at January 1, 2017, deferred income tax assets, net of the valuation allowance were increased by $56 million related to previously unrecognized excess tax benefits associated with equity awards, with a corresponding decrease to accumulated deficit, using the modified retrospective method. In 2017, as a result of the adoption of ASU 2016-09, share-based compensation excess tax benefits or deductions are included in the Consolidated Statement of Operations as a component of provision for (benefit from) income taxes, previously these amounts were recognized in equity. In addition, in the Company’s Consolidated Statement of Cash Flows for the years ended December 31, 2016 and 2015, cash taxes paid related to shares directly withheld from employees for tax purposes of $11 million and $43 million, respectively, were reclassified from accounts payable and other current liabilities within net cash provided by operating activities to repurchases of common stock within net cash used in financing activities exclusive of vehicle programs. The Company elected to account for forfeitures on an actual basis, which did not have a material impact on its Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
For a description of recently issued accounting pronouncements and the impact thereof on our business, see Note 2 to our Consolidated Financial Statements.
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| ITEM 7A. 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 manage our exposure to market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments, particularly currency forward contracts to manage and reduce currency exchange rate risk; swap contracts, futures and options contracts, to manage and reduce the interest rate risk related to our debt; and derivative commodity instruments to manage and reduce the risk of changing unleaded gasoline prices.
We are exclusively an end user of these instruments. We do not engage in trading, market-making or other speculative activities in the derivatives markets. We manage our exposure to counterparty credit risk related to our use of derivatives through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. Our counterparties are substantial investment and commercial banks with significant experience providing such derivative instruments.
Our total market risk is influenced by a wide variety of factors including the volatility present within the markets and the liquidity of the markets. There are certain limitations inherent in the sensitivity analyses discussed below. These “shock tests” are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled. For additional information regarding our borrowings and financial instruments, see Notes 13, 14 and 19 to our Consolidated Financial Statements.
Currency Risk Management
We have exposure to currency exchange rate fluctuations worldwide and particularly with respect to the Australian, Canadian and New Zealand dollars, the euro and British pound sterling. We use currency forward contracts and currency swap contracts to manage exchange rate risk that arises from certain intercompany transactions and from non-functional currency denominated assets and liabilities and earnings denominated in non-U.S. dollar currencies. Our currency forward contracts are often not designated as hedges and therefore changes in the fair value of these derivatives are recognized in earnings as they occur. We anticipate that such currency exchange rate risk will remain a market risk exposure for the foreseeable future.
We assess our market risk based on changes in currency exchange rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on earnings, cash flows and fair values based on a hypothetical 10% appreciation or depreciation in the value of the underlying currencies being hedged, against the U.S. dollar at December 31, 2019. With all other variables held constant, a hypothetical 10% change (increase or decrease) in currency exchange rates would not have a material impact on our 2019 earnings. Because unrealized gains or losses related to foreign currency forward and swap contracts are expected to be offset by corresponding gains or losses on the underlying exposures being hedged, when combined, these foreign currency contracts and the offsetting underlying commitments do not create a material impact on our Consolidated Financial Statements.
Interest Rate Risk Management
Our primary interest rate exposure at December 31, 2019 was interest rate fluctuations in the U.S., specifically LIBOR and commercial paper interest rates due to their impact on variable rate borrowings and other interest rate sensitive liabilities. We use interest rate swaps and caps to manage our exposure to interest rate movements. We anticipate that LIBOR and commercial paper rates will remain a primary market risk exposure for the foreseeable future.
We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. Based on our interest rate exposures and derivatives as of December 31, 2019, we estimate that a 10% change in interest rates would not have a material impact on our 2019 earnings. Because gains or losses related to interest rate derivatives are expected to be offset by corresponding gains or losses on the underlying exposures being hedged, when combined, these interest rate contracts and the offsetting underlying commitments do not create a material impact on our Consolidated Financial Statements.
ImprovingCommodity Risk Management
We have commodity price exposure related to fluctuations in the Presentationprice of Net Periodic Pension Costgasoline. We anticipate that such commodity risk will remain a market risk exposure for the foreseeable future. We determined that a hypothetical 10% change in the price of gasoline would not have a material impact on our earnings as of December 31, 2019.
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| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See Consolidated Financial Statements and Net Periodic Postretirement Benefit CostConsolidated Financial Statement Index commencing on Page F-1 hereof.
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| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
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| ITEM 9A. CONTROLS AND PROCEDURES |
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| (a) | Disclosure Controls and Procedures. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. |
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| (b) | Management’s Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in InternalControl - Integrated Framework (2013). Based on this assessment, our management believes that, as of December 31, 2019, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their attestation report is included below. |
| |
| (c) | Changes in Internal Control Over Financial Reporting. During the fiscal quarter to which this report relates, there has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Avis Budget Group, Inc.
Parsippany, New Jersey
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2019 of the Company and our report dated February 20, 2020 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 20, 2020
|
|
| ITEM 9B. OTHER INFORMATION |
None.
PART III
|
|
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 11. EXECUTIVE COMPENSATION |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
|
|
| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required by this Item is incorporated by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2019.
PART IV
|
|
| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|
|
| ITEM 15(A)(1). FINANCIAL STATEMENTS |
See Consolidated Financial Statements and Consolidated Financial Statements Index commencing on page F-1 hereof.
|
|
| ITEM 15(A)(2). FINANCIAL STATEMENT SCHEDULES |
See Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 and 2017 commencing on page G-1 hereof.
See Exhibit Index commencing on page H-1 hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
| | |
| By: | /s/ CATHLEEN DEGENOVA |
| | Cathleen DeGenova |
| Vice President and Chief Accounting Officer |
| Date: | February 20, 2020 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
| | | | |
| | | | |
| Signature | | Title | | Date |
| | |
| /s/ JOSEPH A. FERRARO | | Interim President and Chief Executive Officer | | February 20, 2020 |
| (Joseph A. Ferraro) | | | |
| | |
| /s/ JOHN F. NORTH, III | | Executive Vice President and Chief Financial Officer | | February 20, 2020 |
| (John F. North, III) | | |
| | | | |
| /s/ CATHLEEN DEGENOVA | | Vice President and Chief Accounting Officer | | February 20, 2020 |
| (Cathleen DeGenova) | | | |
| | |
| /s/ BRIAN CHOI | | Director | | February 20, 2020 |
| (Brian Choi) | | | |
| | | | |
| /s/ MARY C. CHOKSI | | Director | | February 20, 2020 |
| (Mary C. Choksi) | | | |
| | |
| /s/ LEONARD S. COLEMAN, JR. | | Director | | February 20, 2020 |
| (Leonard S. Coleman, Jr.) | | | |
| | |
| /s/ JEFFREY H. FOX | | Director | | February 20, 2020 |
| (Jeffrey H. Fox) | | | |
| | |
| /s/ BERNARDO HEES | | Chairman of the Board of Directors | | February 20, 2020 |
| (Bernardo Hees) | | | |
| | |
| /s/ LYNN KROMINGA | | Director | | February 20, 2020 |
| (Lynn Krominga) | | | |
| | |
| /s/ GLENN LURIE | | Director | | February 20, 2020 |
| (Glenn Lurie) | | | |
| | |
| /s/ JAGDEEP PAHWA | | Director | | February 20, 2020 |
| (Jagdeep Pahwa) | | | |
| | | | |
| /s/ F. ROBERT SALERNO | | Director | | February 20, 2020 |
| (F. Robert Salerno) | | | |
| | |
| /s/ FRANCIS J. SHAMMO | | Director | | February 20, 2020 |
| (Francis J. Shammo) | | | |
| | | | |
| /s/ CARL SPARKS | | Director | | February 20, 2020 |
| (Carl Sparks) | | | |
| | | | |
| /s/ SANOKE VISWANATHAN | | Director | | February 20, 2020 |
| (Sanoke Viswanathan) | | | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Avis Budget Group, Inc.
Parsippany, New Jersey
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted FASB ASC Topic 842, Leases, using the transition method allowing entities to only apply the new lease standard in the year of adoption.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Vehicle Depreciation Expense - United States Risk Vehicles - Refer to Notes 2 and 8 to the financial statements
Critical Audit Matter Description
The Company records rental vehicles at cost, net of incentives and allowances from manufacturers. Rental vehicles acquired by the Company outside of manufacturer repurchase or guaranteed depreciation programs are referred to as risk vehicles and the carrying value of these risk vehicles are depreciated to the vehicles’ estimated residual market value at their expected dates of disposition.
Significant assumptions and judgments made by management in the Company’s calculation of the estimated residual market value of risk vehicles include, but are not limited to, the anticipated age of the vehicles and market conditions for used vehicles at the time of disposal. The Company regularly evaluates the reasonableness of these significant assumptions and judgments and adjusts vehicle depreciation expense rates on a prospective basis to reflect changes in the estimated residual market value of risk vehicles through their expected date of disposition.
Given the subjectivity in the significant assumptions and judgments made by management to calculate the estimated residual market value of risk vehicles, auditing the estimated residual market value of risk vehicles and vehicle depreciation expense related to risk vehicles required extensive audit effort to develop an independent expectation of residual market values and depreciation expense, and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to assess the reasonableness of the estimated residual market value and vehicle depreciation expense related to risk vehicles included the following, among others:
We evaluated the appropriateness and consistency of the Company’s methods, significant assumptions and judgments to calculate the estimated residual market value of risk vehicles and the expected dates of disposition.
We tested the effectiveness of controls over vehicle depreciation expense related to risk vehicles and management’s review of the significant assumptions and judgments to calculate the estimated residual market value of risk vehicles, including those over the Company’s monitoring of residual market values and used vehicle market conditions.
We assessed the reasonableness of the estimated residual market value of risk vehicles by performing the following procedures on a selection of risk vehicles:
We tested the underlying historical data that served as the basis for the Company’s calculation of the estimated residual market value to evaluate that the inputs were reasonable.
We tested the mathematical accuracy of the Company’s calculation of the estimated residual market value and vehicle depreciation expense rates.
We tested significant assumptions and judgments used in the Company’s calculation by developing an independent expectation of residual market values and compared them to the estimated residual market values calculated by the Company. Our independent expectation was calculated using our professional judgment by reference to third party data, information produced by the Company, subsequent vehicle sales, and inquiries of management.
We searched for contradictory evidence associated with the significant assumptions and judgments made by management based on our knowledge of the industry and review of third party industry data.
We developed an independent expectation of depreciation expense based on, but not limited to, the vehicles’ age and results of our residual value testing and compared it to the amount recorded by the Company as depreciation expense.
Public Liability and Property Damage Self-Insurance Reserves - United States - Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company is self-insured for public liability and property damage claims. These self-insurance reserves represent an estimate of the reported claims not yet paid and unreported claims and are calculated on an undiscounted basis using actuarial methods followed in the insurance industry. Significant assumptions and key inputs included in the calculation of these reserves include, but are not limited to, historical loss experience and projected loss development factors. The Company periodically evaluates the reasonableness of these significant assumptions and key inputs and adjusts the self-insurance reserves to reflect changes in claims experience, such as changes in volume or cost of historical claims.
Given the subjectivity of estimating the self-insurance reserves for reported claims not yet paid and unreported claims, performing audit procedures to evaluate whether self-insurance reserves were appropriately recorded as of December 31, 2019 required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to public liability and property damage self-insurance reserves included the following, among others:
We tested the effectiveness of controls over management’s review of significant assumptions, key inputs and methods used to calculate the estimate of the reported claims not yet paid and unreported claims.
We tested the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were reasonable.
With the assistance of our actuarial specialists, we developed an independent estimate of the self-insurance reserves, including assessment of loss data and claim development factors, and compared our estimate to management’s estimate. In addition, we performed the following:
Evaluated the reasonableness of the methodologies used in management’s estimate based on actuarial methods followed in the insurance industry associated with such liabilities.
Evaluated the reasonableness of the assumptions used in management’s estimate by comparing prior-year assumptions of expected development and ultimate loss to actuals incurred during the current year to identify potential bias in the determination of the liability.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 20, 2020
We have served as the Company’s auditor since 1997.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| | | | | | | | |
| Revenues | $ | 9,172 |
| | $ | 9,124 |
| | $ | 8,848 |
|
| | | | | | |
| Expenses | | | | | |
| | Operating | 4,698 |
| | 4,639 |
| | 4,472 |
|
| | Vehicle depreciation and lease charges, net | 2,063 |
| | 2,179 |
| | 2,221 |
|
| | Selling, general and administrative | 1,237 |
| | 1,220 |
| | 1,120 |
|
| | Vehicle interest, net | 344 |
| | 314 |
| | 286 |
|
| | Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 259 |
|
| | Interest expense related to corporate debt, net: | | | | | |
| | | Interest expense | 178 |
| | 188 |
| | 188 |
|
| | | Early extinguishment of debt | 12 |
| | 19 |
| | 3 |
|
| | Restructuring and other related charges | 80 |
| | 22 |
| | 63 |
|
| | Transaction-related costs, net | 10 |
| | 20 |
| | 23 |
|
| | Impairment | — |
| | — |
| | 2 |
|
| Total expenses | 8,885 |
| | 8,857 |
| | 8,637 |
|
| | | | | | | |
| Income before income taxes | 287 |
| | 267 |
| | 211 |
|
| Provision for (benefit from) income taxes | (15 | ) | | 102 |
| | (150 | ) |
| | | | | | |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| | | | | | |
| Earnings per share | | | | | |
| | Basic | $ | 4.01 |
| | $ | 2.08 |
| | $ | 4.32 |
|
| | Diluted | $ | 3.98 |
| | $ | 2.06 |
| | $ | 4.25 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| | | | | | | | |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| | | | | | |
| Other comprehensive income (loss), net of tax | | | | | |
| | Currency translation adjustments, net of tax of $(6), $(8) and $33, respectively | $ | 12 |
| | $ | (81 | ) | | $ | 110 |
|
| | Available-for-sale securities: | | | | | |
| | | Net unrealized gains (losses) on available-for-sale securities, net of tax of $0, $0, and $(1), respectively | — |
| | — |
| | 1 |
|
| | Cash flow hedges: | | | | | |
| | | Net unrealized holding gains (losses), net of tax of $7, $0, and $0, respectively | (20 | ) | | (2 | ) | | 1 |
|
| | | Reclassification of cash flow hedges to earnings, net of tax of $1, $1, and $(2), respectively | (3 | ) | | (2 | ) | | 2 |
|
| | Minimum pension liability adjustment: | | | | | |
| | | Pension and post-retirement benefits, net of tax of $6, $6, and $(4), respectively | (20 | ) | | (23 | ) | | 11 |
|
| | | Reclassification of pension and post-retirement benefits to earnings, net of tax of $(2), $(2), and $(3), respectively | 6 |
| | 5 |
| | 5 |
|
| | | | (25 | ) | | (103 | ) | | 130 |
|
| Total comprehensive income | $ | 277 |
| | $ | 62 |
| | $ | 491 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
|
| | | | | | | | |
| | | December 31, |
| | | 2019 | | 2018 |
| Assets | | | |
| Current assets: | | | |
| | Cash and cash equivalents | $ | 686 |
| | $ | 615 |
|
| | Receivables (net of allowance for doubtful accounts of $52 and $39, respectively) | 911 |
| | 955 |
|
| | Other current assets | 548 |
| | 604 |
|
| Total current assets | 2,145 |
| | 2,174 |
|
| | | | |
| Property and equipment, net | 792 |
| | 736 |
|
| Operating lease right-of-use assets | 2,596 |
| | — |
|
| Deferred income taxes | 1,662 |
| | 1,301 |
|
| Goodwill | 1,101 |
| | 1,092 |
|
| Other intangibles, net | 798 |
| | 825 |
|
| Other non-current assets | 217 |
| | 242 |
|
| Total assets exclusive of assets under vehicle programs | 9,311 |
| | 6,370 |
|
| | | | |
| Assets under vehicle programs: | | | |
| | Program cash | 211 |
| | 115 |
|
| | Vehicles, net | 12,177 |
| | 11,474 |
|
| | Receivables from vehicle manufacturers and other | 778 |
| | 631 |
|
| | Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party | 649 |
| | 559 |
|
| | | 13,815 |
| | 12,779 |
|
| Total assets | $ | 23,126 |
| | $ | 19,149 |
|
| | | | |
| Liabilities and stockholders’ equity | | | |
| Current liabilities: | | | |
| | Accounts payable and other current liabilities | $ | 2,206 |
| | $ | 1,693 |
|
| | Short-term debt and current portion of long-term debt | 19 |
| | 23 |
|
| Total current liabilities | 2,225 |
| | 1,716 |
|
| | | | |
| Long-term debt | 3,416 |
| | 3,528 |
|
| Long-term operating lease liabilities | 2,140 |
| | — |
|
| Other non-current liabilities | 757 |
| | 767 |
|
| Total liabilities exclusive of liabilities under vehicle programs | 8,538 |
| | 6,011 |
|
| | | | |
| Liabilities under vehicle programs: | | | |
| | Debt | 3,132 |
| | 2,874 |
|
| | Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party | 7,936 |
| | 7,358 |
|
| | Deferred income taxes | 2,189 |
| | 1,961 |
|
| | Other | 675 |
| | 531 |
|
| | | 13,932 |
| | 12,724 |
|
| | | | | |
| Commitments and contingencies (Note 15) |
| |
|
| | | | |
| Stockholders’ equity: | | | |
| | Preferred stock, $.01 par value—authorized 10 shares; none issued and outstanding | — |
| | — |
|
| | Common stock, $.01 par value—authorized 250 shares; issued 137 shares, respectively | 1 |
| | 1 |
|
| | Additional paid-in capital | 6,741 |
| | 6,771 |
|
| | Accumulated deficit | (785 | ) | | (1,091 | ) |
| | Accumulated other comprehensive loss | (157 | ) | | (133 | ) |
| | Treasury stock, at cost—63 and 61 shares, respectively | (5,144 | ) | | (5,134 | ) |
| Total stockholders’ equity | 656 |
| | 414 |
|
| Total liabilities and stockholders’ equity | $ | 23,126 |
| | $ | 19,149 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| Operating activities | | | | | |
| Net income | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| | Vehicle depreciation | 1,890 |
| | 1,974 |
| | 1,947 |
|
| | Amortization of right-of-use assets | 989 |
| | — |
| | — |
|
| | (Gain) loss on sale of vehicles, net | (82 | ) | | (48 | ) | | 52 |
|
| | Non-vehicle related depreciation and amortization | 263 |
| | 256 |
| | 259 |
|
| | Deferred income taxes | (103 | ) | | 14 |
| | (192 | ) |
| | Stock-based compensation | 22 |
| | 24 |
| | 13 |
|
| | Amortization of debt financing fees | 31 |
| | 28 |
| | 34 |
|
| | Early extinguishment of debt costs | 12 |
| | 19 |
| | 3 |
|
| | Net change in assets and liabilities: | | | | | |
| | | Receivables | 10 |
| | (44 | ) | | (59 | ) |
| | | Income taxes | (5 | ) | | 35 |
| | (16 | ) |
| | | Accounts payable and other current liabilities | 84 |
| | 48 |
| | 49 |
|
| | Operating lease liabilities | (981 | ) | | — |
| | — |
|
| | Other, net | 154 |
| | 138 |
| | 197 |
|
| Net cash provided by operating activities | 2,586 |
| | 2,609 |
| | 2,648 |
|
| | | | | | |
| Investing activities | | | | | |
| Property and equipment additions | (250 | ) | | (231 | ) | | (197 | ) |
| Proceeds received on asset sales | 11 |
| | 17 |
| | 8 |
|
| Net assets acquired (net of cash acquired) | (77 | ) | | (91 | ) | | (21 | ) |
| Other, net | 81 |
| | (44 | ) | | 5 |
|
| Net cash used in investing activities exclusive of vehicle programs | (235 | ) | | (349 | ) | | (205 | ) |
| | | | | | |
| Vehicle programs: | | | | | |
| | Investment in vehicles | (12,887 | ) | | (12,589 | ) | | (11,538 | ) |
| | Proceeds received on disposition of vehicles | 10,460 |
| | 9,648 |
| | 9,600 |
|
| | Investment in debt securities of Avis Budget Rental Car Funding (AESOP)—related party | (251 | ) | | (188 | ) | | (61 | ) |
| | Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP)—related party | 161 |
| | 52 |
| | — |
|
| | | | (2,517 | ) | | (3,077 | ) | | (1,999 | ) |
| Net cash used in investing activities | (2,752 | ) | | (3,426 | ) | | (2,204 | ) |
| | | | | | | | |
| Financing activities | | | | | |
| Proceeds from long-term borrowings | 402 |
| | 485 |
| | 589 |
|
| Payments on long-term borrowings | (509 | ) | | (515 | ) | | (602 | ) |
| Net change in short-term borrowings | (1 | ) | | (4 | ) | | (4 | ) |
| Debt financing fees | (7 | ) | | (15 | ) | | (9 | ) |
| Repurchases of common stock | (67 | ) | | (216 | ) | | (210 | ) |
| Other, net | — |
| | 3 |
| | 1 |
|
| Net cash used in financing activities exclusive of vehicle programs | (182 | ) | | (262 | ) | | (235 | ) |
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
|
| | | | | | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | | 2017 |
| Vehicle programs: | | | | | |
| | Proceeds from borrowings | 19,869 |
| | 17,339 |
| | 17,212 |
|
| | Payments on borrowings | (19,346 | ) | | (16,385 | ) | | (17,269 | ) |
| | Debt financing fees | (23 | ) | | (25 | ) | | (16 | ) |
| | | | 500 |
| | 929 |
| | (73 | ) |
| Net cash provided by (used in) financing activities | 318 |
| | 667 |
| | (308 | ) |
| | | | | | |
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | 13 |
| | (16 | ) | | 45 |
|
| | | | | | |
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | 165 |
| | (166 | ) | | 181 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 735 |
| | 901 |
| | 720 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 900 |
| | $ | 735 |
| | $ | 901 |
|
| | | | | | |
| Supplemental disclosure | | | | | |
| Interest payments | $ | 509 |
| | $ | 497 |
| | $ | 460 |
|
| Income tax payments, net | $ | 93 |
| | $ | 53 |
| | $ | 58 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Total Stockholders’ Equity |
| | Shares | | Amount | | | | | Shares | | Amount | |
| Balance at January 1, 2017 | 137.1 |
| | $ | 1 |
| | $ | 6,918 |
| | $ | (1,639 | ) | | $ | (154 | ) | | (51.1 | ) | | $ | (4,905 | ) | | $ | 221 |
|
| | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | — |
| | — |
| | — |
| | 56 |
| | — |
| | — |
| | — |
| | 56 |
|
| | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 361 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive income | — |
| | — |
| | — |
| | — |
| | 130 |
| | — |
| | — |
| | |
| | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 491 |
|
| | | | | | | | | | | | | | | | |
| Non-controlling interest | — |
| | — |
| | 1 |
| | — |
| | — |
| | — |
| | — |
| | 1 |
|
| Net activity related to restricted stock units | — |
| | — |
| | (50 | ) | | — |
| | — |
| | 0.4 |
| | 54 |
| | 4 |
|
| Exercise of stock options | — |
| | — |
| | (48 | ) | | — |
| | — |
| | 0.5 |
| | 48 |
| | — |
|
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (6.1 | ) | | (200 | ) | | (200 | ) |
| | | | | | | | | | | | | | | | |
| Balance at December 31, 2017 | 137.1 |
| | $ | 1 |
| | $ | 6,820 |
| | $ | (1,222 | ) | | $ | (24 | ) | | (56.3 | ) | | $ | (5,002 | ) | | $ | 573 |
|
| | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | — |
| | — |
| | — |
| | (34 | ) | | (6 | ) | | — |
| | — |
| | (40 | ) |
| | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 165 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive loss | — |
| | — |
| | — |
| | — |
| | (103 | ) | | — |
| | — |
| | |
| | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 62 |
|
| | | | | | | | | | | | | | | | |
| Net activity related to restricted stock units | — |
| | — |
| | (31 | ) | | — |
| | — |
| | 0.5 |
| | 48 |
| | 17 |
|
| Exercise of stock options | — |
| | — |
| | (17 | ) | | — |
| | — |
| | 0.2 |
| | 19 |
| | 2 |
|
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (5.9 | ) | | (200 | ) | | (200 | ) |
| | | | | | | | | | | | | | | | |
| Balance at December 31, 2018 | 137.1 |
| | $ | 1 |
| | $ | 6,771 |
| | $ | (1,091 | ) | | $ | (133 | ) | | (61.5 | ) | | $ | (5,134 | ) | | $ | 414 |
|
| | | | | | | | | | | | | | | | |
| Cumulative effect of accounting change | — |
| | — |
| | — |
| | 4 |
| | 1 |
| | — |
| | — |
| | 5 |
|
| | | | | | | | | | | | | | | | |
| Comprehensive income: | | | | | | | | | | | | | | | |
| Net income | — |
| | — |
| | — |
| | 302 |
| | — |
| | — |
| | — |
| | |
| Other comprehensive loss | — |
| | — |
| | — |
| | — |
| | (25 | ) | | — |
| | — |
| | |
| | | | | | | | | | | | | | | | |
| Total comprehensive income | | | | | | | | | | | | | | | 277 |
|
| Net activity related to restricted stock units | — |
| | — |
| | (24 | ) | | — |
| | — |
| | 0.4 |
| | 46 |
| | 22 |
|
| Exercise of stock options | — |
| | — |
| | (5 | ) | | — |
| | — |
| | 0.1 |
| | 5 |
| | — |
|
| Activity related to employee stock purchase plan | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Repurchase of common stock | — |
| | — |
| | — |
| | — |
| | — |
| | (2.2 | ) | | (62 | ) | | (62 | ) |
| | | | | | | | | | | | | | | | |
| Balance at December 31, 2019 | 137.1 |
| | $ | 1 |
| | $ | 6,741 |
| | $ | (785 | ) | | $ | (157 | ) | | (63.2 | ) | | $ | (5,144 | ) | | $ | 656 |
|
See Notes to Consolidated Financial Statements.
Avis Budget Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)
Avis Budget Group, Inc. provides mobility solutions to businesses and consumers worldwide. The accompanying Consolidated 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, the “Company”).
The Company operates 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 the Company does not operate directly. |
| |
| • | International—consisting primarily of (i) vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly. |
The Company has completed the business acquisitions discussed in Note 6 to these Consolidated Financial Statements. The operating results of the acquired businesses are included in the accompanying Consolidated Financial Statements from the dates of acquisition.
The Company presents separately the financial data of its vehicle programs. These programs are distinct from the Company’s 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 the Company’s vehicle programs. The Company believes it is appropriate to segregate the financial data of its vehicle programs because, ultimately, the source of repayment of such debt is the realization of such assets.
| |
| 2. | Summary of Significant Accounting Policies |
Principles of Consolidation
The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and all entities in which it has a direct or indirect controlling financial interest and variable interest entities for which the Company has determined it is the primary beneficiary. Intercompany transactions have been eliminated in consolidation.
Use of Estimates and Assumptions
The use of estimates and assumptions as determined by management is required in the preparation of the Consolidated Financial Statements in conformity with GAAP. These estimates are based on management’s evaluation of historical trends and other information available when the Consolidated Financial Statements are prepared and may affect the amounts reported and related disclosures. Actual results could differ from those estimates.
Revenue Recognition
The Company derives revenues primarily by providing vehicle rentals and other related products and mobility services to commercial and leisure customers, as well as through licensing of its rental brands. Other related products and mobility services include sales of collision and loss damage waivers under which a customer is relieved from financial responsibility arising from vehicle damage incurred during the rental; products and services for driving convenience such as fuel service options, chauffeur drive services, roadside safety net, electronic toll collection, tablet rentals, access to satellite radio, portable navigation
units and child safety seat rentals; and rentals of other supplemental items including automobile towing equipment and other moving accessories and supplies. The Company also receives payment from customers for certain operating expenses that it incurs, including airport concession fees that are paid by the Company in exchange for the right to operate at airports and other locations, as well as vehicle licensing fees. In addition, the Company collects membership fees in connection with its car sharing business.
Prior to January 1, 2018, the Company recognized revenue when persuasive evidence of an arrangement existed, the services had been rendered to the customer, the pricing was fixed and determinable and collection was reasonably assured. Vehicle and rental-related revenue was recognized over the period the vehicle was rented.
Beginning January 1, 2018, the Company recognized revenue when obligations under the terms of a contract with the customer were satisfied; generally this occurred evenly over the contract (over time); when control of the promised products or services was transferred to the customer. Revenue was measured as the amount of consideration the Company expected to be entitled to receive in exchange for transferring products or services. Certain customers may have received cash-based rebates, which were accounted for as variable consideration. The Company estimated these rebates based on the expected amount to be provided to customers and reduced revenue recognized. Vehicle rental and rental-related revenues were recognized evenly over the period of rental.
Beginning January 1, 2019, the Company combines all lease and nonlease components of its vehicle rental contracts for which the timing and pattern of transfer are the same and the lease component meets the classification of an operating lease. Vehicle rentals and other related products and mobility services are recognized evenly over the period of rental, which is on average four days. (See Note 3–Leases).
Licensing revenues principally consist of royalties paid by the Company’s licensees and are recorded as the licensees’ revenues are earned (over the rental period). The Company renews license agreements in the normal course of business and occasionally terminates, purchases or sells license agreements. In connection with ongoing fees that the Company receives from its licensees pursuant to license agreements, the Company is required to provide certain services, such as training, marketing and the operation of reservation systems.
The Company excludes from the measurement of its transaction price any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. As a result, revenue is recorded net of such taxes collected. Revenues and expenses associated with gasoline, airport concessions and vehicle licensing are recorded on a gross basis within revenues and operating expenses. Membership fees related to the Company’s car sharing business are generally nonrefundable, are deferred and recognized ratably over the period of membership.
For year ended December 31, 2018, the Company’s revenues were recognized in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” Effective January 1, 2019, revenues are recognized under ASU 2016-02, “Leases (Topic 842),” with the exception of royalty fee revenue derived from the Company licensees and revenue related to the Company’s customer loyalty program, which were approximately $144 million for the year ended December 31, 2019.
The following table presents the Company’s revenues disaggregated by geography.
|
| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Americas | $ | 6,352 |
| | $ | 6,186 |
|
| Europe, Middle East and Africa | 2,222 |
| | 2,314 |
|
| Asia and Australasia | 598 |
| | 624 |
|
| Total revenues | $ | 9,172 |
| | $ | 9,124 |
|
The following table presents the Company’s revenues disaggregated by brand.
|
| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Avis | $ | 5,250 |
| | $ | 5,266 |
|
| Budget | 3,179 |
| | 3,057 |
|
| Other | 743 |
| | 801 |
|
| Total revenues | $ | 9,172 |
| | $ | 9,124 |
|
________
Other includes Zipcar and other operating brands.
Deferred Revenue
The Company records deferred revenues when cash payments are received in advance of satisfying its performance obligations, including amounts that are refundable. In addition, certain customers earn loyalty points on rentals, for which the Company defers a portion of its rental revenues generally equivalent to the estimated retail value of points expected to be redeemed. The Company estimates points that will never be redeemed based upon actual redemption and expiration patterns. Currently loyalty points expire after 12 months of member inactivity. Future changes to expiration assumptions or expiration policy, or to program rules, may result in changes to deferred revenue as well as recognized revenues from the program.
The following table presents changes in deferred revenue associated with the Company’s customer loyalty program.
|
| | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| Balance, January 1 | $ | 64 |
| | $ | 69 |
|
| Revenue deferred | 17 |
| | 14 |
|
| Revenue recognized | (22 | ) | | (19 | ) |
| Balance, December 31 | $ | 59 |
| | $ | 64 |
|
_______
At December 31, 2019 and 2018, $22 million and $18 million was included in accounts payable and other current liabilities, respectively, and $37 million and $46 million, respectively, in other non-current liabilities. Non-current amounts are expected to be recognized as revenue within two to three years.
At January 1, 2018, the Company’s prepaid rentals and membership fees related to its car sharing business were $125 million. During the year ended December 31, 2018, additional revenues of $1,968 million were deferred and revenues of $1,970 million were recognized. At December 31, 2018, the ending prepaid rentals and car sharing membership fees were $123 million, of which $122 million was included in accounts payable and other current liabilities and $1 million was included in other non-current liabilities.
Currency Translation
Assets and liabilities of foreign operations are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the prevailing monthly average rate of exchange. The related translation adjustments are reflected in accumulated other comprehensive income (loss) in the stockholders’ equity section of the Consolidated Balance Sheets and in the Consolidated Statements of Comprehensive Income. The accumulated currency translation adjustment as of December 31, 2019 and 2018 was a gain of $9 million and a loss of $3 million, respectively. The Company has designated its euro-denominated Notes as a hedge of its investment in euro-denominated foreign operations and, accordingly, records the effective portion of gains or losses on this net investment hedge in accumulated other comprehensive income (loss) as part of currency translation adjustments.
Cash and Cash Equivalents, Program Cash and Restricted Cash
The Company considers highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Program cash primarily represents amounts specifically designated to purchase assets under vehicle programs and/or to repay the related debt, as such the Company considers it a restricted cash equivalent. The following table provides a detail of cash and cash equivalents, program and restricted cash reported within the Consolidated Balance Sheets to the amounts shown in the Consolidated Statements of Cash Flows:
|
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Cash and cash equivalents | $ | 686 |
| | $ | 615 |
|
| Program cash | 211 |
| | 115 |
|
Restricted cash (a) | 3 |
| | 5 |
|
| Total cash and cash equivalents, program and restricted cash | $ | 900 |
| | $ | 735 |
|
_________
| |
(a) | Included within other current assets. |
Property and Equipment
Property and equipment (including leasehold improvements) are stated at cost, net of accumulated depreciation and amortization. Depreciation (non-vehicle related) is computed utilizing the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Useful lives are as follows:
|
| |
| Buildings | 30 years |
| Furniture, fixtures & equipment | 3 to 10 years |
| Capitalized software | 3 to 7 years |
| Buses and support vehicles | 4 to 15 years |
The Company capitalizes the costs of software developed for internal use when the preliminary project stage is completed and management (i) commits to funding the project and (ii) believes it is probable that the project will be completed and the software will be used to perform the function intended. The software developed or obtained for internal use is amortized on a straight-line basis commencing when such software is ready for its intended use. The net carrying value of software developed or obtained for internal use was $261 million and $188 million as of December 31, 2019 and 2018, respectively.
Goodwill and Other Intangible Assets
Goodwill represents the excess, if any, of the fair value of the consideration transferred by the acquirer and the fair value of any non-controlling interest remaining in the acquiree, if any, over the fair values of the identifiable net assets acquired. The Company does not amortize goodwill, but assesses it for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amounts of their respective reporting units exceed their fair values. The Company performs its annual impairment assessment in the fourth quarter of each year at the reporting unit level. The Company assesses goodwill for such impairment by comparing the carrying value of each reporting unit to its fair value using the present value of expected future cash flows. When appropriate, comparative market multiples and other factors are used to corroborate the discounted cash flow results.
Other intangible assets, primarily trademarks, with indefinite lives are not amortized but are evaluated annually for impairment and whenever events or changes in circumstances indicate that the carrying amount of this asset may exceed its fair value. If the carrying value of an other intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Other intangible assets with finite lives are amortized over their estimated useful lives and are evaluated each reporting period to determine if circumstances warrant a revision to these lives.
Impairment of Long-Lived Assets
The Company is required to assess long-lived assets for impairment whenever circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the undiscounted expected future cash flows to be generated from such assets. Property and equipment is evaluated separately at the lowest level of identifiable cash flows. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value.
Vehicles
Vehicles are stated at cost, net of accumulated depreciation. The initial cost of the vehicles is recorded net of incentives and allowances from manufacturers. The Company acquires a portion of its rental vehicles pursuant to repurchase and guaranteed depreciation programs established by automobile manufacturers. Under these programs, the manufacturers agree to repurchase vehicles at a specified price and date, or guarantee the depreciation rate for a specified period of time, subject to certain eligibility criteria (such as car condition and mileage requirements). The Company depreciates vehicles such that the net book value on the date of return to the manufacturers is intended to equal the contractual guaranteed residual values, thereby minimizing any gain or loss.
Rental vehicles acquired outside of manufacturer repurchase and guaranteed depreciation programs are depreciated based upon their estimated residual values at their expected dates of disposition, after giving effect to anticipated conditions in the used car market. Any adjustments to depreciation are made prospectively.
The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as expected used vehicle auction market conditions. The Company regularly evaluates estimated residual values and adjusts depreciation rates as appropriate. Differences between actual residual values and those estimated result in a gain or loss on disposal and are recorded as part of vehicle depreciation at the time of sale. Vehicle-related interest expense amounts are net of vehicle-related interest income of $15 million, $15 million and $8 million for 2019, 2018 and 2017, respectively.
Advertising Expenses
Advertising costs are generally expensed in the period incurred and are recorded within selling, general and administrative expense in the Company’s Consolidated Statements of Operations. During 2019, 2018 and 2017, advertising costs were approximately $121 million, $116 million and $111 million, respectively.
Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. For information regarding the accounting for the effects of the Tax Cuts and Jobs Act (the “Tax Act”), see Note 9-Income Taxes. As a result of the provisions of the Tax Act, the Company accounts for Global Intangible Low-Taxed Income (“GILTI”) as a component of current period income tax expense in the year incurred.
The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. In the event the Company were to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes.
Fair Value Measurements
The Company measures the fair value of assets and liabilities and discloses the source for such fair value measurements. Financial assets and liabilities are classified as follows: Level 1, which refers to assets and liabilities valued using quoted prices from active markets for identical assets or liabilities; Level 2, which refers to assets and liabilities for which significant other observable market inputs are readily available; and Level 3, which are valued based on significant unobservable inputs.
The fair value of the Company’s financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market (Level 1 inputs). In some cases where quoted market prices are not available, prices are derived by considering the yield of the benchmark security that was issued to initially price the instruments and adjusting this rate by the credit spread that market participants would demand for the instruments as of the measurement date (Level 2 inputs). In situations where long-term borrowings are part of a conduit facility backed by short-term floating rate debt, the Company has determined that its carrying value approximates the fair value of this debt (Level 2 inputs). The carrying amounts of cash and cash equivalents, available-for-sale securities, accounts receivable, program cash and accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these assets and liabilities.
The Company’s derivative assets and liabilities consist principally of currency exchange contracts, interest rate swaps, interest rate caps and commodity contracts, and are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using internal valuation techniques, as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying exposure. The Company principally uses discounted cash flows to value these instruments. These models take into account a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves of the Company and counterparties, credit curves, counterparty creditworthiness and commodity prices. These factors are applied on a consistent basis and are based upon observable inputs where available.
Derivative Instruments
Derivative instruments are used as part of the Company’s overall strategy to manage exposure to market risks associated with fluctuations in currency exchange rates, interest rates and gasoline costs. As a matter of policy, derivatives are not used for trading or speculative purposes.
All derivatives are recorded at fair value either as assets or liabilities. Changes in fair value of derivatives not designated as hedging instruments are recognized currently in earnings within the same line item as the hedged item. The changes in fair value of a derivative that is designated as either a cash flow or net investment hedge is recorded as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods 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. Amounts related to our derivative instruments are recognized in the Consolidated Statements of Cash Flows consistent with the nature of the hedged item (principally operating activities).
Currency Transactions
Currency gains and losses resulting from foreign currency transactions are generally included in operating expenses within the Consolidated Statements of Operations; however, the net gain or loss of currency transactions on intercompany loans and the unrealized gain or loss on intercompany loan hedges are included within interest expense related to corporate debt, net.
Self-Insurance Reserves
The Consolidated Balance Sheets include $441 million and $421 million of liabilities associated with retained risks of liability to third parties as of December 31, 2019 and 2018, respectively. Such liabilities relate primarily to public liability and third-party property damage claims, as well as claims arising from the sale of ancillary insurance products including, but not limited to, supplemental liability, personal effects protection and personal accident insurance. These obligations represent an estimate for both reported claims not yet paid and claims incurred but not yet reported. The estimated reserve requirements for such claims are recorded on an undiscounted basis utilizing actuarial methodologies and various assumptions
which include, but are not limited to, the Company’s historical loss experience and projected loss development factors. The required liability is also subject to adjustment in the future based upon changes in claims experience, including changes in the number of incidents for which the Company is ultimately liable and changes in the cost per incident. These amounts are included within accounts payable and other current liabilities and other non-current liabilities.
The Consolidated Balance Sheets also include liabilities of approximately $56 million and $60 million as of December 31, 2019 and 2018, respectively, related to workers’ compensation, health and welfare and other employee benefit programs. The liabilities represent an estimate for both reported claims not yet paid and claims incurred but not yet reported, utilizing actuarial methodologies similar to those described above. These amounts are included within accounts payable and other current liabilities and other non-current liabilities.
Stock-Based Compensation
Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense on a straight-line basis over the vesting period. The Company’s policy is to record compensation expense for stock options, and restricted stock units that are time- and performance-based, for the portion of the award that vests. Compensation expense related to market-based restricted stock units is recognized provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. We estimate the fair value of restricted stock units using the market price of the Company’s common stock on the date of grant. We estimate the fair value of stock-based and cash unit awards containing a market condition using a Monte Carlo simulation model. Key inputs and assumptions used in the Monte Carlo simulation model include the stock price of the award on the grant date, the expected term, the risk-free interest rate over the expected term, the expected annual dividend yield and the expected stock price volatility. The expected volatility is based on a combination of the historical and implied volatility of the Company’s publicly traded, near-the-money stock options, and the valuation period is based on the vesting period of the awards. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant and, since the Company does not currently pay or plan to pay a dividend on its common stock, the expected dividend yield was zero.
Business Combinations
The Company uses the acquisition method of accounting for business combinations, which requires that the assets acquired and liabilities assumed be recorded at their respective fair values at the date of acquisition. Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized if fair value can be reasonably estimated at the acquisition date. The excess, if any, of (i) the fair value of the consideration transferred by the acquirer and the fair value of any non-controlling interest remaining in the acquiree, over (ii) the fair values of the identifiable net assets acquired is recorded as goodwill. Gains and losses on the re-acquisition of license agreements are recorded in the Consolidated Statements of Operations within transaction-related costs, net, upon completion of the respective acquisition. Costs incurred to effect a business combination are expensed as incurred, except for the cost to issue debt related to the acquisition.
The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The fair value of the contingent consideration is generally estimated by utilizing a Monte Carlo simulation technique, based on a range of possible future results (Level 3). Any changes in contingent consideration are recorded in transaction-related costs, net.
Transaction-related Costs, net
Transaction-related costs, net are classified separately in the Consolidated Statements of Operations. These costs are comprised of expenses 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 the Company, 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.
Investments
Joint venture investments are typically accounted for under the equity method of accounting. Under this method, the Company records its proportional share of the joint venture’s net income or loss within operating expenses in the Consolidated Statements of Operations. The Company assesses equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Any difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge if the loss in value is deemed other than temporary. As of December 31, 2019 and 2018, the Company had investments in joint ventures with a carrying value of $56 million and $48 million, respectively, recorded within other non-current assets on the Consolidated Balance Sheets.
In March 2018, the Company made an initial equity investment of €16 million ($20 million) in its licensee in Greece (“Greece”), for a 20% ownership stake. In June 2018, the Company purchased an additional 20% equity investment for €17 million ($19 million), including an acceleration premium, and as of June 30, 2018, had a 40% ownership stake in Greece.
Aggregate realized gains and losses on equity investments and dividend income are recorded within operating expenses on the Consolidated Statements of Operations. During 2019 and 2018, the amounts realized from the sale of equity investments and dividend income was $10 million and $5 million, respectively, and during 2017, the amounts were not material.
Divestitures
The Company classifies long-lived assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and the sale is probable and expected to be completed within one year. The Company initially measures assets and liabilities held for sale at the lower of their carrying value or fair value less costs to sell and assesses their fair value each reporting period until disposed. When the divestiture represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, the disposal is presented as a discontinued operation.
During 2018, the Company entered into a definitive stock purchase agreement to sell the Company’s 50% equity method investment in Anji Car Rental & Leasing Company Limited (“China”), located in China, to Shanghai Automotive Industry Sales Company, Ltd., a 50% owner of China. Upon receiving clearance from applicable regulatory authorities in China during 2019, the Company completed the sale for $64 million, net of cross-border withholding taxes and recorded a $44 million gain within operating expenses. China’s operations are reported within the Company’s International segment.
During 2018, as a result of the sale of a non-core business, the Company recognized a gain of $4 million within operating expenses on the Consolidated Statements of Operations.
Nonmarketable Equity Securities
The Company classifies investments without readily determinable fair values that are not accounted for under the equity method as nonmarketable equity securities. The accounting guidance requires nonmarketable equity securities to be recorded at cost and adjusted to fair value at each reporting period. The Company applies the measurement alternative, which allows these investments to be recorded at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Any changes in value are recorded within operating expenses. As of December 31, 2019 and 2018, the Company had investments in nonmarketable equity securities recorded within other non-current assets with a carrying value of $8 million in each period. The Company realized a $12 million gain from the sale of a nonmarketable equity security during the year ended December 31, 2019. There were no material adjustments made to the carrying amounts of nonmarketable equity securities during the years ended December 31, 2019 and 2018.
Adoption of New Accounting Pronouncements
Nonemployee Share-Based Payment Accounting
On January 1, 2018,2019, as a result of a new accounting pronouncement, the Company adopted ASU 2017-07, “Compensation—Retirement BenefitsAccounting
Standards Update (“ASU”) 2018-07, “Stock Compensation (Topic 715)718): Improving the Presentation of Net Periodic Pension Costs and Net Periodic Postretirement Benefit Cost,Improvements to Nonemployee Share-Based Payment Accounting,” which requires an entitysimplifies the accounting for share-based payments granted to disaggregatenonemployees for goods and services and aligns most of the components of net benefit cost recognized inguidance on such payments to nonemployees with the consolidated statements of operations.requirements for share-based payments granted to employees. The adoption of this accounting pronouncement did not have an impact on the Company’sCompany's Consolidated Financial Statements.
Recognition and Measurement of Financial Assets and Financial LiabilitiesAccounting for Hedging Activities
On January 1, 2018,2019, as athe result of a new accounting pronouncement, the Company adopted ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which makes limited amendments to the classification and measurement of financial instruments. The new standard amends certain disclosure requirements associated with the fair value of financial instruments. The adoption of this accounting pronouncement did not have a material impact on the Company’s Consolidated Financial Statements.
Intra-Entity Transfers of Assets Other Than Inventory
On January 1, 2018, as a result of a new accounting pronouncement, the Company adopted ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,” which removes the prohibition in Topic 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The adoption of this accounting pronouncement did not have an impact on the Company’s Consolidated Financial Statements.
Revenue from Contracts with Customers
On January 1, 2018, as a result of a new accounting pronouncement, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which outlines a single model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The new guidance applies to all contracts with customers except for leases, insurance contracts, financial instruments, certain nonmonetary exchanges and certain guarantees. Also, additional disclosures are required about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The Company has adopted the requirements of the new standard on a modified retrospective basis applied to all contracts. Prior
periods will not be retrospectively adjusted. As discussed in Leases below, the Company’s vehicle rental revenues will be accounted for under Topic 606 until the adoption of ASU 2016-02, “Leases (Topic 842) on January 1, 2019. Upon adoption of Topic 606, each transaction that generates customer loyalty points results in the deferral of revenue equivalent to the retail value of the redemption of the loyalty points. The associated revenue will be recognized at the time the customer redeems the loyalty points. Previously, the Company did not defer revenue and recorded an expense associated with the incremental cost of providing the future rental at the time when the loyalty points were earned. Accordingly, in the Company’s Consolidated Balance Sheet at January 1, 2018, customer loyalty program liability increased approximately $50 million related to the retail value of customer loyalty points earned, with a corresponding increase to accumulated deficit (approximately $40 million, net of tax) due to the cumulative impact of adopting Topic 606. Certain customers may receive cash-based rebates, which are accounted for as variable consideration under Topic 606. The Company currently estimates these rebates based on the expected amount to be provided to customers and reduces revenue recognized. There will not be significant changes to these rebate estimates under Topic 606.
Accounting for Hedging Activities
In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which amends the existing guidance to allow companies to more accurately present the economic results ofan entity’s risk management activities in the financial statements. ASU 2017-12 becomes effective forThe adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
Leases
On January 1, 2019, as the result of a new accounting pronouncement, the Company adopted Topic 842 along with related updates, which require a lessee to recognize all long-term leases on January 1, 2019. Early adoptionits balance sheet as a liability for its lease obligation, measured at the present value of lease payments not yet paid, and a corresponding asset representing its right to use the underlying asset over the lease term and expands disclosure of key information about leasing arrangements. Topic 842 does not significantly change a lessee’s recognition, measurement and presentation of expenses. Additionally, Topic 842 aligns key aspects of lessor accounting with the revenue recognition guidance in Topic 606.
The Company elected available practical expedients for existing or expired contracts of lessees and lessors wherein the Company is permitted.not required to reassess whether such contracts contain leases, the lease classification or the initial direct costs. The Company is currently evaluatingnot utilizing the effectpractical expedient which allows the use of hindsight by lessees and lessors in determining the lease term and in assessing impairment of its right-of-use (“ROU”) assets. Additionally, the Company elected as accounting policies to not recognize ROU assets or lease liabilities for short-term property leases (i.e., those with a term of 12 months or less at lease commencement) and, by class of underlying asset, to combine lease and nonlease components in the contract. The Company utilized the transition method allowing entities to only apply the new lease standard in the year of adoption.
Lessor
The Company has determined that revenues derived by providing vehicle rentals and other related products and mobility services to customers are within the scope of the accounting guidance contained in Topic 842 with the exception of royalty fee revenue derived from the Company’s licensees and revenue related to the Company’s customer loyalty program. The Company’s rental related revenues have been accounted for under the revenue accounting standard Topic 606, until the adoption of Topic 842.
The Company excludes from the measurement of its lease revenues any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. As a result, lease revenues exclude such taxes collected. Fees collected from customers for which the Company is the primary obligor such as airport concessions and vehicle licensing are recorded within revenues and corresponding remittances of these fees by the Company are recorded within operating expenses.
Lessee
The Company determines if an arrangement is a lease at inception. Operating leases, other than those associated with the Company’s vehicle rental programs, are included in operating lease ROU assets, accounts payable and other current liabilities, and long-term operating lease liabilities in the Company’s Consolidated Balance Sheets. Finance leases, other than those associated with the Company’s vehicle rental programs, are included in property and equipment, net, short-term debt and current portion of long-term debt, and long-term debt in the Company’s Consolidated Balance Sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets
and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. The operating lease ROU assets are reduced by any lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which are included in the calculation of ROU assets when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is usually recognized on a straight-line basis over the lease term.
The Company has lease agreements with lease and nonlease components, which are generally not accounted for separately. Additionally, for certain leases, the Company applies a portfolio approach to account for the operating lease ROU assets and liabilities as the leases are similar in nature and have nearly identical contract provisions.
Adoption of this standard resulted in most of the Company’s operating lease commitments being recognized as operating lease liabilities and right-of-use assets, which increased total assets and total liabilities by approximately $2,811 million related to property operating leases and $183 million related to vehicle operating leases. The Company recorded a beginning accumulated deficit adjustment of $5 million, net of tax, related to the adoption of this standard.
Recently Issued Accounting Pronouncements
Intangibles—Goodwill and Other—Internal-Use Software
On January 1, 2020, as the result of a new accounting pronouncement, the Company adopted ASU 2018-15 “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for determining when the arrangement includes a software license. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The amendments in this Update also require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, to present the expense in the same line in its statement of income as the fees associated with the hosting element (service) of the arrangement and classify payments for capitalized implementation costs in its statement of cash flows in the same manner as payments made for fees associated with the hosting element. The entity is also required to present the capitalized implementation costs in its balance sheet in the same line that a prepayment for the fees of the associated hosting arrangement would be presented. The adoption of this accounting pronouncement will not have a material impact on itsthe Company's Consolidated Financial Statements.
Fair Value Measurement
On January 1, 2020, as the result of a new accounting pronouncement, the Company adopted ASU 2018-13, “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” which adds, removes, and modifies disclosure requirements related to fair value measurements. The adoption of this accounting pronouncement will not have a material impact on the Company's Consolidated Financial Statements.
Measurement of Credit Losses on Financial Instruments
In June 2016,On January 1, 2020, as the FASB issuedresult of a new accounting pronouncement, the Company adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and related updates which sets forth a current expected credit loss impairment model for financial assets that replaces the current incurred loss model. This model requires a financial asset (or group of financial assets), including trade receivables, measured at amortized cost to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The adoption of this accounting pronouncement will not have a material impact on the Company's Consolidated Financial Statements.
Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued 2019-12, “Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions and improving the application of existing guidance. ASU 2016-132019-12 becomes effective for the Company on January 1, 2020.2021. Early adoption is permitted aspermitted. The Company is currently evaluating the impact of this accounting pronouncement on its Consolidated Financial Statements.
Compensation—Retirement Benefits—Defined Benefit Plans
In August 2018, the FASB issued ASU 2018-14, “Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,” which adds, removes, and clarifies disclosure requirements related to defined benefit pension and other postretirement plans. These changes are part of the FASB’s disclosure framework project, which the Board launched in 2014 to improve the effectiveness of disclosures in notes to financial statements. ASU 2018-14 becomes effective for the Company on January 1, 2019.2021. Early adoption is permitted. The adoption of this accounting pronouncement is not expected to have a material impact on the Company's Consolidated Financial Statements.
Leases
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires a lessee to recognize all long-term leases on its balance sheet as a liability for its lease obligation, measured at the present value of lease payments not yet paid, and a corresponding asset representing its right to use the underlying asset over the lease term and expands disclosure of key information about leasing arrangements. The ASU does not significantly change a lessee’s recognition, measurement and presentation of expenses and cash flows. Additionally, ASU 2016-02 aligns key aspects of lessor accounting with the new revenue recognition guidance in ASU 2014-09 (see above). ASU 2016-02 becomes effective for the Company on January 1, 2019. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach which includes a number of optional practical expedients that entities may elect to apply. The Company is currently evaluating and planning for the implementation of this ASU, including assessing its overall impact, and expects most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption, which will materially increase total assets and total liabilities relative to such amounts prior to adoption. The Company has determined portions of its vehicle rental contracts that convey the right to control the use of identified assets are within the scope of the accounting guidance contained in ASU 2016-02. As discussed in Revenue from Contracts with Customers above, the Company’s vehicle rental revenues will be accounted for under the revenue accounting standard Topic 606 effective January 1, 2018, until the adoption of this accounting pronouncement on January 1, 2019.
Income Taxes
In January 2018, the FASB issued FASB Staff Question and Answer Topic 740, No. 5: Accounting for Global Intangible Low-Taxed Income (“GILTI”), which provides guidance on accounting for the GILTI provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance allows accounting for tax on GILTI to be treated as a deferred tax item or as a component of current period income tax expense in the year incurred, subject to an accounting policy election. The Company has not completed its analysis of the GILTI provisions of the Tax Act and therefore has not made an accounting policy election related to such provision. The Company will complete its analysis in a subsequent period not to exceed one year from the date of the enactment of the Tax Act and will elect an accounting policy at such time.
| |
| 3. | Earnings Per ShareLeases |
Lessor
The following table presents the Company’s lease revenues disaggregated by geography.
|
| | | | | | |
| | | | Year Ended December 31, 2019 |
| Americas | | | $ | 6,303 |
|
| Europe, Middle East and Africa | | | 2,141 |
|
| Asia and Australasia | | | 584 |
|
| Total lease revenues | | | $ | 9,028 |
|
The following table presents the Company’s lease revenues disaggregated by brand.
|
| | | | | | |
| | | | Year Ended December 31, 2019 |
| Avis | | | $ | 5,163 |
|
| Budget | | | 3,129 |
|
| Other | | | 736 |
|
| Total lease revenues | | | $ | 9,028 |
|
________
Other includes Zipcar and other operating brands.
Lessee
The Company has operating and finance leases for rental locations, corporate offices, vehicle rental fleet and equipment. Many of the Company’s operating leases for rental locations contain concession agreements with various airport authorities that allow the Company to conduct its 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 ROU assets and operating lease liabilities, and are recorded as variable lease expense as incurred. The Company’s operating leases for rental locations often also require the Company to pay or reimburse operating expenses.
The Company leases a portion of its vehicles under operating leases. As of December 31, 2019, the Company has guaranteed up to $314 million of residual values for these vehicles at the end of their respective lease terms. The Company believes that, based on current market conditions, the net proceeds
from the sale of these vehicles at the end of their lease terms will equal or exceed their net book values and therefore has not recorded a liability related to guaranteed residual values.
The components of lease expense are as follows: |
| | | | | |
| | | | Year Ended December 31, 2019 |
Property leases (a) | | | |
| Operating lease expense | | | $ | 722 |
|
| Variable lease expense | | | 274 |
|
| Sublease income | | | (8 | ) |
| Total property lease expense | | | $ | 988 |
|
| | | | |
| Vehicle leases | | | |
| Finance lease expense: | | | |
Amortization of ROU assets (b) | | | $ | 42 |
|
Interest on lease liabilities (c) | | | 4 |
|
Operating lease expense (b) | | | 255 |
|
| Total vehicle lease expense | | | $ | 301 |
|
__________
| |
(a) | Primarily included in operating expenses. |
| |
(b) | Included in vehicle depreciation and lease charges, net. |
| |
(c) | Included in vehicle interest, net. |
Supplemental balance sheet information related to leases is as follows: |
| | | |
| | As of
December 31, 2019 |
| Property leases | |
| Operating lease ROU assets | $ | 2,596 |
|
| | |
Short-term operating lease liabilities (a) | $ | 479 |
|
| Long-term operating lease liabilities | 2,140 |
|
| Operating lease liabilities | $ | 2,619 |
|
| | |
| Weighted average remaining lease term | 8.9 years |
|
| Weighted average discount rate | 4.31 | % |
| | |
| Vehicle leases | |
| Finance | |
| Finance lease ROU assets, gross | $ | 337 |
|
| Accumulated amortization | (56 | ) |
Finance lease ROU assets, net (b) | $ | 281 |
|
| | |
| Short-term vehicle finance lease liabilities | $ | 95 |
|
| Long-term vehicle finance lease liabilities | 157 |
|
Vehicle finance lease liabilities (c) | $ | 252 |
|
| | |
| Weighted average remaining lease term | 2.0 years |
|
| Weighted average discount rate | 1.67 | % |
| | |
| Operating | |
Vehicle operating lease ROU assets (d) | $ | 195 |
|
| | |
| Short-term vehicle operating lease liabilities | $ | 124 |
|
| Long-term vehicle operating lease liabilities | 71 |
|
Vehicle operating lease liabilities (e) | $ | 195 |
|
| | |
| Weighted average remaining lease term | 1.8 years |
|
| Weighted average discount rate | 3.08 | % |
_________
| |
(a) | Included in Accounts payable and other current liabilities. |
| |
(b) | Included in Vehicles, net within Assets under vehicle programs. |
| |
(c) | Included in Debt within Liabilities under vehicle programs. |
| |
(d) | Included in Receivables from vehicle manufacturers and other within Assets under vehicle programs. |
| |
(e) | Included in Other within Liabilities under vehicle programs. |
Supplemental cash flow information related to leases is as follows: |
| | | |
| | Year Ended December 31, 2019 |
| Cash payments for lease liabilities within operating activities: | |
| Property operating leases | $ | 733 |
|
| Vehicle operating leases | 248 |
|
| Vehicle finance leases | 4 |
|
| Cash payments for lease liabilities within financing activities: | |
| Vehicle finance leases | 266 |
|
| Non-cash activities - increase (decrease) in ROU assets in exchange for lease liabilities: | |
Property operating leases (a) | 531 |
|
Vehicle operating leases (a) | 262 |
|
| Vehicle finance leases | 304 |
|
_________
| |
(a) | ROU assets obtained in exchange for lease liabilities since initial recognition. |
Maturities of lease liabilities as of December 31, 2019 are as follows: |
| | | | | | | | | | | |
| | Property Operating Leases | | Vehicle Finance Leases | | Vehicle Operating Leases |
| Within 1 year | $ | 580 |
| | $ | 95 |
| | $ | 128 |
|
| Between 1 and 2 years | 470 |
| | 29 |
| | 51 |
|
| Between 2 and 3 years | 400 |
| | 127 |
| | 17 |
|
| Between 3 and 4 years | 348 |
| | 1 |
| | 5 |
|
| Between 4 and 5 years | 230 |
| | — |
| | — |
|
| Thereafter | 1,174 |
| | — |
| | — |
|
| Total lease payments | 3,202 |
| | 252 |
| | 201 |
|
| Less: Imputed interest | (583 | ) | | — |
| | (6 | ) |
| Total | $ | 2,619 |
| | $ | 252 |
| | $ | 195 |
|
4. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (“EPS”) (shares in millions):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net income for basic and diluted EPS | $ | 302 |
| | $ | 165 |
| | $ | 361 |
|
| | | | | | |
| Basic weighted average shares outstanding | 75.2 |
| | 79.3 |
| | 83.4 |
|
| Options and non-vested stock | 0.5 |
| | 0.8 |
| | 1.4 |
|
| Diluted weighted average shares outstanding | 75.7 |
| | 80.1 |
| | 84.8 |
|
| | | | | | |
| Earnings per share: | | | | | |
| | Basic | $ | 4.01 |
| | $ | 2.08 |
| | $ | 4.32 |
|
| | Diluted | $ | 3.98 |
| | $ | 2.06 |
| | $ | 4.25 |
|
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Net income for basic and diluted EPS | $ | 361 |
| | $ | 163 |
| | $ | 313 |
|
| | | | | | |
| Basic weighted average shares outstanding | 83.4 |
| | 92.0 |
| | 103.4 |
|
| Options and non-vested stock | 1.4 |
| | 1.3 |
| | 1.6 |
|
| Diluted weighted average shares outstanding | 84.8 |
| | 93.3 |
| | 105.0 |
|
| | | | | | |
| Earnings per share: | | | | | |
| | Basic | $ | 4.32 |
| | $ | 1.78 |
| | $ | 3.02 |
|
| | Diluted | $ | 4.25 |
| | $ | 1.75 |
| | $ | 2.98 |
|
The following table summarizes the Company’s outstanding common stock equivalents that were anti-dilutive and therefore excluded from the computation of diluted EPS (shares in millions):
|
| | | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 | | 2015 |
Non-vested stock (a) | 0.5 |
| | 0.2 |
| | 0.1 |
|
|
| | | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 | | 2017 |
Non-vested stock (a) | 0.5 |
| | 0.2 |
| | 0.5 |
|
__________
| |
(a) | The weighted average grant date fair value for anti-dilutive non-vested stock for 2019, 2018 and 2017 2016was $39.48, $48.66 and 2015 was $38.40, $52.07 and $61.15, respectively. |
| |
4. | Restructuring and Other Related Charges |
5. Restructuring and Other Related Charges
Restructuring
During third quarter 2019, the Company initiated a restructuring plan to exit its operations in Brazil by closing rental facilities, disposing of assets and terminating personnel (“Brazil”). As of December 31, 2019, the Company terminated the employment of approximately 195 employees. The Company expects further restructuring expense of approximately $8 million related to this initiative.
During first quarter 2019, the Company initiated a restructuring plan to drive global efficiency by improving processes and consolidating functions, and to create new objectives and strategies for its truck rental operations in the U.S. by reducing headcount, large vehicles and rental locations (“T19”). During the year ended December 31, 2019, as part of this process, the Company formally communicated the termination of employment to approximately 540 employees, and as of December 31, 2019, the Company had terminated approximately 440 of these employees. The Company expects no further restructuring expense related to this initiative. This initiative is substantially complete.
During first quarter 2018, the Company initiated a strategic restructuring plan to improve processes and reduce headcount in response to its new workforce planning technology that allows more effective management of staff levels (“Workforce planning”). The costs associated with this initiative primarily represent severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in cash. This initiative is complete.
During fourth quarter 2017, the Company initiated a strategic restructuring initiative to better position its truck rental operations in the U.S., in which it closed certain rental locations and reduced the size of the older rental fleet, with the intent to increase fleet utilization and reduce vehicle and overhead costs (“Truck initiative”). During the year ended December 31, 2017, as part of thisThis initiative the Company formally communicated the termination of employment to approximately 25 employees, and as of December 31, 2017, the Company had terminated the employment of approximately 20 of these employees. The Company expects further restructuring expense of approximately $3 million related to this initiative to be incurred in 2018.is complete.
During first quarter 2017, the Company initiated a strategic restructuring initiative to drive operational efficiency throughout the organization by reducing headcount, improving processes and consolidating functions, closing certain rental locations and decreasing the size of its fleet (“T17”). During the year ended December 31, 2017, as part of this initiative, the Company formally communicated the termination of employment to approximately 680 employees, and as of December 31, 2017, the Company had terminated the employment of approximately 665 of these employees. The costs associated with this initiative primarily represent severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in cash. This initiative is substantially complete.
In 2014, the Company committed to various strategic initiatives to identify best practices and drive efficiency throughout its organization, by reducing headcount, improving processes and consolidating functions (“T15”). In first quarter 2016, the Company expanded the T15 restructuring to take advantage of additional efficiency opportunities. The expanded T15 restructuring fits within the initiative’s focus areas to identify best practices and drive efficiency throughout the organization, including the consolidation of rental locations. During the years ended December 31, 2016 and 2015, as part of this process, the Company formally communicated the termination of employment to approximately 615 and 325 employees, respectively. At December 31 2017, the Company had terminated approximately 990 employees as part of this initiative. The costs associated with this initiative primarily represent severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in cash. This initiative is complete.
In conjunction with previous acquisitions, the Company identified opportunities to integrate and streamline its operations, primarily in Europe (“Acquisition integration”). During the years ended December 31, 2016 and 2015, as part of this process, the Company formally communicated the termination of employment to approximately 115 and 180 employees, respectively. At December 31, 2017, the Company had terminated approximately 260 of these employees. This initiative is complete.
In 2011, subsequent to the acquisition of Avis Europe plc, the Company initiated restructuring initiatives, identifying synergies across the Company, enhancing organizational efficiencies and consolidating and rationalizing processes (“Avis Europe”). During the year ended December 31, 2014, as part of this process, the Company formally communicated the termination of employment to approximately 230 employees. The costs associated with severance, outplacement services and other costs associated with employee terminations were settled in cash. This initiative is complete.
The following tables summarize the change to our restructuring-related liabilities and identifyidentifies the amounts recorded within the Company’s reporting segments for restructuring charges and corresponding payments and utilizations:
| | | | Personnel Related | | Facility Related | | Other (a) | | Total | Personnel Related | | Facility Related | | Other (a) | | Total |
| Balance as of January 1, 2015 | $ | 14 |
| | $ | 3 |
| | $ | — |
| | $ | 17 |
| |
| Restructuring expense: | | | | | | | | |
| T15 | 9 |
| | — |
| | — |
| | 9 |
| |
| Acquisition integration | 9 |
| | — |
| | — |
| | 9 |
| |
| Restructuring payment: | | | | | | | | |
| T15 | (12 | ) | | — |
| | — |
| | (12 | ) | |
| Acquisition integration | (3 | ) | | — |
| | — |
| | (3 | ) | |
| Avis Europe | (7 | ) | | (2 | ) | | — |
| | (9 | ) | |
| Balance as of December 31, 2015 | 10 |
| | 1 |
| | — |
| | 11 |
| |
| Restructuring expense: | | | | | | | | |
| T15 | 15 |
| | 1 |
| | 5 |
| | 21 |
| |
| Acquisition integration | 9 |
| | — |
| | — |
| | 9 |
| |
| Avis Europe | (1 | ) | | — |
| | — |
| | (1 | ) | |
| Restructuring payment/utilization: | | | | | | | | |
| T15 | (12 | ) | | (1 | ) | | (5 | ) | | (18 | ) | |
| Acquisition integration | (15 | ) | | — |
| | — |
| | (15 | ) | |
| Avis Europe | (1 | ) | | — |
| | — |
| | (1 | ) | |
| Balance as of December 31, 2016 | 5 |
| | 1 |
| | — |
| | 6 |
| |
| Balance as of January 1, 2017 | | $ | 5 |
| | $ | 1 |
| | $ | — |
| | $ | 6 |
|
| Restructuring expense: | | | | | | | | | | | | | | |
| Truck initiative | 1 |
| | — |
| | 4 |
| | 5 |
| 1 |
| | — |
| | 4 |
| | 5 |
|
| T17 | 20 |
| | — |
| | 15 |
| | 35 |
| 20 |
| | — |
| | 15 |
| | 35 |
|
| Restructuring payment/utilization: | | | | | | | | | | | | | | |
| Truck initiative | (1 | ) | | — |
| | (4 | ) | | (5 | ) | (1 | ) | | — |
| | (4 | ) | | (5 | ) |
| T17 | (17 | ) | | (1 | ) | | (15 | ) | | (33 | ) | (17 | ) | | (1 | ) | | (15 | ) | | (33 | ) |
| T15 | (3 | ) | | — |
| | — |
| | (3 | ) | (3 | ) | | — |
| | — |
| | (3 | ) |
| Acquisition integration | (1 | ) | | — |
| | — |
| | (1 | ) | (1 | ) | | — |
| | — |
| | (1 | ) |
| Balance as of December 31, 2017 | $ | 4 |
| | $ | — |
| | $ | — |
| | $ | 4 |
| 4 |
| | — |
| | — |
| | 4 |
|
| Restructuring expense: | | | | | | | | |
| Workforce planning | | 11 |
| | — |
| | 2 |
| | 13 |
|
| Truck initiative | | 1 |
| | — |
| | 4 |
| | 5 |
|
| T17 | | — |
| | — |
| | 2 |
| | 2 |
|
| T15 | | 1 |
| | — |
| | — |
| | 1 |
|
| Restructuring payment/utilization: | | | | | | | | |
| Workforce planning | | (11 | ) | | — |
| | (1 | ) | | (12 | ) |
| Truck initiative | | (1 | ) | | — |
| | (4 | ) | | (5 | ) |
| T17 | | (3 | ) | | — |
| | (2 | ) | | (5 | ) |
| T15 | | (1 | ) | | — |
| | — |
| | (1 | ) |
| Balance as of December 31, 2018 | | 1 |
| | — |
| | 1 |
| | 2 |
|
| Restructuring expense: | | | | | | | | |
| T19 | | 24 |
| | — |
| | 31 |
| | 55 |
|
| Brazil | | 1 |
| | 1 |
| | 5 |
| | 7 |
|
| Restructuring payment/utilization: | | | | | | | | |
| T19 | | (21 | ) | | — |
| | (30 | ) | | (51 | ) |
| Brazil | | (1 | ) | | — |
| | (5 | ) | | (6 | ) |
| Workforce planning | | (1 | ) | | — |
| | — |
| | (1 | ) |
| Balance as of December 31, 2019 | | $ | 3 |
| | $ | 1 |
| | $ | 2 |
| | $ | 6 |
|
__________
| |
(a) | Includes expenses primarily related to the disposition of vehicles. |
| | | | Americas | | International | | Total | Americas | | International | | Total |
| Balance as of January 1, 2015 | $ | 4 |
| | $ | 13 |
| | $ | 17 |
| |
| Restructuring expense: | | | | | | |
| T15 | 6 |
| | 3 |
| | 9 |
| |
| Acquisition integration | 1 |
| | 8 |
| | 9 |
| |
| Restructuring payment: | | | | | | |
| T15 | (8 | ) | | (4 | ) | | (12 | ) | |
| Acquisition integration | (1 | ) | | (2 | ) | | (3 | ) | |
| Avis Europe | (1 | ) | | (8 | ) | | (9 | ) | |
| Balance as of December 31, 2015 | 1 |
| | 10 |
| | 11 |
| |
| Restructuring expense: | | | | | | |
| T15 | 11 |
| | 10 |
| | 21 |
| |
| Acquisition integration | — |
| | 9 |
| | 9 |
| |
| Avis Europe | — |
| | (1 | ) | | (1 | ) | |
| Restructuring payment/utilization: | | | | | | |
| T15 | (11 | ) | | (7 | ) | | (18 | ) | |
| Acquisition integration | — |
| | (15 | ) | | (15 | ) | |
| Avis Europe | — |
| | (1 | ) | | (1 | ) | |
| Balance as of December 31, 2016 | 1 |
| | 5 |
| | 6 |
| |
| Balance as of January 1, 2017 | | $ | 1 |
| | $ | 5 |
| | $ | 6 |
|
| Restructuring expense: | | | | | | | | | | |
| Truck initiative | 5 |
| | — |
| | 5 |
| 5 |
| | — |
| | 5 |
|
| T17 | 25 |
| | 10 |
| | 35 |
| 25 |
| | 10 |
| | 35 |
|
| Restructuring payment/utilization: | | | | | | | | | | |
| Truck initiative | (5 | ) | | — |
| | (5 | ) | (5 | ) | | — |
| | (5 | ) |
| T17 | (24 | ) | | (9 | ) | | (33 | ) | (24 | ) | | (9 | ) | | (33 | ) |
| T15 | (1 | ) | | (2 | ) | | (3 | ) | (1 | ) | | (2 | ) | | (3 | ) |
| Acquisition integration | — |
| | (1 | ) | | (1 | ) | — |
| | (1 | ) | | (1 | ) |
| Balance as of December 31, 2017 | $ | 1 |
| | $ | 3 |
| | $ | 4 |
| 1 |
| | 3 |
| | 4 |
|
| Restructuring expense: | | | | | | |
| Workforce planning | | 4 |
| | 9 |
| | 13 |
|
| Truck initiative | | 5 |
| | — |
| | 5 |
|
| T17 | | 2 |
| | — |
| | 2 |
|
| T15 | | — |
| | 1 |
| | 1 |
|
| Restructuring payment/utilization: | | | | | | |
| Workforce planning | | (4 | ) | | (8 | ) | | (12 | ) |
| Truck initiative | | (5 | ) | | — |
| | (5 | ) |
| T17 | | (3 | ) | | (2 | ) | | (5 | ) |
| T15 | | — |
| | (1 | ) | | (1 | ) |
| Balance as of December 31, 2018 | | — |
| | 2 |
| | 2 |
|
| Restructuring expense: | | | | | | |
| T19 | | 39 |
| | 16 |
| | 55 |
|
| Brazil | | 7 |
| | — |
| | 7 |
|
| Restructuring payment/utilization: | | | | | | |
| T19 | | (38 | ) | | (13 | ) | | (51 | ) |
| Brazil | | (6 | ) | | — |
| | (6 | ) |
| Workforce planning | | — |
| | (1 | ) | | (1 | ) |
| Balance as of December 31, 2019 | | $ | 2 |
| | $ | 4 |
| | $ | 6 |
|
Other Related Charges
Officer Separation Costs
In May 2019, the Company announced the resignation of Larry D. De Shon as the Company’s President and Chief Executive Officer. Mr. De Shon continued to serve in his role until a successor had been named and was employed by the Company through December 31, 2019. In connection with Mr. De Shon’s departure, the Company recorded other related charges of approximately $14 million, inclusive of accelerated stock-based compensation expense and executive search firm fees.
In March 2019, the Company announced the resignation of Mark J. Servodidio as the Company’s President, International effective June 14, 2019. In connection with Mr. Servodidio’s departure, the Company recorded other related charges of approximately $4 million, inclusive of accelerated stock-based compensation expense.
On May 12, 2017, the Company announced the resignation of David B. Wyshner as the Company’s President and Chief Financial Officer. In connection with Mr. Wyshner’s departure, the Company recorded other related charges of $7 million during the year ended December 31, 2017, inclusive of accelerated stock-based compensation expense of $2 million.
Limited Voluntary Opportunity Plans (“LVOP”)
During 2017, the Company offered voluntary termination programs to certain employees in the Americas’ field operations, shared services, and general and administrative functions for a limited time. These employees, if qualified, elected resignation from employment in return for enhanced severance benefits to be settled in cash. During the year ended December 31, 2017, the Company recorded other related charges of $16 million in connection with LVOP. Approximately 355 qualified employees elected to participate in the plans, and as of December 31, 2017, the Company had terminated the employment of approximately 340 of these participants.
2017
2019
Avis and Budget Licensees
During 2017,In 2019, the Company completed the acquisitions of various licensees primarily in Europe and North America, for approximately $9$55 million, plus $4$27 million for acquired fleet.fleet, of which $74 million was paid. The remaining $8 million of the purchase price will be paid primarily in 2020. These investments were in linein-line with the Company’s strategy to re-acquire licensees when advantageous to expand ourits footprint of Company-operated locations. The acquired fleet was financed under the Company’s existing financing arrangements.
The excess of the purchase price over preliminary fair value of net assets acquired was allocated to goodwill, which was assigned to the Company’s Americas reportable segment. In connection with these acquisitions, approximately $12$21 million was recorded in goodwill, other intangibles of $24 million related to license agreements.agreements and $7 million related to customer relationships. The license agreements will beand customer relationships are being amortized over a weighted average useful life of approximately three years. In addition, at the time of the acquisitions, the Company recorded $2 million in non-cash charges within transaction-related costs, net in connection with the license rights reacquired by the Company.The goodwill is expected to be deductible for tax purposes. The fair value of the assets acquired and liabilities assumed has not yet been finalized and is therefore subject to change.
ACL Hire Limited2018
Turiscar Group
In November 2017,October 2018, the Company completed the acquisition of ACL Hire Limited,Turiscar Group, a provider of vehicle rental companyservices in Scotland and the UK specializing in commercial and mid-size transit vans,Portugal, for approximately $5€22 million (approximately $25 million), net of acquired cash, and agreed to an additional $2of which €23 million (approximately $26 million) was paid. The remaining €4 million of contingent consideration which is contingent on ACL Hire Limited’s future financial performance.the purchase price will be paid during the three months ended December 31, 2020. The investment enabled the Company to strengthen and expand its commitment in the Portuguese market. The excess of the purchase price over preliminary fair value of net assets acquired was allocated to goodwill, which was assigned to the Company’s International reportable segment. In connection with this acquisition, approximately $5 million was recorded in goodwill. The goodwill is not deductible for tax purposes. The fair value of the assets acquired and liabilities assumed has not yet been finalized and is therefore subject to change.
2016
FranceCars
In December 2016, the Company completed the acquisition of FranceCars for approximately $45 million, net of acquired cash. The investment enabled the Company to expand its footprint with a leading provider of vehicle rental services in France. The excess of the purchase price over preliminary fair value of net assets acquired was allocated to goodwill, which was assigned to the Company’s International reportable segment. In connection with this acquisition, approximately $22$12 million was recorded in goodwill, $6and other intangibles of $10 million was recorded inrelated to customer relationships and $9$2 million related to trademarks was recorded in other intangibles.were recorded. The customer relationships and trademarks are being amortized over a weighted average useful life of approximately eight11 years. The goodwill is not deductible for tax purposes. Differences between the preliminary allocation of purchase price and the final allocation were not material for FranceCars.material.
2015Morini S.p.A.
Maggiore Group
In April 2015,July 2018, the Company completed the acquisition of Maggiore Group (“Maggiore”Morini S.p.A. (”Morini”) for approximately $160€35 million (approximately $40 million), net of acquired cash, and short-term investments.plus potential earn-out payments of €5 million (approximately $6 million) based on Morini’s performance over the next two years. During the year ended December 31, 2018, the Company paid €28 million (approximately $32 million). The remaining €7 million of the purchase price will be paid during the three months ended March 31, 2020. The investment enabled the Company to expand its footprint with a leading provider of vehicle rental services in Northern Italy. The excess of the purchase price over preliminary fair value of net assets acquired was allocated to goodwill, which was assigned to the Company’s International reportable segment. In connection with this acquisition, approximately $82$42 million was recorded in goodwill, $50and other intangibles of $6 million was recorded inrelated to customer relationships, $34$3 million related to trademarks and $2 million related to license agreements were recorded in other intangibles and $11 million was recorded in license agreements.recorded. The customer relationships, trademarks and license agreements are being amortized over a weighted average useful life of approximately tensix years. The goodwill is not deductible for tax purposes. Differences between the preliminary allocation of purchase price and the final allocation were not materialmaterial.
Avis and Budget Licensees
In 2018, the Company completed the acquisitions of various licensees in Europe and North America, for Maggiore.
approximately $38 million, net of acquired cash. These investments were in line with the Company’s strategy to re-acquire licensees when advantageous to expand its footprint of Company-operated locations. The acquired fleet was financed under the Company’s existing financing arrangements. In connection with
Brazil
In August 2013, the Company made an initial equity investment in its Brazilian licensee (“Brazil”) forthese acquisitions, other intangibles of approximately $42 million related to license agreements was recorded. The license agreements are being amortized over a 50% ownership stake. In April 2015, the Company acquired the remaining 50% equity interest in Brazil, which is now a wholly-owned subsidiary, for cash considerationweighted average useful life of $8 million plus $46 million principally to acquire debt interests and settle certain debt and accrued interest obligations. Since the Company previously accounted for its 50% interest in Brazil as an equity-method investment, in order to recognize Brazil as a wholly-owned subsidiary in April 2015, the Company remeasured its previously held equity method investment to fair value using the Income approach-discounted cash flow method (Level 3), resulting in a loss of $8 million during 2015 as part of transaction-related costs. $77 million was allocated to goodwill for the excess of the purchase price over preliminary fair value of net assets acquired, which was assigned to
the Company’s Americas reportable segment and is not deductible for tax purposes.approximately two years. Differences between the preliminary allocation of purchase price and the final allocation were not material for Brazil.material.
Avis and Budget Licensees
In November and January 2015, the Company completed the acquisitions of its Avis licensee in Poland and its Avis and Budget licensees in Norway, Sweden and Denmark, respectively, for approximately $62 million, net of acquired cash. Additionally, the Company settled debt obligations of approximately $23 million in Poland. These investments enabled the Company to expand its footprint of Company-operated locations in Europe. The excess of the purchase price over preliminary fair value of net assets acquired was allocated to goodwill, which was assigned to the Company’s International reportable segment. In connection with these acquisitions, approximately $36 million was recorded in license agreements, $29 million was recorded in goodwill and $12 million was recorded in customer relationships. The license agreements and customer relationships will be amortized over a weighted average useful life of approximately eight years. In addition, at the time of acquisition, the Company recorded a $25 million non-cash charge within transaction-related costs, net in connection with license rights reacquired by the Company. The goodwill is not deductible for tax purposes. Differences between the preliminary allocation of purchase price and the final allocation were not material for Avis and Budget Licensees.
7. Intangible Assets
Intangible assets consisted of:
| | | | As of December 31, 2017 | | As of December 31, 2016 | As of December 31, 2019 | | As of December 31, 2018 |
| | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Amortized Intangible Assets | | | | | | | | | | | | | | | | | | | | | | |
License agreements (a) | $ | 281 |
| | $ | 140 |
| | $ | 141 |
| | $ | 261 |
| | $ | 109 |
| | $ | 152 |
| $ | 241 |
| | $ | 108 |
| | $ | 133 |
| | $ | 305 |
| | $ | 168 |
| | $ | 137 |
|
Customer relationships (b) | 242 |
| | 119 |
| | 123 |
| | 224 |
| | 90 |
| | 134 |
| 255 |
| | 165 |
| | 90 |
| | 251 |
| | 141 |
| | 110 |
|
Other (c) | 51 |
| | 18 |
| | 33 |
| | 46 |
| | 12 |
| | 34 |
| 50 |
| | 25 |
| | 25 |
| | 52 |
| | 21 |
| | 31 |
|
| | $ | 574 |
| | $ | 277 |
| | $ | 297 |
| | $ | 531 |
| | $ | 211 |
| | $ | 320 |
| $ | 546 |
| | $ | 298 |
| | $ | 248 |
| | $ | 608 |
| | $ | 330 |
| | $ | 278 |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Unamortized Intangible Assets | | | | | | | | | | | | | | | | | | | | | | |
| Goodwill | $ | 1,073 |
| | | | | | $ | 1,007 |
| | | | | $ | 1,101 |
| | | | | | $ | 1,092 |
| | | | |
| Trademarks | $ | 553 |
| | | | | | $ | 550 |
| | | | | $ | 550 |
| | | | | | $ | 547 |
| | | | |
_________
| |
(a) | Primarily amortized over a period ranging from 03 to 40 years with a weighted average life of 1819 years. |
| |
(b) | Primarily amortized over a period ranging from 3 to 20 years with a weighted average life of 1211 years. |
| |
(c) | Primarily amortized over a period ranging from 40 to 10 years with a weighted average life of 9 years. |
During 2017, the Company recorded an impairment related to the unamortized Zipcar trademark of $2 million based on a combination of observable and unobservable fair value inputs (Level 3), specifically the Income approach-relief from royalty method, which considers market inputs.
Amortization expense relating to all intangible assets was as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| License agreements | $ | 28 |
| | $ | 36 |
| | $ | 33 |
|
| Customer relationships | 25 |
| | 24 |
| | 24 |
|
| Other | 6 |
| | 5 |
| | 5 |
|
| Total | $ | 59 |
| | $ | 65 |
| | $ | 62 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| License agreements | $ | 33 |
| | $ | 35 |
| | $ | 31 |
|
| Customer relationships | 24 |
| | 23 |
| | 21 |
|
| Other | 5 |
| | 7 |
| | 7 |
|
| Total | $ | 62 |
| | $ | 65 |
| | $ | 59 |
|
Based on the Company’s amortizable intangible assets at December 31, 2017,2019, the Company expects related amortization expense of approximately $47 million for 2018, $42 million for 2019, $40$53 million for 2020, $30$43 million for 2021 and, $32 million for 2022, $24 million for 2022,2023 and $22 million for 2024 excluding effects of currency exchange rates.
The carrying amounts of goodwill and related changes are as follows:
|
| | | | | | | | | | | | |
| | | Americas | | International | | Total Company |
| | | | | | | |
| Gross goodwill as of January 1, 2018 | $ | 2,139 |
| | $ | 1,052 |
| | $ | 3,191 |
|
| | Accumulated impairment losses as of January 1, 2018 | (1,587 | ) | | (531 | ) | | (2,118 | ) |
| Goodwill as of January 1, 2018 | 552 |
| | 521 |
| | 1,073 |
|
| | Acquisitions | — |
| | 54 |
| | 54 |
|
| | Currency translation adjustments and other | (13 | ) | | (22 | ) | | (35 | ) |
| Goodwill as of December 31, 2018 | 539 |
| | 553 |
| | 1,092 |
|
| | Acquisitions | 21 |
| | — |
| | 21 |
|
| | Currency translation adjustments and other | (6 | ) | | (6 | ) | | (12 | ) |
| Goodwill as of December 31, 2019 | $ | 554 |
| | $ | 547 |
| | $ | 1,101 |
|
|
| | | | | | | | | | | | |
| | | Americas | | International | | Total Company |
| | | | | | | |
| Gross goodwill as of January 1, 2016 | $ | 2,124 |
| | $ | 967 |
| | $ | 3,091 |
|
| | Accumulated impairment losses as of January 1, 2016 | (1,587 | ) | | (531 | ) | | (2,118 | ) |
| Goodwill as of January 1, 2016 | 537 |
| | 436 |
| | 973 |
|
| | Acquisitions | 2 |
| | 23 |
| | 25 |
|
| | Currency translation adjustments and other | 13 |
| | (4 | ) | | 9 |
|
| Goodwill as of December 31, 2016 | 552 |
| | 455 |
| | 1,007 |
|
| | Acquisitions | — |
| | 5 |
| | 5 |
|
| | Currency translation adjustments and other | — |
| | 61 |
| | 61 |
|
| Goodwill as of December 31, 2017 | $ | 552 |
| | $ | 521 |
| | $ | 1,073 |
|
8. Vehicle Rental Activities | |
7. | Vehicle Rental Activities |
The components of vehicles, net within assets under vehicle programs are as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Rental vehicles | $ | 13,461 |
| | $ | 12,548 |
|
| Less: Accumulated depreciation | (1,621 | ) | | (1,670 | ) |
| | 11,840 |
| | 10,878 |
|
| Vehicles held for sale | 337 |
| | 596 |
|
| Vehicles, net | $ | 12,177 |
| | $ | 11,474 |
|
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| Rental vehicles | $ | 11,652 |
| | $ | 10,937 |
|
| Less: Accumulated depreciation | (1,652 | ) | | (1,454 | ) |
| | 10,000 |
| | 9,483 |
|
| Vehicles held for sale | 626 |
| | 981 |
|
| Vehicles, net | $ | 10,626 |
| | $ | 10,464 |
|
The components of vehicle depreciation and lease charges, net are summarized below:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 | 2019 | | 2018 | | 2017 |
| Depreciation expense | $ | 1,947 |
| | $ | 1,877 |
| | $ | 1,837 |
| $ | 1,890 |
| | $ | 1,974 |
| | $ | 1,947 |
|
| Lease charges | 222 |
| | 180 |
| | 156 |
| 255 |
| | 253 |
| | 222 |
|
| (Gain) loss on sale of vehicles, net | 52 |
| | (10 | ) | | (60 | ) | (82 | ) | | (48 | ) | | 52 |
|
| Vehicle depreciation and lease charges, net | $ | 2,221 |
| | $ | 2,047 |
| | $ | 1,933 |
| $ | 2,063 |
| | $ | 2,179 |
| | $ | 2,221 |
|
At December 31, 2017, 20162019, 2018 and 2015,2017, the Company had payables related to vehicle purchases included in liabilities under vehicle programs - other of $346418 million, $321$472 million and $269$346 million, respectively, and receivables related to vehicle sales included in assets under vehicle programs - receivables from vehicle manufacturers and other of $576 million, $622 million and $545 million, $520 million and $433 million, respectively.
9. Income Taxes
On December 22, 2017 the U.S. enacted tax reform legislation (“the Tax Act) thatAct made substantial changes to corporate income tax laws. Among the key provisions are,were a U.S. corporate tax rate reduction from 35% to 21% effective for tax years beginning January 1, 2018 and a one-time transition tax on the deemed repatriation of cumulative earnings from foreign subsidiaries and changes to U.S. taxation of foreign earnings from a worldwide to a territorial tax system effective for tax years beginning January 1, 2018. The Company is recognizingrecognized the effects of the Tax Act in its Consolidated Financial Statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of FASB Accounting Standards Codification Topic 740, Income Taxes, in the reporting period that the Tax Act was signed into law.
TheIn 2017 the Company has recorded a provisional income tax benefit of $317 million related to the remeasurement of its net deferred income tax liabilities as a result of the reduced corporate tax rate, and a provisional tax expense of $104 million for the one-time transition tax on the deemed repatriation of cumulative foreign subsidiary earnings.
The Company has not finalizedcompleted the accounting for the effects of the Tax Act due toduring 2018 and recorded an additional income tax expense of $30 million for the complex analysis necessary to determineone-time transition tax on the historical earningsdeemed repatriation of foreign subsidiaries, the ability to utilize tax attributes suchearnings.
as foreign tax credits, and the impact of the repeal of the like-kind exchange provision for personal property together with the corresponding impact on deferred tax components and valuation allowances. Any adjustments to these provisional amounts will be recorded when the Company finalizes its accounting of the tax effects within a subsequent measurement period that will not exceed one year from the date of the enactment of the Tax Act.
The provision for (benefit from) income taxes consists of the following:
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Current | | | | | |
| | Federal | $ | (3 | ) | | $ | (7 | ) | | $ | — |
|
| | State | 41 |
| | 36 |
| | 5 |
|
| | Foreign | 50 |
| | 59 |
| | 37 |
|
| | Current income tax provision | 88 |
| | 88 |
| | 42 |
|
| | | | | | | |
| Deferred | | | | | |
| | Federal | 41 |
| | 63 |
| | (205 | ) |
| | State | (37 | ) | | (39 | ) | | (5 | ) |
| | Foreign | (107 | ) | | (10 | ) | | 18 |
|
| | Deferred income tax provision | (103 | ) | | 14 |
| | (192 | ) |
| Provision for (benefit from) income taxes | $ | (15 | ) | | $ | 102 |
| | $ | (150 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Current | | | | | |
| | Federal | $ | — |
| | $ | (1 | ) | | $ | (32 | ) |
| | State | 5 |
| | 3 |
| | 3 |
|
| | Foreign | 37 |
| | 63 |
| | 40 |
|
| | Current income tax provision | 42 |
| | 65 |
| | 11 |
|
| | | | | | | |
| Deferred | | | | | |
| | Federal | (205 | ) | | 51 |
| | 45 |
|
| | State | (5 | ) | | 5 |
| | (1 | ) |
| | Foreign | 18 |
| | (5 | ) | | 14 |
|
| | Deferred income tax provision | (192 | ) | | 51 |
| | 58 |
|
| Provision for (benefit from) income taxes | $ | (150 | ) | | $ | 116 |
| | $ | 69 |
|
Pretax income for domestic and foreign operations consists of the following:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| United States | $ | 125 |
| | $ | 114 |
| | $ | 17 |
|
| Foreign | 162 |
| | 153 |
| | 194 |
|
| Pretax income | $ | 287 |
| | $ | 267 |
| | $ | 211 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
United States (a) | $ | 17 |
| | $ | 127 |
| | $ | 258 |
|
| Foreign | 194 |
| | 152 |
| | 124 |
|
| Pretax income | $ | 211 |
| | $ | 279 |
| | $ | 382 |
|
__________
| |
(a)
| For the years ended December 31, 2017, 2016 and 2015, includes corporate debt extinguishment costs of $3 million, $27 million and $23 million, respectively. |
Deferred income tax assets and liabilities are comprised of the following:
| | | | | As of December 31, | | As of December 31, |
| | | 2017 | | 2016 | | 2019 | | 2018 |
| Deferred income tax assets: | Deferred income tax assets: | | | | Deferred income tax assets: | | | |
| | Net tax loss carryforwards | $ | 1,104 |
| | $ | 1,587 |
| Net tax loss carryforwards | $ | 1,645 |
| | $ | 1,390 |
|
| | Accrued liabilities and deferred revenue | 216 |
| | 281 |
| Long-term operating lease liabilities | 678 |
| | — |
|
| | Tax credits | 24 |
| | 62 |
| Accrued liabilities and deferred revenue | 236 |
| | 230 |
|
| | Depreciation and amortization | 4 |
| | 2 |
| Tax credits | 20 |
| | 17 |
|
| | Acquisition and integration-related liabilities | 2 |
| | 5 |
| Depreciation and amortization | 17 |
| | 16 |
|
| | Provision for doubtful accounts | 8 |
| | 7 |
| Provision for doubtful accounts | 8 |
| | 6 |
|
| | Other | 48 |
| | 52 |
| Other | 75 |
| | 38 |
|
| | Valuation allowance (a) | (331 | ) | | (357 | ) | Valuation allowance (a) | (214 | ) | | (311 | ) |
| Deferred income tax assets | Deferred income tax assets | 1,075 |
| | 1,639 |
| Deferred income tax assets | 2,465 |
| | 1,386 |
|
| | | | | | | | | |
| Deferred income tax liabilities: | Deferred income tax liabilities: | | | | Deferred income tax liabilities: | | | |
| | Depreciation and amortization | 121 |
| | 112 |
| Operating lease right-of-use assets | 672 |
| | — |
|
| | Prepaid expenses | 20 |
| | 32 |
| Depreciation and amortization | 108 |
| | 60 |
|
| | Other | 3 |
| | 2 |
| Prepaid expenses | 17 |
| | 20 |
|
| | | Other | 6 |
| | 5 |
|
| Deferred income tax liabilities | Deferred income tax liabilities | 144 |
| | 146 |
| Deferred income tax liabilities | 803 |
| | 85 |
|
| Deferred income tax assets, net | Deferred income tax assets, net | $ | 931 |
| | $ | 1,493 |
| Deferred income tax assets, net | $ | 1,662 |
| | $ | 1,301 |
|
__________
| |
(a) | The valuation allowance of $331$214 million at December 31, 20172019 relates to tax loss carryforwards and certain deferred tax assets of $302$192 million and $29$22 million, respectively. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. The valuation allowance of $311 million at December 31, 2018 relates to tax loss carryforwards and certain deferred tax assets of $283 million and $28 million, respectively. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. |
The valuation allowance of $357 million at December 31, 2016 relates to tax loss carryforwards, foreign tax credits and certain deferred tax assets of $289 million, $39 million and $29 million, respectively.
Deferred income tax assets and liabilities related to vehicle programs are comprised of the following:
|
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Deferred income tax assets: | | | |
| Depreciation and amortization | $ | 54 |
| | $ | 44 |
|
| Other | 48 |
| | — |
|
| Deferred income tax assets | 102 |
| | 44 |
|
| | | | |
| Deferred income tax liabilities: | | | |
| Depreciation and amortization | 2,243 |
| | 2,005 |
|
| Other | 48 |
| | — |
|
| Deferred income tax liabilities | 2,291 |
| | 2,005 |
|
| Deferred income tax liabilities under vehicle programs, net | $ | 2,189 |
| | $ | 1,961 |
|
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| Deferred income tax assets: | | | |
| Depreciation and amortization | $ | 58 |
| | $ | 52 |
|
| | | | |
| Deferred income tax liabilities: | | | |
| Depreciation and amortization | 1,652 |
| | 2,481 |
|
| Deferred income tax liabilities under vehicle programs, net | $ | 1,594 |
| | $ | 2,429 |
|
At December 31, 2017,2019, the Company had U.S. federal net operating loss carryforwards of approximately $3.26.0 billion, most. The majority of whichthe net operating loss carryforwards expire in by 2031. and a significant remaining portion has an indefinite utilization period pursuant to the Tax Act. Such net operating loss carryforwards are primarily related to accelerated depreciation of the Company’s U.S. vehicles. Currently, the Company does not record valuation allowances on the majority of its U.S. federal tax loss carryforwards as there are adequate deferred tax liabilities that could be realized within the carryforward period. At December 31, 2017,2019, the Company had foreign net operating loss carryforwards of approximately $889981 million with an indefinite utilization period.
The Tax Act provides companies the ability to offset the one-time transition tax on cumulative earnings of foreign subsidiaries with available tax attributes or elect to pay the tax over an eight year period. Although the Tax Act generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries effective for years beginning January 1, 2018, the Company continues to evaluate the expected manner of recovery to determine whether or not to continue to assert indefinite reinvestment on a part or all of its undistributed foreign earnings. This requires the Company to analyze its global working capital and cash requirements in light of the Tax Act and the potential tax liabilities attributable to a repatriation to the U.S., such as foreign withholding taxes and U.S. tax on currency transaction gains or losses. The Company did not provide for U.S. taxes related to itsAt December 31, 2019, we have undistributed earnings of certain foreign subsidiaries of approximately $1.3 billion as$811 million that we have indefinitely reinvested, and on which we have not recognized deferred taxes. Estimating the amount of December 31, 2017. The Company will record thepotential tax effects of any change in its assertion within a subsequent measurement period that willis not exceed one year from the datepracticable because of the enactmentcomplexity and variety of assumptions necessary to compute the Tax Act.tax.
The reconciliation between the U.S. federal income tax statutory rate and the Company’s effective income tax rate is as follows:
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| U.S. federal statutory rate | 21.0 | % | | 21.0 | % | | 35.0 | % |
| Adjustments to reconcile to the effective rate: | | | | | |
| | State and local income taxes, net of federal tax benefits | (1.7 | ) | | 5.5 |
| | 3.8 |
|
| | Changes in valuation allowances | (26.9 | ) | | 6.3 |
| | (4.7 | ) |
| | Taxes on foreign operations at rates different than statutory U.S. federal rates | 3.4 |
| | (5.2 | ) | | (3.6 | ) |
| | Stock-based compensation | — |
| | (0.8 | ) | | (3.4 | ) |
| | Tax Act (benefit) expense | — |
| | 11.2 |
| | (100.8 | ) |
| | Other non-deductible (non-taxable) items | (1.4 | ) | | 1.1 |
| | 2.2 |
|
| | Other | 0.4 |
| | (0.9 | ) | | 0.4 |
|
| | | (5.2 | )% | | 38.2 | % | | (71.1 | )% |
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| U.S. federal statutory rate | 35.0 | % | | 35.0 | % | | 35.0 | % |
| Adjustments to reconcile to the effective rate: | | | | | |
| | State and local income taxes, net of federal tax benefits | 3.8 |
| | 2.0 |
| | 2.8 |
|
| | Changes in valuation allowances | (4.7 | ) | | (0.2 | ) | | (0.6 | ) |
| | Taxes on foreign operations at rates different than statutory U.S. federal rates | (3.6 | ) | | 3.1 |
| | 3.7 |
|
| | Resolution of a prior-year tax matter (a) | — |
| | — |
| | (25.6 | ) |
| | Stock-based compensation | (3.4 | ) | | — |
| | — |
|
| | Non-deductible transaction-related costs | — |
| | — |
| | 0.9 |
|
| | U.S. Tax Act benefit | (100.8 | ) | | — |
| | — |
|
| | Other non-deductible expenses | 2.2 |
| | 1.7 |
| | 1.8 |
|
| | Other | 0.4 |
| | — |
| | 0.1 |
|
| | | (71.1 | )% | | 41.6 | % | | 18.1 | % |
__________
| |
a)
| For the year ended December 31, 2015, the Company recognized a $98 million income tax benefit from the resolution of a prior-year income tax matter.
|
The following is a tabular reconciliation of the gross amount of unrecognized tax benefits for the year:
|
| | | | | | | | | | | | |
| | | 2019 | | 2018 | | 2017 |
| Balance, January 1 | $ | 61 |
| | $ | 63 |
| | $ | 59 |
|
| | Additions for tax positions related to current year | 6 |
| | 8 |
| | 6 |
|
| | Additions for tax positions for prior years | — |
| | — |
| | 9 |
|
| | Reductions for tax positions for prior years | (8 | ) | | (6 | ) | | (10 | ) |
| | Settlements | (4 | ) | | (3 | ) | | — |
|
| | Statute of limitations | (1 | ) | | (1 | ) | | (1 | ) |
| Balance, December 31 | $ | 54 |
| | $ | 61 |
| | $ | 63 |
|
|
| | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 |
| Balance at January 1 | $ | 59 |
| | $ | 56 |
| | $ | 63 |
|
| | Additions for tax positions related to current year | 6 |
| | 3 |
| | 6 |
|
| | Additions for tax positions for prior years | 9 |
| | 3 |
| | 3 |
|
| | Reductions for tax positions for prior years | (10 | ) | | (3 | ) | | (14 | ) |
| | Settlements | — |
| | — |
| | (1 | ) |
| | Statute of limitations | (1 | ) | | — |
| | (1 | ) |
| Balance at December 31 | $ | 63 |
| | $ | 59 |
| | $ | 56 |
|
The Company does not anticipate that total unrecognized tax benefits will change significantly in 2018.2020.
The Company is subject to taxation in the United States and various foreign jurisdictions. As of December 31, 2017,2019, the 20142016 through 20162018 tax years generally remain subject to examination by the federal tax authorities. The 20122013 through 20162018 tax years generally remain subject to examination by various state tax authorities. In significant foreign jurisdictions, the 20112012 through 20162018 tax years generally remain subject to examination by their respective tax authorities.
Substantially all of the gross amount of the unrecognized tax benefits at December 31, 2017, 20162019, 2018 and 2015,2017, if recognized, would affect the Company’s provision for, or benefit from, income taxes. As of December 31, 2017,2019, the Company’s unrecognized tax benefits were offset by an immaterial tax loss carryforwards in the amount of $19 million.carryforward.
The following table presents unrecognized tax benefits:
| | | | As of December 31, | As of December 31, |
| | 2017 | | 2016 | 2019 | | 2018 |
Unrecognized tax benefit in non-current income taxes payable (a) | $ | 46 |
| | $ | 40 |
| $ | 57 |
| | $ | 41 |
|
Accrued interest payable on potential tax liabilities (b) | 26 |
| | 29 |
| 27 |
| | 29 |
|
__________
| |
(a) | Pursuant to the agreements governing the disposition of certain subsidiaries in 2006, the Company is entitled to indemnification for certain pre-disposition tax contingencies. As of December 31, 20172019 and 2016,2018, $13 million and $15 million, respectively, of unrecognized tax benefits are related to tax contingencies for which the Company believes it is entitled to indemnification. |
| |
(b) | The Company recognizes potential interest related to unrecognized tax benefits within interest expense related to corporate debt, net on the accompanying Consolidated Statements of Operations. Penalties incurred during the years ended December 31, 2017, 20162019, 2018 and 2015,2017, were not significant and were recognized as a component of the provision for income taxes. |
10. Other Current Assets
Other current assets consisted of:
|
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Prepaid expenses | $ | 234 |
| | $ | 241 |
|
| Sales and use taxes | 173 |
| | 180 |
|
| Other | 141 |
| | 183 |
|
| Other current assets | $ | 548 |
| | $ | 604 |
|
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| Prepaid expenses | $ | 196 |
| | $ | 212 |
|
| Sales and use taxes | 174 |
| | 153 |
|
| Other | 163 |
| | 154 |
|
| Other current assets | $ | 533 |
| | $ | 519 |
|
11. Property and Equipment, net
| |
10. | Property and Equipment, net |
Property and equipment, net consisted of:
|
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Land | $ | 48 |
| | $ | 49 |
|
| Buildings and leasehold improvements | 565 |
| | 625 |
|
| Capitalized software | 789 |
| | 613 |
|
| Furniture, fixtures and equipment | 400 |
| | 411 |
|
| Projects in process | 180 |
| | 169 |
|
| Buses and support vehicles | 88 |
| | 95 |
|
| | 2,070 |
| | 1,962 |
|
| Less: Accumulated depreciation and amortization | (1,278 | ) | | (1,226 | ) |
| Property and equipment, net | $ | 792 |
| | $ | 736 |
|
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| Land | $ | 49 |
| | $ | 47 |
|
| Buildings and leasehold improvements | 626 |
| | 597 |
|
| Capitalized software | 583 |
| | 524 |
|
| Furniture, fixtures and equipment | 387 |
| | 354 |
|
| Projects in process | 118 |
| | 99 |
|
| Buses and support vehicles | 93 |
| | 91 |
|
| | 1,856 |
| | 1,712 |
|
| Less: Accumulated depreciation and amortization | (1,152 | ) | | (1,027 | ) |
| Property and equipment, net | $ | 704 |
| | $ | 685 |
|
Depreciation and amortization expense relating to property and equipment during 2019, 2018 and 2017 2016was $204 million, $191 million and 2015 was $197 million, $188 million and $159 million, respectively (including $109 million, $92 million and $95 million, $87 million and $61 million, respectively, of amortization expense relating to capitalized software). At December 31, 2019, the Company had payables related to property and equipment included in accounts payable and other current liabilities and in other non-current liabilities of $16 million and $12 million, respectively. At December 31, 2018 and 2017, the Company had payables related to property and equipment included in accounts payable and other current liabilities of $15 million and $16 million, respectively.
| |
11. | Accounts Payable and Other Current Liabilities |
12. Accounts Payable and Other Current Liabilities
Accounts payable and other current liabilities consisted of:
|
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Short-term operating lease liabilities | 479 |
| | $ | — |
|
| Accounts payable | 378 |
| | 371 |
|
| Accrued sales and use taxes | 223 |
| | 208 |
|
| Accrued payroll and related | 195 |
| | 200 |
|
| Accrued advertising and marketing | 191 |
| | 192 |
|
| Public liability and property damage insurance liabilities – current | 178 |
| | 149 |
|
| Deferred lease revenues – current | 125 |
| | 140 |
|
| Other | 437 |
| | 433 |
|
| Accounts payable and other current liabilities | $ | 2,206 |
| | $ | 1,693 |
|
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| Accounts payable | $ | 359 |
| | $ | 343 |
|
| Accrued sales and use taxes | 218 |
| | 206 |
|
| Accrued payroll and related | 176 |
| | 173 |
|
| Public liability and property damage insurance liabilities – current | 145 |
| | 141 |
|
| Deferred revenue – current | 135 |
| | 114 |
|
| Accrued commissions | 117 |
| | 86 |
|
| Accrued insurance | 103 |
| | 70 |
|
| Other | 366 |
| | 355 |
|
| Accounts payable and other current liabilities | $ | 1,619 |
| | $ | 1,488 |
|
| |
12. | Long-term Corporate Debt and Borrowing Arrangements |
13. Long-term Corporate Debt and Borrowing Arrangements
Long-term debt and other borrowing arrangements consisted of:
| | | | Maturity
Date | | As of December 31, | Maturity
Date | | As of December 31, |
| | 2017 | | 2016 | 2019 | | 2018 |
| Floating Rate Senior Notes | December 2017 | | — |
| | 249 |
| |
| Floating Rate Term Loan | March 2019 | | — |
| | 144 |
| |
| 6% euro-denominated Senior Notes | March 2021 | | — |
| | 194 |
| |
Floating Rate Term Loan (a) | March 2022 | | 1,136 |
| | 816 |
| |
| 5⅛% Senior Notes | June 2022 | | 400 |
| | 400 |
| |
| 5½% Senior Notes | April 2023 | | 675 |
| | 675 |
| April 2023 | | 200 |
| | 675 |
|
| 6⅜% Senior Notes | April 2024 | | 350 |
| | 350 |
| April 2024 | | 350 |
| | 350 |
|
| 4⅛% euro-denominated Senior Notes | November 2024 | | 360 |
| | 316 |
| November 2024 | | 336 |
| | 344 |
|
Floating Rate Term Loan (a) | | February 2025 | | 1,112 |
| | 1,123 |
|
| 5¼% Senior Notes | March 2025 | | 375 |
| | 375 |
| March 2025 | | 375 |
| | 375 |
|
| 4½% euro-denominated Senior Notes | May 2025 | | 300 |
| | — |
| May 2025 | | 280 |
| | 287 |
|
| 4¾% euro-denominated Senior Notes | | January 2026 | | 393 |
| | 401 |
|
| 5¾% Senior Notes | | July 2027 | | 400 |
| | — |
|
Other (b) | | 49 |
| | 57 |
| | 28 |
| | 41 |
|
| Deferred financing fees | | (46 | ) | | (53 | ) | | (39 | ) | | (45 | ) |
| Total | | 3,599 |
| | 3,523 |
| | 3,435 |
| | 3,551 |
|
| Less: Short-term debt and current portion of long-term debt | | 26 |
| | 279 |
| | 19 |
| | 23 |
|
| Long-term debt | | $ | 3,573 |
| | $ | 3,244 |
| | $ | 3,416 |
| | $ | 3,528 |
|
__________
| |
(a) | The floating rate term loan is part of the Company’s senior revolving credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. |
and personal property.
| |
(b) | Primarily includes capitalfinance leases which are secured by liens on the related assets. |
Term Loan
Floating Rate Term Loan due 2019. The Company issued $500 million, $200 million, and $300 million of Floating Rate Term Loan due 2019 in March 2012, October 2012 and October 2013, respectively, under the Company’s senior credit facility. The term loan bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points, for an aggregate rate of 3.25% at December 31, 2016. 2025. In March 2017,February 2018, the Company repaid all of it outstanding Floating Rate Term Loan due 2019.
Floating Rate Term Loan due 2022. In May 2016, the Company extended the maturity date for $825 million of its $970 million existing corporate floating rate term loan borrowing by three years to March 2022. The extended portion then bore interest at LIBOR plus 2.50%, subject to a LIBOR floor of 0.75%, for an aggregate rate of 3.50%; however, the Company entered into an interest rate swap to hedge $600 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of 4.21%.
In March 2017, the Company increasedamended its Floating Rate Term Loan due 2022and extended its maturity term to $1.1 billion and reduced2025. As of December 31, 2019, the loan bears interest rate to three-monthat one-month LIBOR plus 2.00%, for an aggregate rate of 3.70%3.80%; however, the Company entered into an interest rate swap to hedge $700 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of 3.79%3.67%. The Company used the incremental term loan proceeds to repay all of its outstanding Floating Rate Term Loan due 2019. In June 2017, the Company used the remaining proceeds to redeem the remainder of its outstanding Floating Rate Senior Notes due 2017.
Senior Notes
Floating Rate Senior Notes due 2017. In November 2013, the Company issued its Floating Rate Senior Notes at 98.75% of their face value for aggregate proceeds of $247 million. The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of 3.68% at December 31, 2017; however, the Company has entered into an interest rate swap to hedge its interest rate exposure related to these notes at an aggregate rate of 3.58%. In June 2017, the Company repaid all of it outstanding Floating Rate Senior Notes due 2017.
6% euro-denominated Senior Notes due 2021. In March 2013, the Company issued €250 million (approximately $325 million, at issuance) of 6% euro-denominated Senior Notes due March 2021, at par, with interest payable semi-annually. The notes are unsecured obligations of the Company’s Avis Budget Finance plc subsidiary, are guaranteed on a senior basis by the Company and certain of its domestic subsidiaries and rank equally with all of the Company’s existing senior unsecured debt. The Company has the right to redeem these notes in whole or in part on or after April 1, 2016 at specified redemption prices plus accrued interest.
In March 2014, the Company issued €200 million (approximately $275 million, at issuance) of additional 6% euro-denominated Senior Notes due 2021. These notes were sold at 106.75% of their face value for aggregate proceeds of approximately $295 million, with a yield to maturity of 4.85%. In April 2014, the Company used the proceeds to repurchase $292 million principal amount of its 8¼% Senior Notes.
In October 2016, the Company redeemed €275 million (approximately $302 million) of its principal amount for €287 million (approximately $315 million) plus accrued interest. In April 2017, the Company redeemed its outstanding €175 million (approximately $187 million) principal amount for €180 million (approximately $193 million ) plus accrued interest.
5⅛% Senior Notes due 2022. In May 2014, the Company issued $400 million of 5⅛% Senior Notes due 2022 at par. In June 2014, the Company used the proceeds to repurchase the remaining $395 million principal amount of its 8¼% Senior Notes. The notes were issued at par, with interest payable semi-annually. The Company has the right to redeem these notes in whole or in part at any time on or after June 1, 2017 at specified redemption prices plus accrued interest.
5½% Senior Notes due 2023. In April 2013, the Company completed an offering of $500 million of 5½% Senior Notes due April 2023. The notes were issued at par, with interest payable semi-annually. The
Company has the right to redeem these notes in whole or in part on or after April 1, 2018 at specified redemption prices plus accrued interest.
In November 2014, the Company issued $175 million of additional 5½% Senior Notes due 2023 at 99.625% of their face value, with interest payable semi-annually. The Company has the right to redeem these notes in whole or in part on or after April 1, 2018 at specified redemption prices plus accrued interest. The Company used the proceeds from the issuance to partially fund the acquisition of its Budget licensee for
Southern California and Las Vegas.
In July 2019, the Company redeemed $400 million principal amount for $407 million plus accrued interest. In October 2019, the Company redeemed $75 million principal amount for $76 million plus accrued interest.
6⅜% Senior Notes due 2024. In March 2016, the Company issued $350 million of 6⅜% Senior Notes due 2024 at par, with interest payable semi-annually. The Company has the right to redeem these notes in whole or in part at any time on or after April 1, 2019 at specified redemption prices plus accrued interest. In May 2016, the Company used the net proceeds from the offering to redeem $300 million principal amount of its previous 4⅞% Senior Notes and for general corporate purposes.
4⅛% euro-denominated Senior Notes due 2024. In September 2016, the Company issued €300 million (approximately $337 million, at issuance) of 4⅛% euro-denominated Senior Notes due 2024 at par, with interest payable semi-annually. The notes are unsecured obligations of the Company’s Avis Budget Finance plc subsidiary, are guaranteed on a senior basis by the Company and certain of its domestic subsidiaries and rank equally with all of the Company’s existing senior unsecured debt. The Company has the right to redeem these notes in whole or in part at any time on or after November 15, 2019 at specified redemption prices plus accrued interest. In October 2016, the Company used the net proceeds from the offering primarily to redeem €275 million of its outstanding 6% euro-denominated Senior Notes due 2021.
5¼% Senior Notes due 2025. 2025. In MarchMarch 2015, the Company issued $375 million of 5¼% Senior Notes due 2025 at par, with interest payable semi-annually. The Company has the right to redeem these notes in whole or in part at any time on or after March 15, 2020 at specified redemption prices plus accrued interest. In April 2015, the Company used net proceeds from the offering to redeem the remaining $223 million principal amount of its 9¾% Senior Notes and to partially fund the acquisition of Maggiore.
4½% euro-denominated Senior Notes due 2025. In March 2017, the Company issued €250 million of 4½% euro-denominated Senior Notes due 2025, at par, with interest payable semi-annually. The notes are unsecured obligations of the Company’s Avis Budget Finance plc subsidiary, are guaranteed on a senior basis by the Company and certain of its domestic subsidiaries and rank equally with all of the Company’s existing senior unsecured debt. The Company has the right to redeem these notes in whole or in part on or after May 15, 2020 at specified redemption prices plus accrued interest. In April 2017, the Company used the net proceeds from the offering to redeem its outstanding €175 million principal amount of 6% euro-denominated Senior Notes due 2021 for €180 million plus accrued interest. In June 2017, the Company used the remaining proceeds to redeem a portion of its Floating Rate Senior Notes due 2017.
4¾% euro-denominated Senior Notes due 2026. In October 2018, the Company issued €350 million of 4¾% euro-denominated Senior Notes due 2026, at par, with interest payable semi-annually. The Company has the right to redeem these notes in whole or in part on or after September 30, 2021 at specified redemption prices plus accrued interest. In October 2018, the Company used the net proceeds from the offering to redeem its 5⅛% Senior Notes due June 2022 for $410 million plus accrued interest.
5¾% Senior Notes due 2027. In July 2019, the Company issued $400 million of 5¾% Senior Notes due July 2027, at par. The Company used the net proceeds from the offering to redeem $400 million principal amount of its 5½% Senior Notes due April 2023.
The 5½% Senior Notes, 6⅜% Senior Notes, the 5¼% Senior Notes and the 5¼5¾% Senior Notes are senior unsecured obligations of the Company’s Avis Budget Car Rental, LLC (“ABCR”) subsidiary, are guaranteed by the Company and certain of its domestic subsidiaries and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness.
The 4⅛% euro-denominated Senior Notes, 4½% euro-denominated Senior Notes and 4¾% euro-denominated Senior Notes are unsecured obligations of the Company’s Avis Budget Finance plc subsidiary, are guaranteed on a senior basis by the Company and certain of its domestic subsidiaries and rank equally with all of the Company’s existing senior unsecured debt.
In connection with the debt amendments and repayments for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company recorded $3$12 million, $27$19 million and $23$3 million in early extinguishment of debt costs, respectively.
Debt Maturities
The following table provides contractual maturities of the Company’s corporate debt at December 31, 2017:2019:
|
| | | |
| Year | Amount |
| 2020 | $ | 19 |
|
| 2021 | 17 |
|
| 2022 | 16 |
|
| 2023 | 216 |
|
| 2024 | 701 |
|
| Thereafter | 2,505 |
|
| | $ | 3,474 |
|
|
| | | |
| Year | Amount |
| 2018 | $ | 26 |
|
| 2019 | 20 |
|
| 2020 | 16 |
|
| 2021 | 14 |
|
| 2022 | 1,493 |
|
| Thereafter | 2,076 |
|
| | $ | 3,645 |
|
Committed Credit Facilities And Available Funding Arrangements
At December 31, 2017,2019, the committed corporate credit facilities available to the Company and/or its subsidiaries were as follows:
|
| | | | | | | | | | | | | | | |
| | Total Capacity | | Outstanding Borrowings | | Letters of Credit Issued | | Available Capacity |
Senior revolving credit facility maturing 2021 (a) | $ | 1,800 |
| | $ | — |
| | $ | 782 |
| | $ | 1,018 |
|
Other facilities (b) | 3 |
| | 3 |
| | — |
| | — |
|
|
| | | | | | | | | | | | | | | |
| | Total Capacity | | Outstanding Borrowings | | Letters of Credit Issued | | Available Capacity |
Senior revolving credit facility maturing 2023 (a) | $ | 1,800 |
| | $ | — |
| | $ | 1,081 |
| | $ | 719 |
|
__________
| |
(a) | The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. |
| |
(b)
| These facilities encompass bank overdraft lines of credit, bearing interest of 3.10% to 3.18% as of December 31, 2017. |
In February 2018, the Company amended the terms of its Senior revolving credit facility maturing 2021 and extended its maturity to 2023.
At December 31, 2017 and 2016,2018, the Company had various uncommitted credit facilities available, which bear interest at rates of 0.75%0.74% to 5.25%6.60%, under which it had drawn approximately $2 million and $5 million, respectively.$1 million.
Debt Covenants
The agreements governing the Company’s indebtedness contain restrictive covenants, including restrictions on dividends paid to the Company by certain of its subsidiaries, the incurrence of additional indebtedness by the Company and certain of its subsidiaries, acquisitions, mergers, liquidations, and sale and leaseback transactions. The Company’s senior credit facility also contains a maximum leverage ratio requirement. As of December 31, 2017,2019, the Company was in compliance with the financial covenants governing its indebtedness.
| |
13. | Debt under Vehicle Programs and Borrowing Arrangements |
14. 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 December 31, | As of December 31, |
| | 2017 | | 2016 | 2019 | | 2018 |
Americas – Debt due to Avis Budget Rental Car Funding | $ | 6,516 |
| | $ | 6,733 |
| $ | 7,975 |
| | $ | 7,393 |
|
Americas – Debt borrowings | 660 |
| | 577 |
| 827 |
| | 635 |
|
International – Debt borrowings (a) | 1,942 |
| | 1,449 |
| 2,100 |
| | 2,060 |
|
| International – Capital leases | 146 |
| | 162 |
| |
| International – Finance leases | | 215 |
| | 191 |
|
| Other | 1 |
| | 7 |
| — |
| | 2 |
|
Deferred financing fees (b) | (44 | ) | | (50 | ) | (49 | ) | | (49 | ) |
| Total | $ | 9,221 |
| | $ | 8,878 |
| $ | 11,068 |
| | $ | 10,232 |
|
__________
| |
(a) | The increase reflects additional borrowings principally to fund increases in the Company's car rental fleet. |
| |
(b) | Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of December 31, 20172019 and 20162018 were $36$40 million and $38$35 million, respectively. |
Americas
Debt due to Avis Budget Rental Car Funding. Avis Budget Rental Car Funding, an unconsolidated bankruptcy remote qualifying special purpose limited liability company, issues privately placed notes to investors as well as to banks and bank-sponsored conduit entities. Avis Budget Rental Car Funding uses the proceeds from its note issuances to make loans to a wholly-owned subsidiary of the Company, AESOP Leasing LP (“AESOP Leasing”), on a continuing basis. AESOP Leasing is required to use the proceeds of such loans to acquire or finance the acquisition of vehicles used in the Company’s rental car operations. By issuing debt through the Avis Budget Rental Car Funding program, the Company pays a lower rate of interest than if it had issued debt directly to third parties. Avis Budget Rental Car Funding is not consolidated, as the Company is not the “primary beneficiary” of Avis Budget Rental Car Funding. The Company determined that it is not the primary beneficiary because the Company does not have the obligation to absorb the potential losses or receive the benefits of Avis Budget Rental Car Funding’s activities since the Company’s only significant source of variability in the earnings, losses or cash flows of Avis Budget Rental Car Funding is exposure to its own creditworthiness, due to its loan from Avis Budget Rental Car Funding. Because Avis Budget Rental Car Funding is not consolidated, AESOP Leasing’s loan obligations to Avis Budget Rental Car Funding are reflected as related party debt on the Company’s Consolidated Balance Sheets. The Company also has an asset within Assets under vehicle programs on its Consolidated Balance Sheets which represents securities issued to the Company by Avis Budget Rental Car Funding. AESOP Leasing is consolidated, as the Company is the “primary beneficiary” of AESOP Leasing; as a result, the vehicles purchased by AESOP Leasing remain on the Company’s Consolidated Balance Sheets. The Company determined it is the primary beneficiary of AESOP Leasing, as it has the ability to direct its activities, an obligation to absorb a majority of its expected losses and the right to receive the benefits of AESOP Leasing’s activities. AESOP Leasing’s vehicles and related assets, which as of December 31, 2017,2019, approximate $8.210.2 billion and manysome of which are subject to manufacturer repurchase and guaranteed depreciation agreements, collateralize the debt issued by Avis Budget Rental Car Funding. The assets and liabilities of AESOP Leasing are presented on the Company’s Consolidated Balance Sheets within Assets under vehicle programs and Liabilities under vehicle programs, respectively. The assets of AESOP Leasing, included within assets under vehicle programs (excluding the investment in Avis Budget Rental Car Funding (AESOP) LLC—related party) are restricted. Such assets may be used only to repay the respective AESOP Leasing liabilities, included within Liabilities under vehicle programs, and to purchase new vehicles, although if certain collateral coverage requirements are met, AESOP Leasing may pay dividends from excess cash. The creditors of AESOP Leasing and Avis Budget Rental Car Funding have no recourse to the general credit of the Company. The Company periodically provides Avis Budget Rental Car Funding with non-contractually required support, in the form of equity and loans, to serve as additional collateral for the debt issued by Avis Budget Rental Car Funding.
The business activities of Avis Budget Rental Car Funding are limited primarily to issuing indebtedness and using the proceeds thereof to make loans to AESOP Leasing for the purpose of acquiring or financing the acquisition of vehicles to be leased to the Company’s rental car subsidiaries and pledging its assets to secure the indebtedness. Because Avis Budget Rental Car Funding is not consolidated by the Company, its results of operations and cash flows are not reflected within the Company’s financial statements.
During March 2016April 2018 and June 2016,October 2018, Avis Budget Rental Car Funding issued approximately $450 million in asset-backed notes with an expected final payment date of June 2021 and approximately $500 million in asset-backed notes with an expected final payment date of November 2021, respectively. During March 2017 and December 2017, Avis Budget Rental Car Funding issued approximately $600$400 million in asset-backed notes with an expected final payment date of September 20222023 and $500approximately $550 million in asset-backed notes with an expected final payment date of March 2023,2024, respectively. During February 2019, April 2019 and August 2019, Avis Budget Rental Car Funding issued approximately $600 million, $650 million and $650 million, respectively, in asset-backed notes with an expected final payment date of March 2022, September 2024 and March 2025, respectively. The Company used the proceeds from these borrowings to fund the repayment of maturing vehicle-backed debt and the acquisition of rental cars in the United States. Borrowings under the Avis Budget Rental Car Funding program primarily represent fixed rate notes and had a weighted average interest rate of 3%3.16% and 3.20% as of December 31, 20172019 and 2016.2018 respectively.
Debt borrowings. The Company finances the acquisition of vehicles used in its Canadian rental operations through a consolidated, bankruptcy remote special-purpose entity, which issues privately placed notes to investors and bank-sponsored conduits. The Company finances the acquisition of fleet for its truck rental operations in the United States through a combination of debt facilities and leases. These debt borrowings represent a mix of fixed and floating rate debt and had a weighted average interest rate of 3%2.87% and 4% 3.33%
as of December 31, 20172019 and 2016,2018 respectively.
International
Debt borrowings. In 2013, the Company entered into a three-year, €500 million (approximately $687 million) European rental fleet securitization program, which is used to finance fleet purchases for certain of the Company’s European operations. During 2017, 2016, 2015 and 2014,Since 2013, the Company increased its capacity under this program by €250 million€1.3 billion (approximately $281 million)$1.5 billion), €400 million (approximately $458 million), €210 million (approximately $235 million) and €290 million (approximately $370 million), respectively, and extended the securitization’ssecuritization maturity to 2019.2021. The Company finances the acquisition of vehicles used in its International rental car operations through this and other consolidated, bankruptcy remote special-purpose entities, which issue privately placed notes to banks and bank-sponsored conduits. The International borrowings primarily represent floating rate notes and had a weighted average interest rate of 2%1.87% and 2.02% as of December 31, 20172019 and 2016.2018 respectively.
Capital
Finance leases. The Company obtained a portion of its International vehicles under capitalfinance lease arrangements. For the yearyears ended December 31, 20172019 and 2016,2018, the weighted average interest rate on these borrowings were 1%was 1.25% and 2%,1.17% respectively. All capitalfinance leases are on a fixed repayment basis and interest rates are fixed at the contract date.
Debt Maturities
The following table provides the contractual maturities of the Company’s debt under vehicle programs, including related party debt due to Avis Budget Rental Car Funding, at December 31, 2017:2019:
|
| | | |
| | Debt under Vehicle Programs (a) |
| 2020 | $ | 1,753 |
|
2021 (b) | 3,225 |
|
2022 (c) | 3,032 |
|
| 2023 | 1,097 |
|
| 2024 | 1,471 |
|
| Thereafter | 539 |
|
| | $ | 11,117 |
|
|
| | | |
| | Debt under Vehicle Programs |
2018(a) | $ | 1,886 |
|
| 2019 | 3,170 |
|
| 2020 | 1,868 |
|
| 2021 | 1,019 |
|
| 2022 | 883 |
|
| Thereafter | 439 |
|
| | $ | 9,265 |
|
__________
| |
(a) | Vehicle-backed debt maturing within one year primarily represents term asset-backed securities. |
| |
(b) | Includes $1.9 billion of bank and bank-sponsored facilities. |
| |
(b) | Includes $1.7 billion of bank and bank-sponsored facilities. |
Committed Credit Facilities And Available Funding Arrangements
The following table presents available funding under the Company’s debt arrangements related to its vehicle programs, including related party debt due to Avis Budget Rental Car Funding, at December 31, 2017:2019:
| | | | Total Capacity (a) | | Outstanding Borrowings | | Available Capacity | Total Capacity (a) | | Outstanding
Borrowings (b) | | Available Capacity |
Americas – Debt due to Avis Budget Rental Car Funding (b) | $ | 9,296 |
| | $ | 6,516 |
| | $ | 2,780 |
| $ | 9,761 |
| | $ | 7,975 |
| | $ | 1,786 |
|
Americas – Debt borrowings (c) | 924 |
| | 660 |
| | 264 |
| 1,009 |
| | 827 |
| | 182 |
|
International – Debt borrowings (d) | 2,942 |
| | 1,942 |
| | 1,000 |
| 3,003 |
| | 2,100 |
| | 903 |
|
International – Capital leases (e) | 169 |
| | 146 |
| | 23 |
| |
| Other | 1 |
| | 1 |
| | — |
| |
| International – Finance leases | | 237 |
| | 215 |
| | 22 |
|
| Total | $ | 13,332 |
| | $ | 9,265 |
| | $ | 4,067 |
| $ | 14,010 |
| | $ | 11,117 |
| | $ | 2,893 |
|
__________
| |
(a) | Capacity is subject to maintaining sufficient assets to collateralize debt. |
| |
(b) | The outstanding debt is collateralized by $8.0 billion of underlying vehicles and related assets. |
| |
(c)
| The outstanding debt is collateralized by $0.9assets of $9.3 billion of underlying vehiclesfor Americas - Debt due to Avis Budget Rental Car Funding; $1.0 billion for Americas - Debt borrowings; $2.6 billion for International - Debt borrowings; and related assets. |
| |
(d)
| The outstanding debt is collateralized by $2.3 billion of underlying vehicles and related assets. |
| |
(e)
| The outstanding debt is collateralized by $0.2 billion of underlying vehicles and related assets.for International - Finance leases.
|
Debt Covenants
The agreements under the Company’s vehicle-backed funding programs contain restrictive covenants, including restrictions on dividends paid to the Company by certain of its 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 December 31, 2017,2019, the Company is not aware of any instances of non-compliance with any of the financial or restrictive covenants contained in the debt agreements under its vehicle-backed funding programs.
| |
14. | 15. Commitments and Contingencies |
Lease Commitments
The Company is committed to making rental payments under noncancelable operating leases covering various facilities and equipment. Many of the Company’s operating leases for facilities contain renewal options. These renewal options vary, but the majority include clauses for various term lengths and prevailing market rate rents.
Future minimum lease payments required under noncancelable operating leases, including minimum concession fees charged by airport authorities, which in many locations are recoverable from vehicle rental customers, as of December 31, 2017, are as follows:
|
| | | |
| | Amount |
| 2018 | $ | 729 |
|
| 2019 | 611 |
|
| 2020 | 401 |
|
| 2021 | 291 |
|
| 2022 | 183 |
|
| Thereafter | 549 |
|
| | $ | 2,764 |
|
The future minimum lease payments in the above table have been reduced by minimum future sublease rental inflows in the aggregate of $3 million for all periods shown in the table.
The Company maintains concession agreements with various airport authorities that allow the Company to conduct its car 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), subject to minimum annual guaranteed amounts. These concession fees, which are included in the Company’s total rent expense, were as follows for the years ended December 31:
|
| | | | | | | | | | | |
| | 2017 | | 2016 | | 2015 |
| Rent expense (including minimum concession fees) | $ | 715 |
| | $ | 699 |
| | $ | 679 |
|
| Contingent concession expense | 221 |
| | 214 |
| | 195 |
|
| | 936 |
| | 913 |
| | 874 |
|
| Less: sublease rental income | (4 | ) | | (5 | ) | | (5 | ) |
| Total | $ | 932 |
| | $ | 908 |
| | $ | 869 |
|
Commitments under capital leases, other than those within the Company’s vehicle rental programs, for which the future minimum lease payments have been reflected in Note 13-Debt Under Vehicle Programs and Borrowing Arrangements, are not significant.
The Company leases a portion of its vehicles under operating leases, some of which extend through 2024. As of December 31, 2017, the Company has guaranteed up to $302 million of residual values for these vehicles at the end of their respective lease terms. The Company believes that, based on current market conditions, the net proceeds from the sale of these vehicles at the end of their lease terms will equal or exceed their net book values and therefore has not recorded a liability related to guaranteed residual values.
Contingencies
In 2006, the Company completed the spin-offs of its Realogy and Wyndham subsidiaries. The Company does 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 the Company in relation to its consolidated financial position or liquidity, as Realogy and Wyndham each have agreed to assume responsibility for these liabilities. The Company is also named in litigation that is primarily related to the businesses of its former subsidiaries,
including Realogy and Wyndham. The Company is entitled to indemnification from such entities for any liability resulting from such litigation.
In Februaryfirst quarter 2017, following a state court trial in Georgia, a jury found the Company liable for damages in a casecases brought by a plaintiffplaintiffs who waswere injured in a vehicle accident allegedly caused by an employee of an independent contractor of the Company who was acting outside of the scope of employment. In March 2017,fourth quarter 2019, the Company was also found liable for damagesappealed both verdicts resulting in a companion case arising fromreversal of the same incident.opinions rendered. The Company considersplaintiffs filed a petition to have the attributionGeorgia Supreme Court review the state appellate court’s reversal of liability to the Company, and the amount of damages awarded, to be unsupported by the facts of these cases and intends to appeal the verdicts.opinion. The Company has recognized a liability for the expected loss related to these cases, net of recoverable insurance proceeds, of approximately $12 million.
The Company is involved in claims, legal proceedings and governmental inquiries that are incidental to its 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 the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur. The Company estimates that the potential exposure resulting from adverse outcomes of legal proceedings in which it is reasonably possible that a loss may be incurred could, in the aggregate, be up to approximately $50$30 million in excess of amounts accrued as of December 31, 2017;2019; however, the Company does not believe that the impact should result in a material liability to the Company in relation to its consolidated financial condition or results of operations.
Commitments to Purchase Vehicles
The Company maintains agreements with vehicle manufacturers under which the Company has agreed to purchase approximately $8.1$7.7 billion of vehicles from manufacturers over the next 12 months 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’manufacturers satisfying their obligations under their respective repurchase and guaranteed depreciation agreements.
Other Purchase Commitments
In the normal course of business, the Company makes various commitments to purchase other goods or services from specific suppliers, including those related to marketing, advertising, computer services and capital expenditures. As of December 31, 2017,2019, the Company had approximately $224$136 million of purchase obligations, which extend through 2022.2025.
Concentrations
Concentrations of credit risk at December 31, 2017,2019, include (i) risks related to the Company’s repurchase and guaranteed depreciation agreements with domestic and foreign car manufacturers, including Ford, Fiat Chrysler and General Motors, and primarily with respect to receivables for program cars that have been disposed but for which the Company has not yet received payment from the manufacturers and (ii) risks related to Realogy and Wyndham, including receivables of $23$24 million and $14 million, respectively, related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition.
Asset Retirement Obligations
The Company maintains a liability for asset retirement obligations. An asset retirement obligation is a legal obligation to perform certain activities in connection with the retirement, disposal or abandonment of assets. The Company’s asset retirement obligations, which are measured at discounted fair values, are primarily related to the removal of underground gasoline storage tanks at its rental facilities. The liability accrued for asset retirement obligations was $23$27 million and $24$22 million at December 31, 20172019 and 2016,2018, respectively.
Standard Guarantees/Indemnifications
In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company agrees to indemnify another party, among other things,
for performance under contracts and any breaches of representations and warranties thereunder. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets, businesses or activities, (ii) leases of real estate, (iii) licensing of trademarks, (iv) access to credit facilities and use of derivatives and (v) issuances of debt or equity securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees under licensing agreements, (iv) financial institutions in credit facility arrangements and derivative contracts and (v) underwriters and placement agents in debt or equity security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many may survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications provided to landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates its potential exposure.
16. Stockholders’ Equity
Cash Dividend Payments
During 2017, 20162019, 2018 and 2015,2017, the Company did not declare or pay any cash dividends. The Company’s ability to pay dividends to holders of its common stock is limited by the Company’s senior credit facility, the indentures governing its senior notes and its vehicle financing programs.
Share Repurchases
The Company’s Board of Directors has authorized the repurchase of up to approximately $1.5$1.8 billion of its common stock under a plan originally approved in 2013 and subsequently expanded, most recently in 2016.August 2019. During 2017, 20162019, 2018 and 2015,2017, the Company repurchased approximately 2714 million shares of common stock at a cost of $1.0 billionapproximately $462 million under the program. As of December 31, 2017,2019, approximately $100$189 million of authorization remained available to repurchase common stock under this plan.
In June 2019, as part of its share repurchase program, the Company entered into a structured repurchase agreement involving the use of capped call options for the purchase of its common stock. The Company paid a fixed sum upon the execution of the agreement in exchange for the right to receive either a pre-determined amount of cash or stock. The Company paid net premiums of $16 million to enter into this agreement, which was recorded as a reduction of additional paid in capital. In September 2019, the capped call options expired and all outstanding options settled for 0.6 million shares.
Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss) are as follows:
|
| | | | | | | | | | | | | | | | | | | |
| | Currency Translation Adjustments | | Net Unrealized Gains (Losses) on Cash Flow Hedges (a) | | Net Unrealized Gains (Losses) on Available-For-Sale Securities | | Minimum Pension Liability Adjustment (b) | | Accumulated Other Comprehensive Income (Loss) |
| Balance, January 1, 2017 | $ | (39 | ) | | $ | 2 |
| | $ | 1 |
| | $ | (118 | ) | | $ | (154 | ) |
| Other comprehensive income (loss) before reclassifications | 110 |
| | 1 |
| | 1 |
| | 11 |
| | 123 |
|
| Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | 2 |
| | — |
| | 5 |
| | 7 |
|
| Net current-period other comprehensive income (loss) | 110 |
| | 3 |
| | 1 |
| | 16 |
| | 130 |
|
| Balance, December 31, 2017 | 71 |
| | 5 |
| | 2 |
| | (102 | ) | | (24 | ) |
| Cumulative effect of accounting change | 7 |
| | 1 |
| | (2 | ) | | (12 | ) | | (6 | ) |
| Balance, January 1, 2018 | 78 |
| | 6 |
| | — |
| | (114 | ) | | (30 | ) |
| Other comprehensive income (loss) before reclassifications | (81 | ) | | (2 | ) | | — |
| | (23 | ) | | (106 | ) |
| Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | (2 | ) | | — |
| | 5 |
| | 3 |
|
| Net current-period other comprehensive income (loss) | (81 | ) | | (4 | ) | | — |
| | (18 | ) | | (103 | ) |
| Balance, December 31, 2018 | (3 | ) | | 2 |
| | — |
| | (132 | ) | | (133 | ) |
Cumulative effect of accounting change (c) | — |
| | 1 |
| | — |
| | — |
| | 1 |
|
| Balance, January 1, 2019 | (3 | ) | | 3 |
| | — |
| | (132 | ) | | (132 | ) |
| Other comprehensive income (loss) before reclassifications | 12 |
| | (20 | ) | | — |
| | (20 | ) | | (28 | ) |
| Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | (3 | ) | | — |
| | 6 |
| | 3 |
|
| Net current-period other comprehensive income (loss) | 12 |
| | (23 | ) | | — |
| | (14 | ) | | (25 | ) |
| Balance, December 31, 2019 | $ | 9 |
| | $ | (20 | ) | | $ | — |
| | $ | (146 | ) | | $ | (157 | ) |
|
| | | | | | | | | | | | | | | | | | | |
| | Currency Translation Adjustments | | Net Unrealized Gains (Losses) on Cash Flow Hedges (a) | | Net Unrealized Gains (Losses) on Available-For-Sale Securities | | Minimum Pension Liability Adjustment (b) | | Accumulated Other Comprehensive Income (Loss) |
| Balance, January 1, 2015 | $ | 51 |
| | $ | (1 | ) | | $ | 2 |
| | $ | (74 | ) | | $ | (22 | ) |
| Other comprehensive income (loss) before reclassifications | (131 | ) | | (6 | ) | | (2 | ) | | 6 |
| | (133 | ) |
| Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | 5 |
| | — |
| | 3 |
| | 8 |
|
| Net current-period other comprehensive income (loss) | (131 | ) | | (1 | ) | | (2 | ) | | 9 |
| | (125 | ) |
| Balance, December 31, 2015 | (80 | ) | | (2 | ) | | — |
| | (65 | ) | | (147 | ) |
| Other comprehensive income (loss) before reclassifications | 41 |
| | — |
| | 1 |
| | (57 | ) | | (15 | ) |
| Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | 4 |
| | — |
| | 4 |
| | 8 |
|
| Net current-period other comprehensive income (loss) | 41 |
| | 4 |
| | 1 |
| | (53 | ) | | (7 | ) |
| Balance, December 31, 2016 | (39 | ) | | 2 |
| | 1 |
| | (118 | ) | | (154 | ) |
| Other comprehensive income (loss) before reclassifications | 110 |
| | 1 |
| | 1 |
| | 11 |
| | 123 |
|
| Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | 2 |
| | — |
| | 5 |
| | 7 |
|
| Net current-period other comprehensive income (loss) | 110 |
| | 3 |
| | 1 |
| | 16 |
| | 130 |
|
| Balance, December 31, 2017 | $ | 71 |
| | $ | 5 |
| | $ | 2 |
| | $ | (102 | ) | | $ | (24 | ) |
__________
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 (see Note 8-Income9-Income Taxes for potential impacts of the Tax Act) and include a $33$81 million gain, net of tax, related to the Company’s hedge of its investment in euro-denominated foreign operations (See Note 18-Financial19-Financial Instruments). As a result of the Tax Act, management is evaluating its intention to continue to indefinitely reinvest in foreign subsidiaries.
| |
(a) | For the years ended December 31, 20172019, 20162018 and 2015,2017, the amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were $4 million ($3 million, net of tax), $3 million ($2 million, net of tax) and $4 million ($2 million, net of tax), $6 million ($4 million, net of tax) and $7 million ($4 million, net of tax), respectively. For the years ended December 31, 2016 and 2015, amounts reclassified from accumulated comprehensive income (loss) into vehicle interest expense were $1 million ($0 million, net of tax) and $1 million ($1 million, net of tax), respectively. |
| |
(b) | For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were $8 million ($56 million, net of tax), $6$7 million ($45 million, net of tax) and $5$8 million ($35 million, net of tax), respectively. |
| |
16.(c) | Stock-Based CompensationSee Note 2-Summary of Significant Accounting Policies for the impact of adoption of ASU 2017-12. |
17. Stock-Based Compensation
The Company’s Amended and Restated Equity and Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock- or cash-based awards to employees, directors and other individuals who perform services for the Company and its subsidiaries. The maximum number of shares reserved for grant of awards under the plan is 20.122.5 million, with approximately 4.05.3 million shares available as of December 31, 20172019. The Company typically settles stock-based awards with treasury shares.
Time-based awards generally vest ratably over a three-year period following the date of grant, and performance- or market-based awards generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition.
Cash Unit Awards
The fair value of time-based restricted cash units is based on the Company’s stock price on the grant date. Market-vesting restricted cash units generally vest depending on the level of relative total shareholder return achieved by the Company during the period prior to scheduled vesting. Settlement of restricted cash units is based on the Company’s average closing stock price over a specified number of trading days and the value of these awards varies based on changes in the Company’s stock price.
Stock Unit Awards
Stock unit awards entitle the holder to receive shares of common stock upon vesting on a one-to-one basis. Performance-basedCertain performance-based RSUs principally vest based upon the level of performance attained, but vesting can increase (typically by up to 20%) if certain relative total shareholder return goals are achieved.
Market-based RSUs generally vest based on the level of total shareholder return or absolute stock price attainment.
The grant date fair value of the performance-based RSUs incorporates the total shareholder return metric, which is estimated using a Monte Carlo simulation model to estimate the Company’s ranking relative to an applicable stock index. During the yearyears ended December 31, 2019, 2018, and 2017 the Company did not issue any stock unit awards containing a market condition. The weighted average assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s stock unit awards are outlined in the table below.
|
| | | | | |
| | | | 2016 | | 2015 |
| Expected volatility of stock price | | | 46% | | 37% |
| Risk-free interest rate | | | 0.98% | | 0.74% |
| Valuation period | | | 3 years | | 3 years |
| Dividend yield | | | 0% | | 0% |
Annual activity related to stock units 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) | | Number of Shares | | Weighted
Average
Grant Date
Fair Value | | Weighted Average Remaining Contractual Term (years) | | Aggregate Intrinsic Value (in millions) |
| Time-based RSUs | Time-based RSUs | | | | | | Time-based RSUs | | | | | |
| | Outstanding at January 1, 2017 | 878 |
| | $ | 34.83 |
| | | Outstanding at January 1, 2019 | 838 |
| | $ | 38.67 |
| | |
| | | Granted (a) | 914 |
| | 35.32 |
| | | | Granted (a) | 608 |
| | 34.14 |
| | |
| | | Vested (b) | (470 | ) | | 37.12 |
| | | | Vested (b) | (502 | ) | | 36.00 |
| | |
| | | Forfeited | (162 | ) | | 33.07 |
| | | | Forfeited | (97 | ) | | 38.73 |
| | |
| | Outstanding and expected to vest at December 31, 2017 (c) | 1,160 |
| | $ | 34.54 |
| | 0.9 | | $ | 51 |
| Outstanding and expected to vest at December 31, 2019 (c) | 847 |
| | $ | 36.99 |
| | 1.0 | | $ | 27 |
|
| Performance-based and market-based RSUs | Performance-based and market-based RSUs | | | | | | Performance-based and market-based RSUs | | | | | |
| | Outstanding at January 1, 2017 | 923 |
| | $ | 34.11 |
| | | Outstanding at January 1, 2019 | 1,169 |
| | $ | 35.14 |
| | |
| | | Granted (a) | 572 |
| | 35.21 |
| | | | Granted (a) | 570 |
| | 34.56 |
| | |
| | | Vested (b) | (146 | ) | | 36.55 |
| | | | Vested (b) | — |
| | — |
| | |
| | | Forfeited | (355 | ) | | 37.82 |
| | | | Forfeited | (678 | ) | | 28.79 |
| | |
| | Outstanding at December 31, 2017 | 994 |
| | $ | 33.06 |
| | 1.4 | | $ | 44 |
| Outstanding at December 31, 2019 | 1,061 |
| | $ | 38.89 |
| | 1.1 | | $ | 34 |
|
| | Outstanding and expected to vest at December 31, 2017 (c) | 97 |
| | $ | 36.64 |
| | 2.2 | | $ | 4 |
| Outstanding and expected to vest at December 31, 2019 (c) | 412 |
| | $ | 40.61 |
| | 1.5 | | $ | 13 |
|
__________
| |
(a) | Reflects the maximum number of stock units assuming achievement of all performance-, market- and time-vesting criteria and does not include those for non-employee directors, which are discussed separately below. The weighted-average fair value of time-based RSUs and performance-based and market-based RSUs granted in 20162018 was $25.92$48.41 and $23.33,$48.52, respectively, and the weighted-average fair value of time-based RSUs and performance-based and market-based RSUs granted in 20152017 was $54.70$35.32 and $55.51,$35.21, respectively. |
| |
(b) | The total fair value of RSUs vested during 20172019, 20162018 and 20152017 was $18 million, $20 million and $23 million, $31 million and $25 million, respectively. The total grant date fair value of cash units vested during the year 2016 was $2 million. |
| |
(c) | Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to $31$25 million and will be recognized over a weighted average vesting period of 1.0 year.1.2 years. |
Stock Options
The annual stock option activity consistedStock options exercised during 2019, 2018 and 2017 had intrinsic values of (in thousands of shares):$1 million, $8 million and $21 million, respectively.
|
| | | | | | | | | | | | | |
| | | Number of Options | | Weighted
Average
Exercise
Price | | Weighted
Average
Remaining Contractual Term (years) | | Aggregate Intrinsic Value (in millions) |
| Outstanding at January 1, 2017 | 810 |
| | $ | 2.91 |
| | 2.3 | | $ | 27 |
|
| | Granted (a) | — |
| | — |
| |
| | — |
|
| | Exercised (b) | (537 | ) | | 0.79 |
| |
| | 21 |
|
| | Forfeited/expired | — |
| | — |
| |
| |
|
|
| Outstanding and exercisable at December 31, 2017 | 273 |
| | $ | 7.08 |
| | 1.7 | | $ | 10 |
|
__________
| |
(a)
| No stock options were granted during 2016 or 2015.
|
| |
(b)
| Stock options exercised during 2016 and 2015 had intrinsic values of $1 million in each period, and the cash received from the exercise of options was insignificant in 2017, 2016 and 2015.
|
Non-employee Directors Deferred Compensation Plan
ThePrior to 2019, the Company granted stock awards on a quarterly basis to non-employee directors representing between 50% and 100% of a director’s annual compensation and such awards could be deferred under the Non-employee Directors Deferred Compensation Plan. Beginning in 2019, the Company grants stock awards on a quarterlyan annual basis to non-employee directors representing between 50% and 100% of a director’s annual compensation and such awards can be deferred under the Non-employee Directors Deferred Compensation Plan. During 20172019, 20162018 and 20152017, the Company granted 36,000, 40,000,34,000 and 22,00036,000 awards, respectively, to non-employee directors.
Employee Stock Purchase Plan
The Company is authorized to sell shares of its common stock to eligible employees at 95% of fair market value. This plan has been deemed to be non-compensatory and therefore no compensation expense has been recognized.
Stock-Compensation Expense
During 20172019, 20162018 and 20152017, the Company recorded stock-based compensation expense of $10$22 million ($717 million, net of tax), $2824 million ($18 million, net of tax) and $2610 million ($177 million, net of tax), respectively. Approximately $56 million of tax benefits were recorded in accumulated deficit upon adoption of ASU 2016-09 on January 1, 2017 related to these tax deductions (see Note 2-Summary of Significant Accounting Policies).
18. Employee Benefit Plans | |
17. | Employee Benefit Plans |
Defined Contribution Savings Plans
The Company sponsors several defined contribution savings plans in the United States and certain foreign subsidiaries that provide certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company matches portions of the contributions of participating employees on the basis specified by the plans. The Company’s contributions to these plans were $32 million, $33 million and $36 million, $33 million during 2019, 2018 and $32 million during 2017, 2016 and 2015, respectively.
Defined Benefit Pension Plans
The Company sponsors defined benefit pension plans in the United States and in certain foreign subsidiaries with some plans offering participation in the plans at the employees’ option. Under these plans, benefits are based on an employee’s years of credited service and a percentage of final average compensation. However, the majority of the plans are closed to new employees and participants are no longer accruing benefits.
The funded status of the defined benefit pension plans is recognized on the Consolidated Balance Sheets and the gains or losses and prior service costs or credits that arise during the period, but are not recognized
as components of net periodic benefit cost, are recognized as a component of accumulated other comprehensive loss, net of tax.
The components of net periodic benefit(benefit) cost consisted of the following:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
Service cost (a) | $ | 5 |
| | $ | 6 |
| | $ | 5 |
|
Interest cost (b) | 21 |
| | 19 |
| | 19 |
|
Expected return on plan assets (b) | (30 | ) | | (33 | ) | | (30 | ) |
Amortization of unrecognized amounts (b) | 7 |
| | 7 |
| | 8 |
|
| Net periodic (benefit) cost | $ | 3 |
| | $ | (1 | ) | | $ | 2 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Service cost | $ | 5 |
| | $ | 4 |
| | $ | 5 |
|
| Interest cost | 19 |
| | 21 |
| | 22 |
|
| Expected return on plan assets | (30 | ) | | (27 | ) | | (31 | ) |
| Amortization of unrecognized amounts | 8 |
| | 5 |
| | 5 |
|
Net periodic benefit cost (a) | $ | 2 |
| | $ | 3 |
| | $ | 1 |
|
__________
| |
(a) | All components ofFor the net periodic benefit cost are recorded withinyear ended December 31, 2019, $4 million and $1 million were included in operating expenses and selling, general and administrative expenses, respectively. For the year ended December 31, 2018, $4 million and $2 million were included in operating expenses and selling, general and administrative expenses, respectively. |
| |
(b) | Included in selling, general and administrative expenses. |
The estimated amount that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 20182020 is $7 million, which consists primarily of net actuarial losses.
The Company uses a measurement date of December 31 for its pension plans. The funded status of the pension plans were as follows: |
| | | | | | | |
| | As of December 31, |
| Change in Benefit Obligation | 2019 | | 2018 |
| Benefit obligation at end of prior year | $ | 722 |
| | $ | 779 |
|
| Service cost | 5 |
| | 6 |
|
| Interest cost | 21 |
| | 19 |
|
| Actuarial (gain) loss | 87 |
| | (32 | ) |
| Currency translation adjustment | 13 |
| | (24 | ) |
| Net benefits paid | (27 | ) | | (26 | ) |
| Benefit obligation at end of current year | $ | 821 |
| | $ | 722 |
|
| | | | |
| Change in Plan Assets | | | |
| Fair value of assets at end of prior year | $ | 549 |
| | $ | 614 |
|
| Actual return on plan assets | 91 |
| | (29 | ) |
| Employer contributions | 21 |
| | 11 |
|
| Currency translation adjustment | 14 |
| | (21 | ) |
| Net benefits paid | (26 | ) | | (26 | ) |
| Fair value of assets at end of current year | $ | 649 |
| | $ | 549 |
|
|
| | | | | | | |
| | As of December 31, |
| Change in Benefit Obligation | 2017 | | 2016 |
| Benefit obligation at end of prior year | $ | 720 |
| | $ | 656 |
|
| Service cost | 5 |
| | 4 |
|
| Interest cost | 19 |
| | 21 |
|
| Actuarial (gain) loss | 15 |
| | 115 |
|
| Currency translation adjustment | 44 |
| | (53 | ) |
| Net benefits paid | (24 | ) | | (23 | ) |
| Benefit obligation at end of current year | $ | 779 |
| | $ | 720 |
|
| | | | |
| Change in Plan Assets | | | |
| Fair value of assets at end of prior year | $ | 523 |
| | $ | 527 |
|
| Actual return on plan assets | 59 |
| | 60 |
|
| Employer contributions | 24 |
| | 12 |
|
| Currency translation adjustment | 32 |
| | (53 | ) |
| Net benefits paid | (24 | ) | | (23 | ) |
| Fair value of assets at end of current year | $ | 614 |
| | $ | 523 |
|
|
| | | | | | | |
| | As of December 31, |
| Funded Status | 2019 | | 2018 |
| Classification of net balance sheet assets (liabilities): | | | |
| Non-current assets | $ | 20 |
| | $ | 18 |
|
| Current liabilities | (4 | ) | | (4 | ) |
| Non-current liabilities | (188 | ) | | (187 | ) |
| Net funded status | $ | (172 | ) | | $ | (173 | ) |
|
| | | | | | | |
| | As of December 31, |
| Funded Status | 2017 | | 2016 |
| Classification of net balance sheet assets (liabilities): | | | |
| Non-current assets | $ | 24 |
| | $ | — |
|
| Current liabilities | (3 | ) | | (1 | ) |
| Non-current liabilities | (186 | ) | | (196 | ) |
| Net funded status | $ | (165 | ) | | $ | (197 | ) |
The following assumptions were used to determine pension obligations and pension costs for the principal plans in which the Company’s employees participated:
|
| | | | | | | | | |
| | | For the Year Ended December 31, |
| U.S. Pension Benefit Plans | 2019 | | 2018 | | 2017 |
| Discount rate: | | | | | |
| | Net periodic benefit cost | 4.15 | % | | 3.50 | % | | 3.90 | % |
| | Benefit obligation | 3.10 | % | | 4.15 | % | | 3.50 | % |
| Long-term rate of return on plan assets | 7.00 | % | | 7.00 | % | | 7.00 | % |
| | | | | | | |
| Non-U.S. Pension Benefit Plans | | | | | |
| Discount rate: | | | | | |
| | Net periodic benefit cost | 2.75 | % | | 2.55 | % | | 2.45 | % |
| | Benefit obligation | 1.95 | % | | 2.75 | % | | 2.55 | % |
| Long-term rate of return on plan assets | 4.50 | % | | 4.50 | % | | 4.70 | % |
|
| | | | | | | | | |
| | | For the Year Ended December 31, |
| U.S. Pension Benefit Plans | 2017 | | 2016 | | 2015 |
| Discount rate: | | | | | |
| | Net periodic benefit cost | 3.90 | % | | 4.40 | % | | 4.00 | % |
| | Benefit obligation | 3.50 | % | | 3.90 | % | | 4.40 | % |
| Long-term rate of return on plan assets | 7.00 | % | | 7.00 | % | | 7.25 | % |
| | | | | | | |
| Non-U.S. Pension Benefit Plans | | | | | |
| Discount rate: | | | | | |
| | Net periodic benefit cost | 2.45 | % | | 3.45 | % | | 3.30 | % |
| | Benefit obligation | 2.55 | % | | 2.45 | % | | 3.45 | % |
| Long-term rate of return on plan assets | 4.70 | % | | 4.45 | % | | 4.65 | % |
To select discount rates for its defined benefit pension plans, the Company uses a modeling process that involves matching the expected cash outflows of such plans, to yield curves constructed from portfolios of AA-rated fixed-income debt instruments. The Company uses the average yields of the hypothetical portfolios as a discount rate benchmark.
The Company’s expected rate of return on plan assets of 7.00% and 4.70%4.50% for the U.S. plans and non-U.S. plans, respectively, used to determine pension obligations and pension costs, is aare long-term raterates based on historic plan asset returns in individual jurisdictions, over varying long-term periods combined with current market expectations and broad asset mix considerations.
As of December 31, 2017,2019, plans with benefit obligations in excess of plan assets had accumulated benefit obligations of $453$466 million and plan assets of $264$276 million. As of December 31, 2016,2018, plans with benefit obligations in excess of plan assets had accumulated benefit obligations of $720$423 million and plan assets of $523$234 million. The accumulated benefit obligation for all plans was $769$811 million and $712$713 million as of December 31, 20172019 and 2016,2018, respectively. The Company expects to contribute approximately $410 million to the U.S. plans and $51 million to the non-U.S. plans in 2018.2020.
The Company’s defined benefit pension plans’ assets are invested primarily in mutual funds and may change in value due to various risks, such as interest rate and credit risk and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of the pension plans’ investment securities will occur in the near term and that such changes would materially affect the amounts reported in the Company’s financial statements.
The defined benefit pension plans’ investment goals and objectives are managed by the Company or Company-appointed and member-appointed trustees with consultation from independent investment advisors. While the objectives may vary slightly by country and jurisdiction, collectively the Company seeks to produce returns on pension plan investments, which are based on levels of liquidity and investment risk that the Company believes are prudent and reasonable, given prevailing capital market conditions. The pension plans’ assets are managed in the long-term interests of the participants and the beneficiaries of the plans. A suitable strategic asset allocation benchmark is determined for each plan to maintain a diversified portfolio, taking into account government requirements, if any, regarding unnecessary investment risk and protection of pension plans’ assets. The Company believes that diversification of the pension plans’ assets is an important investment strategy to provide reasonable assurance that no single security or class of securities will have a disproportionate impact on the pension plans. As such, the Company allocates assets
among traditional equity, fixed income (government issued securities, corporate bonds and short-term cash investments) and other investment strategies.
The equity component’s purpose is to provide a total return that will help preserve the purchasing power of the assets. The pension plans hold various mutual funds that invest in equity securities and are diversified among funds that invest in large cap, small cap, growth, value and international stocks as well as funds that are intended to “track” an index, such as the S&P 500. The equity investments in the portfolios will represent a greater assumption of market volatility and risk as well as provide higher anticipated total return over the long term. The equity component is expected to approximate 40%-60% of the plans’ assets.
The purpose of the fixed income component is to provide a deflation hedge, to reduce the overall volatility of the pension plans’ assets in relation to the liability and to produce current income. The pension plans hold mutual funds that invest in securities issued by governments, government agencies and corporations. The fixed income component is expected to approximate 40%-60% of the plans’ assets.
The following table presents the defined benefit pension plans’ assets measured at fair value, as of December 31:
| | | | 2017 | 2019 |
| Asset Class | Level 1 | | Level 2 | | Total | Level 1 | | Level 2 | | Total |
| Cash equivalents and short-term investments | $ | 12 |
| | $ | 29 |
| | $ | 41 |
| $ | 16 |
| | $ | 54 |
| | $ | 70 |
|
| U.S. equities | 102 |
| | 43 |
| | 145 |
| 100 |
| | 52 |
| | 152 |
|
| Non-U.S. equities | 50 |
| | 100 |
| | 150 |
| 59 |
| | 99 |
| | 158 |
|
| Real estate | — |
| | 18 |
| | 18 |
| |
| Government bonds | 7 |
| | 11 |
| | 18 |
| 4 |
| | 3 |
| | 7 |
|
| Corporate bonds | 90 |
| | 37 |
| | 127 |
| 96 |
| | 20 |
| | 116 |
|
| Other assets | 3 |
| | 112 |
| | 115 |
| 2 |
| | 144 |
| | 146 |
|
| Total assets | $ | 264 |
| | $ | 350 |
| | $ | 614 |
| $ | 277 |
| | $ | 372 |
| | $ | 649 |
|
| | | | 2016 | 2018 |
| Asset Class | Level 1 | | Level 2 | | Total | Level 1 | | Level 2 | | Total |
| Cash equivalents and short-term investments | $ | 12 |
| | $ | 15 |
| | $ | 27 |
| $ | 10 |
| | $ | 25 |
| | $ | 35 |
|
| U.S. equities | 87 |
| | 34 |
| | 121 |
| 82 |
| | 42 |
| | 124 |
|
| Non-U.S. equities | 40 |
| | 70 |
| | 110 |
| 49 |
| | 80 |
| | 129 |
|
| Real estate | — |
| | 15 |
| | 15 |
| — |
| | 17 |
| | 17 |
|
| Government bonds | 7 |
| | 70 |
| | 77 |
| 3 |
| | 8 |
| | 11 |
|
| Corporate bonds | 82 |
| | 40 |
| | 122 |
| 89 |
| | 31 |
| | 120 |
|
| Other assets | 2 |
| | 49 |
| | 51 |
| 2 |
| | 111 |
| | 113 |
|
| Total assets | $ | 230 |
| | $ | 293 |
| | $ | 523 |
| $ | 235 |
| | $ | 314 |
| | $ | 549 |
|
The Company estimates that future benefit payments from plan assets will be $26 million, $28 million, $28 million, $2930 million, $31 million, $31 million and $170175 million for 2018, 2019, 2020, 2021, 2022, 2023, 2024 and 20232025 to 2027,2029, respectively.
Multiemployer Plans
The Company contributes to a number of multiemployer plans under the terms of collective-bargaining agreements that cover a portion of its employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: (i) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; (iii) if the Company elects to stop participating in a multiemployer plan, it may be required to contribute to such plan an amount based on the under-funded status of the plan; and (iv) the Company has no involvement in the management of the multiemployer plans’ investments. For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company contributed a total of $9 million in each of the periods to multiemployer plans.
19. Financial Instruments
Risk Management
Currency Risk. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with its non-U.S.-dollar denominated receivables and forecasted royalties, forecasted earnings of non-U.S. subsidiaries and forecasted non-U.S.-dollar denominated
acquisitions. The Company primarily hedges a portion of its 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. The Company has designated its euro-denominated notes as a hedge of its investment in euro-denominated foreign operations.
The estimated net amount of gains or losses reclassified from other comprehensive income (loss) to earnings resulting from ineffectiveness or from excluding a component of the hedges’ gain or loss from the effectiveness calculation for cash flow and net investment hedges during 2017, 2016 and 2015 was not material, nor is the amount ofexisting gains or losses the Company expects to reclassify from accumulated other comprehensive income (loss) to earnings for cash flow and net investment hedges over the next 12 months.months is not material.
Interest Rate Risk. The Company uses various hedging strategies including interest rate swaps and interest rate caps to create an appropriate mix of fixed and floating rate assets and liabilities. The after-tax amountCompany estimates that $3 million of gains or losses reclassified fromloss currently recorded in accumulated other comprehensive income (loss) to earnings resulting from ineffectiveness for 2017, 2016 and 2015 was not material to the Company’s results of operations, nor is the amount of gains or losses the Company expects to reclassify from accumulated other comprehensive income (loss) towill be recognized in earnings over the next 12 months.
Commodity Risk. The Company periodically enters into derivative commodity contracts to manage its exposure to changes in the price of gasoline. These instruments were designated as freestanding derivatives and the changes in fair value are recorded in the Company’s consolidated results of operations.
Credit Risk and Exposure. The Company is exposed to counterparty credit risks in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral in certain instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amount for which it is at risk with each counterparty, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties.
There were no significant concentrations of credit risk with any individual counterparty or groups of counterparties at December 31, 20172019 or 2016,2018, other than (i) risks related to the Company’s repurchase and guaranteed depreciation agreements with domestic and foreign car manufacturers, and primarily with respect to receivables for program cars that were disposed but for which the Company has not yet received payment from the manufacturers (see Note 2-Summary of Significant Accounting Policies), (ii) receivables from Realogy and Wyndham related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition and (iii) risks related to leases which have been assumed by Realogy but of which the Company is a guarantor. Concentrations of credit risk associated with trade receivables are considered minimal due to the Company’s diverse customer base. The Company does not normally require collateral or other security to support credit sales.
Fair Value
Derivative instruments and hedging activities
As described above, derivative assets and liabilities consist principally of currency exchange contracts, interest rate swaps, interest rate caps and commodity contracts.
The Company held derivative instruments with absolute notional values as follows:
| | | | As of December 31, | As of December 31, |
| | 2017 | | 2016 | 2019 | | 2018 |
| Foreign exchange contracts | | $ | 1,518 |
| | $ | 1,235 |
|
Interest rate caps (a) | $ | 10,968 |
| | $ | 9,736 |
| 8,625 |
| | 8,431 |
|
| Interest rate swaps | 1,000 |
| | 1,950 |
| 1,500 |
| | 1,500 |
|
| Foreign exchange contracts | 934 |
| | 692 |
| |
__________
| |
(a) | Represents $8.0$5.9 billion of interest rate caps sold, partially offset by approximately $3.0$2.7 billion of interest rate caps purchased at December 31, 20172019 and $7.4$5.7 billion of interest rate caps sold, partially offset by approximately $2.3$2.7 billion of interest rate caps purchased at December 31, 2018. These amounts exclude $3.2 billion and $3.0 billion of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary at December 31, 2019 and 2018, respectively. |
billion of interest rate caps purchased at December 31, 2016. These amounts exclude $5.0 billion and $5.1 billion of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary at December 31, 2017 and 2016, respectively.
Fair values (Level 2) of derivative instruments are as follows:
|
| | | | | | | | | | | | | | | | |
| | | As of December 31, 2019 | | As of December 31, 2018 |
| | | Fair Value, Asset Derivatives | | Fair Value, Liability Derivatives | | Fair Value, Asset Derivatives | | Fair Value, Liability Derivatives |
| Derivatives designated as hedging instruments | | | | | | | |
| | Interest rate swaps (a) | $ | — |
| | $ | 27 |
| | $ | 12 |
| | $ | 8 |
|
| Derivatives not designated as hedging instruments | | | | | | | |
| | Interest rate caps (b) | — |
| | 1 |
| | — |
| | 2 |
|
| | Foreign exchange contracts (c) | 5 |
| | 10 |
| | 5 |
| | 11 |
|
| | Commodity contracts (c) | — |
| | — |
| | — |
| | 1 |
|
| | Total | $ | 5 |
| | $ | 38 |
| | $ | 17 |
| | $ | 22 |
|
|
| | | | | | | | | | | | | | | | |
| | | As of December 31, 2017 | | As of December 31, 2016 |
| | | Fair Value, Asset Derivatives | | Fair Value, Liability Derivatives | | Fair Value, Asset Derivatives | | Fair Value, Liability Derivatives |
| Derivatives designated as hedging instruments | | | | | | | |
| | Interest rate swaps (a) | $ | 8 |
| | $ | — |
| | $ | 7 |
| | $ | 4 |
|
| Derivatives not designated as hedging instruments | | | | | | | |
| | Interest rate caps (b) | — |
| | 1 |
| | 1 |
| | 7 |
|
| | Foreign exchange contracts (c) | 3 |
| | 7 |
| | 7 |
| | 2 |
|
| | Total | $ | 11 |
| | $ | 8 |
| | $ | 15 |
| | $ | 13 |
|
__________
Amounts in this table exclude derivatives issued by Avis Budget Rental Car Funding, as it is not consolidated by the Company; however, certain amounts related to the derivatives held by Avis Budget Rental Car Funding are included within accumulated other comprehensive income (loss), as discussed in Note 15-Stockholders’16-Stockholders’ Equity.
| |
(a) | Included in other non-current assets or other non-current liabilities. |
| |
(b) | Included in assets under vehicle programs or liabilities under vehicle programs. |
| |
(c) | Included in other current assets or other current liabilities. |
The effects of derivatives recognized in the Company’s Consolidated Financial Statements are as follows:
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
Financial instruments designated as hedging instruments (a) | Financial instruments designated as hedging instruments (a) | | | | | | Financial instruments designated as hedging instruments (a) | | | | | |
| | Interest rate swaps | $ | 3 |
| | $ | 4 |
| | $ | (1 | ) | Interest rate swaps (b) | $ | (23 | ) | | $ | (4 | ) | | $ | 3 |
|
| | Euro-denominated notes | (50 | ) | | 14 |
| | 34 |
| Euro-denominated notes (c) | 17 |
| | 24 |
| | (50 | ) |
Financial instruments not designated as hedging instruments (b)(d) | Financial instruments not designated as hedging instruments (b)(d) | | | | | | Financial instruments not designated as hedging instruments (b)(d) | | | | | |
| | Foreign exchange contracts (c) | (42 | ) | | 42 |
| | 48 |
| Foreign exchange contracts (e) | (7 | ) | | 31 |
| | (42 | ) |
| | Interest rate caps (d) | (1 | ) | | (2 | ) | | (2 | ) | Interest rate caps (f) | (1 | ) | | (3 | ) | | (1 | ) |
| | Commodity contracts (e) | (1 | ) | | — |
| | — |
| Commodity contracts (g) | 3 |
| | — |
| | (1 | ) |
| Total | Total | $ | (91 | ) | | $ | 58 |
| | $ | 79 |
| Total | $ | (11 | ) | | $ | 48 |
| | $ | (91 | ) |
__________
| |
(a) | Recognized, net of tax, as a component of accumulated other comprehensive income (loss) within stockholders’ equity. |
| |
(b) | Classified as a net unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss). Refer to Note 16-Stockholders’ Equity for amounts reclassified from accumulated other comprehensive income (loss) into earnings. |
| |
(c) | Classified as a net investment hedge within currency translation adjustment in accumulated other comprehensive income (loss). |
| |
(d) | Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged. |
| |
(c)(e)
| For the year ended December 31, 2019, included an $11 million loss included in interest expense and a $4 million gain included in operating expenses. For the year ended December 31, 2018, included a $19 million gain included in interest expense and a $12 million gain included in operating expenses. For the year ended December 31, 2017, included a $23 million loss included in interest expense and a $19$19 million loss included in operating expenses. For the year ended December 31, 2016, included a $68 million gain in interest expense and a $26 million loss included in operating expenses. For the year ended December 31, 2015, included a $32 million gain in interest expense and a $16 million gain included in operating expenses. |
| |
(d)(f)
| For the years ended December 31, 2017, 2016 and 2015, amounts arePrimarily included in vehicle interest, net. |
| |
(e)(g)
| Included in operating expenses. |
Debt Instruments
The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows:
| | | | | As of December 31, 2017 | | As of December 31, 2016 | | As of December 31, 2019 | | As of December 31, 2018 |
| | | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value |
| Corporate debt | Corporate debt | | | | | | | | Corporate debt | | | | | | | |
| | Short-term debt and current portion of long-term debt | $ | 26 |
| | $ | 26 |
| | $ | 279 |
| | $ | 280 |
| Short-term debt and current portion of long-term debt | $ | 19 |
| | $ | 19 |
| | $ | 23 |
| | $ | 23 |
|
| | Long-term debt | 3,573 |
| | 3,677 |
| | 3,244 |
| | 3,265 |
| Long-term debt | 3,416 |
| | 3,572 |
| | 3,528 |
| | 3,462 |
|
| | | | | | | | | | | | | | | | | |
| Debt under vehicle programs | Debt under vehicle programs | | | | | | | | Debt under vehicle programs | | | | | | | |
| | Vehicle-backed debt due to Avis Budget Rental Car Funding | $ | 6,480 |
| | $ | 6,537 |
| | $ | 6,695 |
| | $ | 6,722 |
| Vehicle-backed debt due to Avis Budget Rental Car Funding | $ | 7,936 |
| | $ | 8,077 |
| | $ | 7,358 |
| | $ | 7,383 |
|
| | Vehicle-backed debt | 2,740 |
| | 2,745 |
| | 2,176 |
| | 2,187 |
| Vehicle-backed debt | 3,129 |
| | 3,142 |
| | 2,871 |
| | 2,881 |
|
| | Interest rate swaps and interest rate caps (a) | 1 |
| | 1 |
| | 7 |
| | 7 |
| Interest rate swaps and interest rate caps (a) | 3 |
| | 3 |
| | 3 |
| | 3 |
|
___________
| |
(a) | Derivatives in liability position. |
20. Segment Information
The Company’s chief operating decision maker assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments. In identifying its reportable segments, the Company considered the nature of services provided, the geographical areas in which the segments operated and other relevant factors. The Company aggregates certain of its operating segments into its reportable segments.
Management evaluates the operating results of each of its reportable segments based upon revenuerevenues and “Adjusted EBITDA,” which the Company defines as income from continuing operations before non-vehicle related depreciation and amortization, any impairment charge,charges, restructuring and other related charges, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, net charges for an unprecedented personal-injury legal mattermatters, non-operational charges related to shareholder activist activity, gain on sale of equity method investment in China and income taxes. Net charges for theunprecedented personal-injury legal mattermatters and gain on sale of equity method investment in China are recorded within operating expenses in the Company’s Consolidated Statements of Operations. Non-operational charges related to shareholder activist activity include third-party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. The Company has revised its definition of Adjusted EBITDA to exclude costs associated with the separationgain on sale of certain officers of the Company and its limited voluntary opportunity plans, which offered certain employees the limited opportunity to elect resignation from employment for enhanced severance benefits. Costs associated with the separation of certain officers and the limited voluntary opportunity plans are recorded as part of restructuring and other related chargesequity method investment in the Company’s Consolidated Statements of Operations.China. The Company did not revise prior years’ Adjusted EBITDA amounts because there were no costsgains similar in nature to these items.this gain. The Company’s presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
Year Ended December 31, 20172019 | | | | Americas | | International | | Corporate and Other (a) | | Total | Americas | | International | | Corporate and Other (a) | | Total |
| Net revenues | $ | 6,100 |
| | $ | 2,748 |
| | $ | — |
| | $ | 8,848 |
| |
| Revenues | | $ | 6,352 |
| | $ | 2,820 |
| | $ | — |
| | $ | 9,172 |
|
| Vehicle depreciation and lease charges, net | 1,671 |
| | 550 |
| | — |
| | 2,221 |
| 1,462 |
| | 601 |
| | — |
| | 2,063 |
|
| Vehicle interest, net | 226 |
| | 60 |
| | — |
| | 286 |
| 284 |
| | 60 |
| | — |
| | 344 |
|
| Adjusted EBITDA | 486 |
| | 305 |
| | (56 | ) | | 735 |
| 652 |
| | 203 |
| | (67 | ) | | 788 |
|
| Non-vehicle depreciation and amortization | 168 |
| | 91 |
| | — |
| | 259 |
| 161 |
| | 94 |
| | 8 |
| | 263 |
|
| Assets exclusive of assets under vehicle programs | 3,388 |
| | 2,353 |
| | 79 |
| | 5,820 |
| 6,226 |
| | 2,995 |
| | 90 |
| | 9,311 |
|
| Assets under vehicle programs | 9,017 |
| | 2,862 |
| | — |
| | 11,879 |
| 10,508 |
| | 3,307 |
| | — |
| | 13,815 |
|
| Capital expenditures (excluding vehicles) | 122 |
| | 62 |
| | 13 |
| | 197 |
| 162 |
| | 62 |
| | 26 |
| | 250 |
|
__________
| |
(a) | Primarily represents unallocated corporate expenses and receivables from our former subsidiaries. |
Year Ended December 31, 20162018
| | | | Americas | | International | | Corporate and Other (a) | | Total | Americas | | International | | Corporate and Other (a) | | Total |
| Net revenues | $ | 6,121 |
| | $ | 2,538 |
| | $ | — |
| | $ | 8,659 |
| |
| Revenues | | $ | 6,186 |
| | $ | 2,938 |
| | $ | — |
| | $ | 9,124 |
|
| Vehicle depreciation and lease charges, net | 1,559 |
| | 488 |
| | — |
| | 2,047 |
| 1,568 |
| | 611 |
| | — |
| | 2,179 |
|
| Vehicle interest, net | 226 |
| | 58 |
| | — |
| | 284 |
| 252 |
| | 62 |
| | — |
| | 314 |
|
| Adjusted EBITDA | 633 |
| | 273 |
| | (68 | ) | | 838 |
| 558 |
| | 287 |
| | (64 | ) | | 781 |
|
| Non-vehicle depreciation and amortization | 165 |
| | 88 |
| | — |
| | 253 |
| 152 |
| | 104 |
| | — |
| | 256 |
|
| Assets exclusive of assets under vehicle programs | 4,017 |
| | 1,990 |
| | 58 |
| | 6,065 |
| 3,782 |
| | 2,495 |
| | 93 |
| | 6,370 |
|
| Assets under vehicle programs | 9,210 |
| | 2,368 |
| | — |
| | 11,578 |
| 9,670 |
| | 3,109 |
| | — |
| | 12,779 |
|
| Capital expenditures (excluding vehicles) | 121 |
| | 62 |
| | 7 |
| | 190 |
| 134 |
| | 76 |
| | 21 |
| | 231 |
|
__________
| |
(a) | Primarily represents unallocated corporate expenses and receivables from our former subsidiaries. |
Year Ended December 31, 20152017
| | | | Americas | | International | | Corporate and Other (a) | | Total | Americas | | International | | Corporate and Other (a) | | Total |
| Net revenues | $ | 6,069 |
| | $ | 2,433 |
| | $ | — |
| | $ | 8,502 |
| |
| Revenues | | $ | 6,100 |
| | $ | 2,748 |
| | $ | — |
| | $ | 8,848 |
|
| Vehicle depreciation and lease charges, net | 1,478 |
| | 455 |
| | — |
| | 1,933 |
| 1,671 |
| | 550 |
| | — |
| | 2,221 |
|
| Vehicle interest, net | 234 |
| | 55 |
| | — |
| | 289 |
| 226 |
| | 60 |
| | — |
| | 286 |
|
| Adjusted EBITDA | 682 |
| | 277 |
| | (56 | ) | | 903 |
| 486 |
| | 305 |
| | (56 | ) | | 735 |
|
| Non-vehicle depreciation and amortization | 143 |
| | 75 |
| | — |
| | 218 |
| 168 |
| | 91 |
| | — |
| | 259 |
|
| Assets exclusive of assets under vehicle programs | 3,940 |
| | 1,901 |
| | 77 |
| | 5,918 |
| 3,388 |
| | 2,353 |
| | 79 |
| | 5,820 |
|
| Assets under vehicle programs | 9,440 |
| | 2,276 |
| | — |
| | 11,716 |
| 9,017 |
| | 2,862 |
| | — |
| | 11,879 |
|
| Capital expenditures (excluding vehicles) | 131 |
| | 68 |
| | — |
| | 199 |
| 122 |
| | 62 |
| | 13 |
| | 197 |
|
__________
| |
(a) | Primarily represents unallocated corporate expenses and receivables from our former subsidiaries. |
Provided below is a reconciliation of Adjusted EBITDA to income before income taxes.
| | | | | For the Year Ended December 31, | | For the Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Adjusted EBITDA | Adjusted EBITDA | $ | 735 |
| | $ | 838 |
| | $ | 903 |
| Adjusted EBITDA | $ | 788 |
| | $ | 781 |
| | $ | 735 |
|
Less: Non-vehicle related depreciation and amortization (a) | Less: Non-vehicle related depreciation and amortization (a) | 259 |
| | 253 |
| | 218 |
| Less: Non-vehicle related depreciation and amortization (a) | 263 |
| | 256 |
| | 259 |
|
| | Interest expense related to corporate debt, net | 188 |
| | 203 |
| | 194 |
| Interest expense related to corporate debt, net | 178 |
| | 188 |
| | 188 |
|
| | Early extinguishment of corporate debt | 3 |
| | 27 |
| | 23 |
| Early extinguishment of corporate debt | 12 |
| | 19 |
| | 3 |
|
| | Restructuring and other related charges | 63 |
| | 29 |
| | 18 |
| Restructuring and other related charges | 80 |
| | 22 |
| | 63 |
|
| | Transaction-related costs, net | 23 |
| | 21 |
| | 68 |
| Transaction-related costs, net | 10 |
| | 20 |
| | 23 |
|
| | Impairment | 2 |
| | — |
| | — |
| Non-operational charges related to shareholder activist activity (b) | 2 |
| | 9 |
| | — |
|
| | Charges for legal matter, net (b) | (14 | ) | | 26 |
| | — |
| Impairment | — |
| | — |
| | 2 |
|
| | | Charges for legal matter, net (c) | — |
| | — |
| | (14 | ) |
| | | Gain on sale of equity method investment in China (c) | (44 | ) | | — |
| | — |
|
| Income before income taxes | Income before income taxes | $ | 211 |
| | $ | 279 |
| | $ | 382 |
| Income before income taxes | $ | 287 |
| | $ | 267 |
| | $ | 211 |
|
__________
| |
(a) | Includes amortization of intangible assets recognized in purchase accounting of $56 million in 2019, $61 million in 2018 and $58 million in 2017, $59 million in 2016 and $55 million in 2015.2017. |
| |
(b) | Reported within selling, general and administrative expenses in our Consolidated Statements of Operations. |
| |
(c) | Reported within operating expenses in our Consolidated Statements of Operations. |
The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries.
|
| | | | | | | | | | | |
| | United States | | All Other Countries | | Total |
| 2019 | | | | | |
| Revenues | $ | 5,867 |
| | $ | 3,305 |
| | $ | 9,172 |
|
| Assets exclusive of assets under vehicle programs | 5,830 |
| | 3,481 |
| | 9,311 |
|
| Assets under vehicle programs | 9,824 |
| | 3,991 |
| | 13,815 |
|
| Net long-lived assets | 1,536 |
| | 1,155 |
| | 2,691 |
|
| | | | | | |
| 2018 | | | | | |
| Revenues | $ | 5,708 |
| | $ | 3,416 |
| | $ | 9,124 |
|
| Assets exclusive of assets under vehicle programs | 3,494 |
| | 2,876 |
| | 6,370 |
|
| Assets under vehicle programs | 9,021 |
| | 3,758 |
| | 12,779 |
|
| Net long-lived assets | 1,476 |
| | 1,177 |
| | 2,653 |
|
| | | | | | |
| 2017 | | | | | |
| Revenues | $ | 5,629 |
| | $ | 3,219 |
| | $ | 8,848 |
|
| Assets exclusive of assets under vehicle programs | 3,069 |
| | 2,751 |
| | 5,820 |
|
| Assets under vehicle programs | 8,192 |
| | 3,687 |
| | 11,879 |
|
| Net long-lived assets | 1,451 |
| | 1,176 |
| | 2,627 |
|
|
| | | | | | | | | | | |
| | United States | | All Other Countries | | Total |
| 2017 | | | | | |
| Net revenues | $ | 5,629 |
| | $ | 3,219 |
| | $ | 8,848 |
|
| Assets exclusive of assets under vehicle programs | 3,069 |
| | 2,751 |
| | 5,820 |
|
| Assets under vehicle programs | 8,192 |
| | 3,687 |
| | 11,879 |
|
| Net long-lived assets | 1,451 |
| | 1,176 |
| | 2,627 |
|
| | | | | | |
| 2016 | | | | | |
| Net revenues | $ | 5,674 |
| | $ | 2,985 |
| | $ | 8,659 |
|
| Assets exclusive of assets under vehicle programs | 3,699 |
| | 2,366 |
| | 6,065 |
|
| Assets under vehicle programs | 8,552 |
| | 3,026 |
| | 11,578 |
|
| Net long-lived assets | 1,489 |
| | 1,073 |
| | 2,562 |
|
| | | | | | |
| 2015 | | | | | |
| Net revenues | $ | 5,635 |
| | $ | 2,867 |
| | $ | 8,502 |
|
| Assets exclusive of assets under vehicle programs | 3,677 |
| | 2,241 |
| | 5,918 |
|
| Assets under vehicle programs | 8,786 |
| | 2,930 |
| | 11,716 |
|
| Net long-lived assets | 1,502 |
| | 1,069 |
| | 2,571 |
|
21. Guarantor and Non-Guarantor Consolidating Financial Statements | |
20. | Guarantor and Non-Guarantor Consolidating Financial Statements |
The following consolidating financial information presents Consolidating Condensed Statements of Operations for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, Consolidating Condensed Balance Sheets as of December 31, 20172019 and December 31, 20162018 and Consolidating Condensed Statements of Cash Flows for the years ended December 31, 2017, 20162019, 2018 and 20152017 for: (i) Avis Budget Group, Inc. (the “Parent”); (ii) ABCR and Avis Budget Finance, Inc. (the “Subsidiary Issuers”); (iii) the guarantor subsidiaries; (iv) the non-guarantor subsidiaries; (v) elimination entries necessary to consolidate the Parent with the Subsidiary Issuers, the guarantor and non-guarantor subsidiaries; and (vi) the Company on a consolidated basis. The Subsidiary Issuers and the guarantor and non-guarantor subsidiaries are 100% owned by the Parent, either directly or indirectly. All guarantees are full and unconditional and joint and several. This financial information is being presented in relation to the Company’s guarantee of the payment of principal, premium (if any) and interest on the notes issued by the Subsidiary Issuers. See Note 12-Long-term13-Long-term Corporate Debt and Borrowing Arrangements for additional description of these guaranteed notes. The Senior Notes have separate investors than the equity investors of the Company and are guaranteed by the Parent and certain subsidiaries.
Investments in subsidiaries are accounted for using the equity method of accounting for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. For purposes of the accompanying Consolidating Condensed Statements of Operations, certain expenses incurred by the Subsidiary Issuers are allocated to the guarantor and non-guarantor subsidiaries.
The following tables provide the impact of adoption of ASU 2016-18 on the Company’s Consolidating Condensed Statements of Cash Flows for the years ended December 31, 2016 and 2015.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2016
|
| | As Previously Reported Non-Guarantor | | Effect of Change | | As Adjusted Non-Guarantor | | As Previously Reported Total | | Effect of Change | | As Adjusted Total |
| Decrease in program cash | $ | 31 |
| | $ | (31 | ) | | $ | — |
| | $ | 31 |
| | $ | (31 | ) | | $ | — |
|
| Other, net | 4 |
| | (2 | ) | | 2 |
| | 3 |
| | (2 | ) | | 1 |
|
| Net cash used in investing activities | (2,368 | ) | | (33 | ) | | (2,401 | ) | | (2,149 | ) | | (33 | ) | | (2,182 | ) |
| | | | | | | | | | | | |
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
| (4 | ) | | (2 | ) | | (6 | ) | | (4 | ) | | (2 | ) | | (6 | ) |
| | | | | | | | | | | | |
| Net increase in cash and cash equivalents, program and restricted cash | 97 |
| | (35 | ) | | 62 |
| | 38 |
| | (35 | ) | | 3 |
|
Cash and cash equivalents, program and restricted cash, beginning of period
| 378 |
| | 265 |
| | 643 |
| | 452 |
| | 265 |
| | 717 |
|
Cash and cash equivalents, program and restricted cash, end of period
| $ | 475 |
| | $ | 230 |
| | $ | 705 |
| | $ | 490 |
| | $ | 230 |
| | $ | 720 |
|
| | | | | | | | | | | | |
| | Year Ended December 31, 2015
|
| | As Previously Reported Non-Guarantor | | Effect of Change | | As Adjusted Non-Guarantor | | As Previously Reported Total | | Effect of Change | | As Adjusted Total |
| Increase in program cash | $ | (148 | ) | | $ | 148 |
| | $ | — |
| | $ | (148 | ) | | $ | 148 |
| | $ | — |
|
| Other, net | 8 |
| | (3 | ) | | 5 |
| | 6 |
| | (3 | ) | | 3 |
|
| Net cash used in investing activities | (2,711 | ) | | 145 |
| | (2,566 | ) | | (2,830 | ) | | 145 |
| | (2,685 | ) |
| | | | | | | | | | | | |
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash
| (41 | ) | | (9 | ) | | (50 | ) | | (41 | ) | | (9 | ) | | (50 | ) |
| | | | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | (34 | ) | | 136 |
| | 102 |
| | (172 | ) | | 136 |
| | (36 | ) |
Cash and cash equivalents, program and restricted cash, beginning of period
| 412 |
| | 129 |
| | 541 |
| | 624 |
| | 129 |
| | 753 |
|
Cash and cash equivalents, program and restricted cash, end of period
| $ | 378 |
| | $ | 265 |
| | $ | 643 |
| | $ | 452 |
| | $ | 265 |
| | $ | 717 |
|
The following table provides a reconciliation of the cash and cash equivalents, program and restricted cash reported within the Consolidating Condensed Balance Sheets to the amounts shown in the Consolidating Condensed Statements of Cash Flows.
| | | | As of December 31, | As of December 31, |
| | 2017 | | 2016 | 2019 | | 2018 |
| | Non-Guarantor | Total | | Non-Guarantor | Total | Non-Guarantor | Total | | Non-Guarantor | Total |
| Cash and cash equivalents | $ | 593 |
| $ | 611 |
| | $ | 475 |
| $ | 490 |
| $ | 673 |
| $ | 686 |
| | $ | 601 |
| $ | 615 |
|
| Program cash | 283 |
| 283 |
| | 225 |
| 225 |
| 211 |
| 211 |
| | 115 |
| 115 |
|
Restricted cash (a) | 7 |
| 7 |
| | 5 |
| 5 |
| 3 |
| 3 |
| | 5 |
| 5 |
|
| Total cash and cash equivalents, program and restricted cash | $ | 883 |
| $ | 901 |
| | $ | 705 |
| $ | 720 |
| $ | 887 |
| $ | 900 |
| | $ | 721 |
| $ | 735 |
|
_________
| |
(a) | Included within other current assets. |
Consolidating Condensed Statements of Operations
For the Year Ended December 31, 20172019
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Total |
| Revenues | $ | — |
| | $ | — |
| | $ | 5,613 |
| | $ | 5,923 |
| | $ | (2,364 | ) | | $ | 9,172 |
|
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | |
| | Operating | 2 |
| | — |
| | 2,788 |
| | 1,908 |
| | — |
| | 4,698 |
|
| | Vehicle depreciation and lease charges, net | — |
| | — |
| | 2,188 |
| | 1,969 |
| | (2,094 | ) | | 2,063 |
|
| | Selling, general and administrative | 50 |
| | 17 |
| | 700 |
| | 470 |
| | — |
| | 1,237 |
|
| | Vehicle interest, net | — |
| | 3 |
| | 269 |
| | 342 |
| | (270 | ) | | 344 |
|
| | Non-vehicle related depreciation and amortization | — |
| | 10 |
| | 153 |
| | 100 |
| | — |
| | 263 |
|
| | Interest expense related to corporate debt, net: | | | | | | | | | | | |
| | | Interest expense | — |
| | 131 |
| | 2 |
| | 45 |
| | — |
| | 178 |
|
| | | Intercompany interest expense (income) | (12 | ) | | 10 |
| | 59 |
| | (57 | ) | | — |
| | — |
|
| | | Early extinguishment of debt | — |
| | 12 |
| | — |
| | — |
| | — |
| | 12 |
|
| | Restructuring and other related charges | 18 |
| | — |
| | 38 |
| | 24 |
| | — |
| | 80 |
|
| | Transaction-related costs, net | — |
| | 4 |
| | (6 | ) | | 12 |
| | — |
| | 10 |
|
| Total expenses | 58 |
| | 187 |
| | 6,191 |
| | 4,813 |
| | (2,364 | ) | | 8,885 |
|
| | | | | | | | | | | | | | |
| Income (loss) before income taxes and equity in earnings of subsidiaries | (58 | ) | | (187 | ) | | (578 | ) | | 1,110 |
| | — |
| | 287 |
|
| Provision for (benefit from) income taxes | (12 | ) | | (220 | ) | | (24 | ) | | 241 |
| | — |
| | (15 | ) |
| Equity in earnings of subsidiaries | 348 |
| | 315 |
| | 869 |
| | — |
| | (1,532 | ) | | — |
|
| Net income | $ | 302 |
| | $ | 348 |
| | $ | 315 |
| | $ | 869 |
| | $ | (1,532 | ) | | $ | 302 |
|
| | | | | | | | | | | | |
| Comprehensive income | $ | 277 |
| | $ | 323 |
| | $ | 312 |
| | $ | 860 |
| | $ | (1,495 | ) | | $ | 277 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Total |
| Revenues | | | | | | | | | | | |
| | Vehicle rental | $ | — |
| | $ | — |
| | $ | 4,108 |
| | $ | 2,111 |
| | $ | — |
| | $ | 6,219 |
|
| | Other | — |
| | — |
| | 1,204 |
| | 3,820 |
| | (2,395 | ) | | 2,629 |
|
| Net revenues | — |
| | — |
| | 5,312 |
| | 5,931 |
| | (2,395 | ) | | 8,848 |
|
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | |
| | Operating | 3 |
| | 20 |
| | 2,598 |
| | 1,851 |
| | — |
| | 4,472 |
|
| | Vehicle depreciation and lease charges, net | — |
| | — |
| | 2,226 |
| | 2,183 |
| | (2,188 | ) | | 2,221 |
|
| | Selling, general and administrative | 39 |
| | 8 |
| | 619 |
| | 454 |
| | — |
| | 1,120 |
|
| | Vehicle interest, net | — |
| | — |
| | 199 |
| | 294 |
| | (207 | ) | | 286 |
|
| | Non-vehicle related depreciation and amortization | — |
| | 1 |
| | 160 |
| | 98 |
| | — |
| | 259 |
|
| | Interest expense related to corporate debt, net: | | | | | | | | | | | |
| | | Interest expense | — |
| | 157 |
| | 1 |
| | 30 |
| | — |
| | 188 |
|
| | | Intercompany interest expense (income) | (12 | ) | | 95 |
| | 23 |
| | (106 | ) | | — |
| | — |
|
| | | Early extinguishment of debt | — |
| | 4 |
| | — |
| | (1 | ) | | — |
| | 3 |
|
| | Restructuring and other related charges | — |
| | 7 |
| | 44 |
| | 12 |
| | — |
| | 63 |
|
| | Transaction-related costs, net | — |
| | 1 |
| | 3 |
| | 19 |
| | — |
| | 23 |
|
| Transaction-related costs, net | Impairment | — |
| | — |
| | 2 |
| | — |
| | — |
| | 2 |
|
| Total expenses | 30 |
| | 293 |
| | 5,875 |
| | 4,834 |
| | (2,395 | ) | | 8,637 |
|
| | | | | | | | | | | | | | |
| Income (loss) before income taxes and equity in earnings of subsidiaries | (30 | ) | | (293 | ) | | (563 | ) | | 1,097 |
| | — |
| | 211 |
|
| Provision for (benefit from) income taxes | (5 | ) | | 267 |
| | (527 | ) | | 115 |
| | — |
| | (150 | ) |
| Equity in earnings of subsidiaries | 386 |
| | 946 |
| | 982 |
| | — |
| | (2,314 | ) | | — |
|
| Net income | $ | 361 |
| | $ | 386 |
| | $ | 946 |
| | $ | 982 |
| | $ | (2,314 | ) | | $ | 361 |
|
| | | | | | | | | | | | |
| Comprehensive income | $ | 491 |
| | $ | 515 |
| | $ | 1,073 |
| | $ | 1,103 |
| | $ | (2,691 | ) | | $ | 491 |
|
For the Year Ended December 31, 20162018
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Revenues | $ | — |
| | $ | — |
| | $ | 5,431 |
| | $ | 6,006 |
| | $ | (2,313 | ) | | $ | 9,124 |
|
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | |
| | Operating | 4 |
| | 7 |
| | 2,668 |
| | 1,960 |
| | — |
| | 4,639 |
|
| | Vehicle depreciation and lease charges, net | — |
| | — |
| | 2,162 |
| | 2,102 |
| | (2,085 | ) | | 2,179 |
|
| | Selling, general and administrative | 48 |
| | 11 |
| | 662 |
| | 499 |
| | — |
| | 1,220 |
|
| | Vehicle interest, net | — |
| | — |
| | 229 |
| | 313 |
| | (228 | ) | | 314 |
|
| | Non-vehicle related depreciation and amortization | — |
| | 1 |
| | 145 |
| | 110 |
| | — |
| | 256 |
|
| | Interest expense related to corporate debt, net: | | | | | | | | | | | |
| | | Interest expense | — |
| | 153 |
| | 3 |
| | 32 |
| | — |
| | 188 |
|
| | | Intercompany interest expense (income) | (12 | ) | | (11 | ) | | 26 |
| | (3 | ) | | — |
| | — |
|
| | | Early extinguishment of debt | — |
| | 19 |
| | — |
| | — |
| | — |
| | 19 |
|
| | Restructuring and other related charges | — |
| | — |
| | 11 |
| | 11 |
| | — |
| | 22 |
|
| | Transaction-related costs, net | — |
| | 1 |
| | 4 |
| | 15 |
| | — |
| | 20 |
|
| Total expenses | 40 |
| | 181 |
| | 5,910 |
| | 5,039 |
| | (2,313 | ) | | 8,857 |
|
| | | | | | | | | | | | | | |
| Income (loss) before income taxes and equity in earnings of subsidiaries | (40 | ) | | (181 | ) | | (479 | ) | | 967 |
| | — |
| | 267 |
|
| Provision for (benefit from) income taxes | (10 | ) | | (48 | ) | | 93 |
| | 67 |
| | — |
| | 102 |
|
| Equity in earnings of subsidiaries | 195 |
| | 328 |
| | 900 |
| | — |
| | (1,423 | ) | | — |
|
| Net income | $ | 165 |
| | $ | 195 |
| | $ | 328 |
| | $ | 900 |
| | $ | (1,423 | ) | | $ | 165 |
|
| | | | | | | | | | | | |
| Comprehensive income | $ | 62 |
| | $ | 92 |
| | $ | 228 |
| | $ | 806 |
| | $ | (1,126 | ) | | $ | 62 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Revenues | | | | | | | | | | | |
| | Vehicle rental | $ | — |
| | $ | — |
| | $ | 4,134 |
| | $ | 1,947 |
| | $ | — |
| | $ | 6,081 |
|
| | Other | — |
| | — |
| | 1,209 |
| | 3,563 |
| | (2,194 | ) | | 2,578 |
|
| Net revenues | — |
| | — |
| | 5,343 |
| | 5,510 |
| | (2,194 | ) | | 8,659 |
|
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | |
| | Operating | 4 |
| | 18 |
| | 2,622 |
| | 1,738 |
| | — |
| | 4,382 |
|
| | Vehicle depreciation and lease charges, net | — |
| | — |
| | 1,993 |
| | 2,045 |
| | (1,991 | ) | | 2,047 |
|
| | Selling, general and administrative | 38 |
| | 18 |
| | 631 |
| | 447 |
| | — |
| | 1,134 |
|
| | Vehicle interest, net | — |
| | — |
| | 198 |
| | 289 |
| | (203 | ) | | 284 |
|
| | Non-vehicle related depreciation and amortization | — |
| | 2 |
| | 155 |
| | 96 |
| | — |
| | 253 |
|
| | Interest expense related to corporate debt, net: | | | | | | | | | | | |
| | | Interest expense | — |
| | 141 |
| | 3 |
| | 59 |
| | — |
| | 203 |
|
| | | Intercompany interest expense (income) | (13 | ) | | (7 | ) | | 23 |
| | (3 | ) | | — |
| | — |
|
| | | Early extinguishment of debt | — |
| | 10 |
| | — |
| | 17 |
| | — |
| | 27 |
|
| | Restructuring and other related charges | — |
| | — |
| | 9 |
| | 20 |
| | — |
| | 29 |
|
| | Transaction-related costs, net | — |
| | 2 |
| | 1 |
| | 18 |
| | — |
| | 21 |
|
| Total expenses | 29 |
| | 184 |
| | 5,635 |
| | 4,726 |
| | (2,194 | ) | | 8,380 |
|
| | | | | | | | | | | | | | |
| Income (loss) before income taxes and equity in earnings of subsidiaries | (29 | ) | | (184 | ) | | (292 | ) | | 784 |
| | — |
| | 279 |
|
| Provision for (benefit from) income taxes | (11 | ) | | (70 | ) | | 123 |
| | 74 |
| | — |
| | 116 |
|
| Equity in earnings of subsidiaries | 181 |
| | 295 |
| | 710 |
| | — |
| | (1,186 | ) | | — |
|
| Net income | $ | 163 |
| | $ | 181 |
| | $ | 295 |
| | $ | 710 |
| | $ | (1,186 | ) | | $ | 163 |
|
| | | | | | | | | | | | |
| Comprehensive income | $ | 156 |
| | $ | 173 |
| | $ | 283 |
| | $ | 712 |
| | $ | (1,168 | ) | | $ | 156 |
|
For the Year Ended December 31, 20152017
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Revenues | $ | — |
| | $ | — |
| | $ | 5,312 |
| | $ | 5,931 |
| | $ | (2,395 | ) | | $ | 8,848 |
|
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | |
| | Operating | 3 |
| | 20 |
| | 2,598 |
| | 1,851 |
| | — |
| | 4,472 |
|
| | Vehicle depreciation and lease charges, net | — |
| | — |
| | 2,226 |
| | 2,183 |
| | (2,188 | ) | | 2,221 |
|
| | Selling, general and administrative | 39 |
| | 8 |
| | 619 |
| | 454 |
| | — |
| | 1,120 |
|
| | Vehicle interest, net | — |
| | — |
| | 199 |
| | 294 |
| | (207 | ) | | 286 |
|
| | Non-vehicle related depreciation and amortization | — |
| | 1 |
| | 160 |
| | 98 |
| | — |
| | 259 |
|
| | Interest expense related to corporate debt, net: | | | | | | | | | | | |
| | | Interest expense | — |
| | 157 |
| | 1 |
| | 30 |
| | — |
| | 188 |
|
| | | Intercompany interest expense (income) | (12 | ) | | 95 |
| | 23 |
| | (106 | ) | | — |
| | — |
|
| | | Early extinguishment of debt | — |
| | 4 |
| | — |
| | (1 | ) | | — |
| | 3 |
|
| | Restructuring and other related charges | — |
| | 7 |
| | 44 |
| | 12 |
| | — |
| | 63 |
|
| | Transaction-related costs, net | — |
| | 1 |
| | 3 |
| | 19 |
| | — |
| | 23 |
|
| | Impairment | — |
| | — |
| | 2 |
| | — |
| | — |
| | 2 |
|
| Total expenses | 30 |
| | 293 |
| | 5,875 |
| | 4,834 |
| | (2,395 | ) | | 8,637 |
|
| | | | | | | | | | | | | | |
| Income (loss) before income taxes and equity in earnings of subsidiaries | (30 | ) | | (293 | ) | | (563 | ) | | 1,097 |
| | — |
| | 211 |
|
| Provision for (benefit from) income taxes | (5 | ) | | 267 |
| | (527 | ) | | 115 |
| | — |
| | (150 | ) |
| Equity in earnings of subsidiaries | 386 |
| | 946 |
| | 982 |
| | — |
| | (2,314 | ) | | — |
|
| Net income | $ | 361 |
| | $ | 386 |
| | $ | 946 |
| | $ | 982 |
| | $ | (2,314 | ) | | $ | 361 |
|
| | | | | | | | | | | | |
| Comprehensive income | $ | 491 |
| | $ | 515 |
| | $ | 1,073 |
| | $ | 1,103 |
| | $ | (2,691 | ) | | $ | 491 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Revenues | | | | | | | | | | | |
| | Vehicle rental | $ | — |
| | $ | — |
| | $ | 4,124 |
| | $ | 1,902 |
| | $ | — |
| | $ | 6,026 |
|
| | Other | — |
| | — |
| | 1,181 |
| | 3,335 |
| | (2,040 | ) | | 2,476 |
|
| Net revenues | — |
| | — |
| | 5,305 |
| | 5,237 |
| | (2,040 | ) | | 8,502 |
|
| | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | |
| | Operating | 2 |
| | 17 |
| | 2,587 |
| | 1,678 |
| | — |
| | 4,284 |
|
| | Vehicle depreciation and lease charges, net | — |
| | 1 |
| | 1,819 |
| | 1,936 |
| | (1,823 | ) | | 1,933 |
|
| | Selling, general and administrative | 32 |
| | 15 |
| | 619 |
| | 427 |
| | — |
| | 1,093 |
|
| | Vehicle interest, net | — |
| | — |
| | 204 |
| | 302 |
| | (217 | ) | | 289 |
|
| | Non-vehicle related depreciation and amortization | — |
| | 1 |
| | 133 |
| | 84 |
| | — |
| | 218 |
|
| | Interest expense related to corporate debt, net: | | | | | | | | | | | |
| | | Interest expense | — |
| | 159 |
| | (5 | ) | | 40 |
| | — |
| | 194 |
|
| | | Intercompany interest expense (income) | (12 | ) | | (11 | ) | | 16 |
| | 7 |
| | — |
| | — |
|
| | | Early extinguishment of debt | — |
| | 23 |
| | — |
| | — |
| | — |
| | 23 |
|
| | Transaction-related costs, net | — |
| | 22 |
| | 6 |
| | 40 |
| | — |
| | 68 |
|
| | Restructuring and other related charges | — |
| | — |
| | 6 |
| | 12 |
| | — |
| | 18 |
|
| Total expenses | 22 |
| | 227 |
| | 5,385 |
| | 4,526 |
| | (2,040 | ) | | 8,120 |
|
| | | | | | | | | | | | | | |
| Income (loss) before income taxes and equity in earnings of subsidiaries | (22 | ) | | (227 | ) | | (80 | ) | | 711 |
| | — |
| | 382 |
|
| Provision for (benefit from) income taxes | (9 | ) | | (178 | ) | | 170 |
| | 86 |
| | — |
| | 69 |
|
| Equity in earnings of subsidiaries | 326 |
| | 375 |
| | 625 |
| | — |
| | (1,326 | ) | | — |
|
| Net income | $ | 313 |
| | $ | 326 |
| | $ | 375 |
| | $ | 625 |
| | $ | (1,326 | ) | | $ | 313 |
|
| | | | | | | | | | | | |
| Comprehensive income | $ | 188 |
| | $ | 203 |
| | $ | 253 |
| | $ | 504 |
| | $ | (960 | ) | | $ | 188 |
|
Consolidating Condensed Balance Sheets
As of December 31, 20172019
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Assets | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | |
| | Cash and cash equivalents | $ | 1 |
| | $ | 12 |
| | $ | — |
| | $ | 673 |
| | $ | — |
| | $ | 686 |
|
| | Receivables, net | — |
| | — |
| | 262 |
| | 649 |
| | — |
| | 911 |
|
| | Other current assets | — |
| | 115 |
| | 95 |
| | 338 |
| | — |
| | 548 |
|
| Total current assets | 1 |
| | 127 |
| | 357 |
| | 1,660 |
| | — |
| | 2,145 |
|
| | | | | | | | | | | | | |
| Property and equipment, net | — |
| | 234 |
| | 338 |
| | 220 |
| | — |
| | 792 |
|
| Operating lease right-of-use assets | — |
| | 778 |
| | 1,174 |
| | 644 |
| | — |
| | 2,596 |
|
| Deferred income taxes | 13 |
| | 1,238 |
| | 222 |
| | 189 |
| | — |
| | 1,662 |
|
| Goodwill | — |
| | — |
| | 471 |
| | 630 |
| | — |
| | 1,101 |
|
| Other intangibles, net | — |
| | 24 |
| | 481 |
| | 293 |
| | — |
| | 798 |
|
| Other non-current assets | 47 |
| | 32 |
| | 15 |
| | 123 |
| | — |
| | 217 |
|
| Intercompany receivables | 172 |
| | 427 |
| | 2,715 |
| | 1,028 |
| | (4,342 | ) | | — |
|
| Investment in subsidiaries | 483 |
| | 5,070 |
| | 3,778 |
| | — |
| | (9,331 | ) | | — |
|
| Total assets exclusive of assets under vehicle programs | 716 |
| | 7,930 |
| | 9,551 |
| | 4,787 |
| | (13,673 | ) | | 9,311 |
|
| | | | | | | | | | | | | |
| Assets under vehicle programs: | | | | | | | | | | | |
| | Program cash | — |
| | — |
| | — |
| | 211 |
| | — |
| | 211 |
|
| | Vehicles, net | — |
| | 191 |
| | 54 |
| | 11,932 |
| | — |
| | 12,177 |
|
| | Receivables from vehicle manufacturers and other | — |
| | 4 |
| | 99 |
| | 675 |
| | — |
| | 778 |
|
| | Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 649 |
| | — |
| | 649 |
|
| | | — |
| | 195 |
| | 153 |
| | 13,467 |
| | — |
| | 13,815 |
|
| Total assets | $ | 716 |
| | $ | 8,125 |
| | $ | 9,704 |
| | $ | 18,254 |
| | $ | (13,673 | ) | | $ | 23,126 |
|
| | | | | | | | | | | | | |
| Liabilities and stockholders’ equity | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | |
| | Accounts payable and other current liabilities | $ | 20 |
| | $ | 338 |
| | $ | 867 |
| | $ | 981 |
| | $ | — |
| | $ | 2,206 |
|
| | Short-term debt and current portion of long-term debt | — |
| | 17 |
| | 2 |
| | — |
| | — |
| | 19 |
|
| Total current liabilities | 20 |
| | 355 |
| | 869 |
| | 981 |
| | — |
| | 2,225 |
|
| | | | | | | | | | | | | |
| Long-term debt | — |
| | 2,417 |
| | 1 |
| | 998 |
| | — |
| | 3,416 |
|
| Long-term operating lease liabilities | — |
| | 698 |
| | 971 |
| | 471 |
| | — |
| | 2,140 |
|
| Other non-current liabilities | 40 |
| | 99 |
| | 215 |
| | 403 |
| | — |
| | 757 |
|
| Intercompany payables | — |
| | 3,913 |
| | 427 |
| | 2 |
| | (4,342 | ) | | — |
|
| Total liabilities exclusive of liabilities under vehicle programs | 60 |
| | 7,482 |
| | 2,483 |
| | 2,855 |
| | (4,342 | ) | | 8,538 |
|
| Liabilities under vehicle programs: | | | | | | | | | | | |
| | Debt | — |
| | 160 |
| | 38 |
| | 2,934 |
| | — |
| | 3,132 |
|
| | Due to Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 7,936 |
| | — |
| | 7,936 |
|
| | Deferred income taxes | — |
| | — |
| | 2,014 |
| | 175 |
| | — |
| | 2,189 |
|
| | Other | — |
| | — |
| | 99 |
| | 576 |
| | — |
| | 675 |
|
| | | — |
| | 160 |
| | 2,151 |
| | 11,621 |
| | — |
| | 13,932 |
|
| Total stockholders’ equity | 656 |
| | 483 |
| | 5,070 |
| | 3,778 |
| | (9,331 | ) | | 656 |
|
| Total liabilities and stockholders’ equity | $ | 716 |
| | $ | 8,125 |
| | $ | 9,704 |
| | $ | 18,254 |
| | $ | (13,673 | ) | | $ | 23,126 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Assets | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | |
| | Cash and cash equivalents | $ | 4 |
| | $ | 14 |
| | $ | — |
| | $ | 593 |
| | $ | — |
| | $ | 611 |
|
| | Receivables, net | — |
| | — |
| | 255 |
| | 667 |
| | — |
| | 922 |
|
| | Other current assets | 4 |
| | 89 |
| | 101 |
| | 339 |
| | — |
| | 533 |
|
| Total current assets | 8 |
| | 103 |
| | 356 |
| | 1,599 |
| | — |
| | 2,066 |
|
| | | | | | | | | | | | | |
| Property and equipment, net | — |
| | 167 |
| | 321 |
| | 216 |
| | — |
| | 704 |
|
| Deferred income taxes | 14 |
| | 704 |
| | 154 |
| | 59 |
| | — |
| | 931 |
|
| Goodwill | — |
| | — |
| | 471 |
| | 602 |
| | — |
| | 1,073 |
|
| Other intangibles, net | — |
| | 27 |
| | 480 |
| | 343 |
| | — |
| | 850 |
|
| Other non-current assets | 46 |
| | 29 |
| | 16 |
| | 105 |
| | — |
| | 196 |
|
| Intercompany receivables | 187 |
| | 382 |
| | 1,506 |
| | 824 |
| | (2,899 | ) | | — |
|
| Investment in subsidiaries | 381 |
| | 4,681 |
| | 3,938 |
| | — |
| | (9,000 | ) | | — |
|
| Total assets exclusive of assets under vehicle programs | 636 |
| | 6,093 |
| | 7,242 |
| | 3,748 |
| | (11,899 | ) | | 5,820 |
|
| | | | | | | | | | | | | |
| Assets under vehicle programs: | | | | | | | | | | | |
| | Program cash | — |
| | — |
| | — |
| | 283 |
| | — |
| | 283 |
|
| | Vehicles, net | — |
| | 34 |
| | 61 |
| | 10,531 |
| | — |
| | 10,626 |
|
| | Receivables from vehicle manufacturers and other | — |
| | 1 |
| | — |
| | 546 |
| | — |
| | 547 |
|
| | Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 423 |
| | — |
| | 423 |
|
| | | — |
| | 35 |
| | 61 |
| | 11,783 |
| | — |
| | 11,879 |
|
| Total assets | $ | 636 |
| | $ | 6,128 |
| | $ | 7,303 |
| | $ | 15,531 |
| | $ | (11,899 | ) | | $ | 17,699 |
|
| | | | | | | | | | | | | |
| Liabilities and stockholders’ equity | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | |
| | Accounts payable and other current liabilities | $ | 23 |
| | $ | 207 |
| | $ | 552 |
| | $ | 837 |
| | $ | — |
| | $ | 1,619 |
|
| | Short-term debt and current portion of long-term debt | — |
| | 17 |
| | 3 |
| | 6 |
| | — |
| | 26 |
|
| Total current liabilities | 23 |
| | 224 |
| | 555 |
| | 843 |
| | — |
| | 1,645 |
|
| | | | | | | | | | | | | |
| Long-term debt | — |
| | 2,910 |
| | 3 |
| | 660 |
| | — |
| | 3,573 |
|
| Other non-current liabilities | 40 |
| | 83 |
| | 216 |
| | 378 |
| | — |
| | 717 |
|
| Intercompany payables | — |
| | 2,515 |
| | 382 |
| | 2 |
| | (2,899 | ) | | — |
|
| Total liabilities exclusive of liabilities under vehicle programs | 63 |
| | 5,732 |
| | 1,156 |
| | 1,883 |
| | (2,899 | ) | | 5,935 |
|
| Liabilities under vehicle programs: | | | | | | | | | | | |
| | Debt | — |
| | 15 |
| | 57 |
| | 2,669 |
| | — |
| | 2,741 |
|
| | Due to Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 6,480 |
| | — |
| | 6,480 |
|
| | Deferred income taxes | — |
| | — |
| | 1,407 |
| | 187 |
| | — |
| | 1,594 |
|
| | Other | — |
| | — |
| | 2 |
| | 374 |
| | — |
| | 376 |
|
| | | — |
| | 15 |
| | 1,466 |
| | 9,710 |
| | — |
| | 11,191 |
|
| Total stockholders’ equity | 573 |
| | 381 |
| | 4,681 |
| | 3,938 |
| | (9,000 | ) | | 573 |
|
| Total liabilities and stockholders’ equity | $ | 636 |
| | $ | 6,128 |
| | $ | 7,303 |
| | $ | 15,531 |
| | $ | (11,899 | ) | | $ | 17,699 |
|
As of December 31, 20162018
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Assets | | | | | | | | | | | |
| Current assets: | | | | | | | | | | �� | |
| | Cash and cash equivalents | $ | 1 |
| | $ | 12 |
| | $ | 1 |
| | $ | 601 |
| | $ | — |
| | $ | 615 |
|
| | Receivables, net | — |
| | — |
| | 239 |
| | 716 |
| | — |
| | 955 |
|
| | Other current assets | 5 |
| | 112 |
| | 116 |
| | 371 |
| | — |
| | 604 |
|
| Total current assets | 6 |
| | 124 |
| | 356 |
| | 1,688 |
| | — |
| | 2,174 |
|
| | | | | | | | | | | | | |
| Property and equipment, net | — |
| | 199 |
| | 319 |
| | 218 |
| | — |
| | 736 |
|
| Deferred income taxes | 13 |
| | 1,015 |
| | 207 |
| | 66 |
| | — |
| | 1,301 |
|
| Goodwill | — |
| | — |
| | 471 |
| | 621 |
| | — |
| | 1,092 |
|
| Other intangibles, net | — |
| | 26 |
| | 475 |
| | 324 |
| | — |
| | 825 |
|
| Other non-current assets | 47 |
| | 39 |
| | 16 |
| | 140 |
| | — |
| | 242 |
|
| Intercompany receivables | 159 |
| | 404 |
| | 2,104 |
| | 1,262 |
| | (3,929 | ) | | — |
|
| Investment in subsidiaries | 246 |
| | 4,786 |
| | 3,852 |
| | — |
| | (8,884 | ) | | — |
|
| Total assets exclusive of assets under vehicle programs | 471 |
| | 6,593 |
| | 7,800 |
| | 4,319 |
| | (12,813 | ) | | 6,370 |
|
| | | | | | | | | | | | | |
| Assets under vehicle programs: | | | | | | | | | | | |
| | Program cash | — |
| | — |
| | — |
| | 115 |
| | — |
| | 115 |
|
| | Vehicles, net | — |
| | 55 |
| | 54 |
| | 11,365 |
| | — |
| | 11,474 |
|
| | Receivables from vehicle manufacturers and other | — |
| | 2 |
| | — |
| | 629 |
| | — |
| | 631 |
|
| | Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 559 |
| | — |
| | 559 |
|
| | | — |
| | 57 |
| | 54 |
| | 12,668 |
| | — |
| | 12,779 |
|
| Total assets | $ | 471 |
| | $ | 6,650 |
| | $ | 7,854 |
| | $ | 16,987 |
| | $ | (12,813 | ) | | $ | 19,149 |
|
| | | | | | | | | | | | | |
| Liabilities and stockholders’ equity | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | |
| | Accounts payable and other current liabilities | $ | 16 |
| | $ | 246 |
| | $ | 582 |
| | $ | 849 |
| | $ | — |
| | $ | 1,693 |
|
| | Short-term debt and current portion of long-term debt | — |
| | 18 |
| | 3 |
| | 2 |
| | — |
| | 23 |
|
| Total current liabilities | 16 |
| | 264 |
| | 585 |
| | 851 |
| | — |
| | 1,716 |
|
| | | | | | | | | | | | | |
| Long-term debt | — |
| | 2,501 |
| | 3 |
| | 1,024 |
| | — |
| | 3,528 |
|
| Other non-current liabilities | 41 |
| | 87 |
| | 257 |
| | 382 |
| | — |
| | 767 |
|
| Intercompany payables | — |
| | 3,524 |
| | 404 |
| | 1 |
| | (3,929 | ) | | — |
|
| Total liabilities exclusive of liabilities under vehicle programs | 57 |
| | 6,376 |
| | 1,249 |
| | 2,258 |
| | (3,929 | ) | | 6,011 |
|
| Liabilities under vehicle programs: | | | | | | | | | | | |
| | Debt | — |
| | 28 |
| | 49 |
| | 2,797 |
| | — |
| | 2,874 |
|
| | Due to Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 7,358 |
| | — |
| | 7,358 |
|
| | Deferred income taxes | — |
| | — |
| | 1,770 |
| | 191 |
| | — |
| | 1,961 |
|
| | Other | — |
| | — |
| | — |
| | 531 |
| | — |
| | 531 |
|
| | | — |
| | 28 |
| | 1,819 |
| | 10,877 |
| | — |
| | 12,724 |
|
| Total stockholders’ equity | 414 |
| | 246 |
| | 4,786 |
| | 3,852 |
| | (8,884 | ) | | 414 |
|
| Total liabilities and stockholders’ equity | $ | 471 |
| | $ | 6,650 |
| | $ | 7,854 |
| | $ | 16,987 |
| | $ | (12,813 | ) | | $ | 19,149 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Assets | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | |
| | Cash and cash equivalents | $ | 3 |
| | $ | 12 |
| | $ | — |
| | $ | 475 |
| | $ | — |
| | $ | 490 |
|
| | Receivables, net | — |
| | — |
| | 231 |
| | 577 |
| | — |
| | 808 |
|
| | Other current assets | 2 |
| | 101 |
| | 90 |
| | 326 |
| | — |
| | 519 |
|
| Total current assets | 5 |
| | 113 |
| | 321 |
| | 1,378 |
| | — |
| | 1,817 |
|
| | | | | | | | | | | | | |
| Property and equipment, net | — |
| | 148 |
| | 341 |
| | 196 |
| | — |
| | 685 |
|
| Deferred income taxes | 20 |
| | 1,219 |
| | 268 |
| | — |
| | (14 | ) | | 1,493 |
|
| Goodwill | — |
| | — |
| | 489 |
| | 518 |
| | — |
| | 1,007 |
|
| Other intangibles, net | — |
| | 28 |
| | 502 |
| | 340 |
| | — |
| | 870 |
|
| Other non-current assets | 75 |
| | 24 |
| | 16 |
| | 78 |
| | — |
| | 193 |
|
| Intercompany receivables | 171 |
| | 359 |
| | 1,466 |
| | 670 |
| | (2,666 | ) | | — |
|
| Investment in subsidiaries | 42 |
| | 3,717 |
| | 3,698 |
| | — |
| | (7,457 | ) | | — |
|
| Total assets exclusive of assets under vehicle programs | 313 |
| | 5,608 |
| | 7,101 |
| | 3,180 |
| | (10,137 | ) | | 6,065 |
|
| | | | | | | | | | | | | |
| Assets under vehicle programs: | | | | | | | | | | | |
| | Program cash | — |
| | — |
| | — |
| | 225 |
| | — |
| | 225 |
|
| | Vehicles, net | — |
| | 24 |
| | 70 |
| | 10,370 |
| | — |
| | 10,464 |
|
| | Receivables from vehicle manufacturers and other | — |
| | 1 |
| | — |
| | 526 |
| | — |
| | 527 |
|
| | Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 362 |
| | — |
| | 362 |
|
| | | — |
| | 25 |
| | 70 |
| | 11,483 |
| | — |
| | 11,578 |
|
| Total assets | $ | 313 |
| | $ | 5,633 |
| | $ | 7,171 |
| | $ | 14,663 |
| | $ | (10,137 | ) | | $ | 17,643 |
|
| | | | | | | | | | | | | |
| Liabilities and stockholders’ equity | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | |
| | Accounts payable and other current liabilities | $ | 23 |
| | $ | 189 |
| | $ | 512 |
| | $ | 764 |
| | $ | — |
| | $ | 1,488 |
|
| | Short-term debt and current portion of long-term debt | — |
| | 264 |
| | 3 |
| | 12 |
| | — |
| | 279 |
|
| Total current liabilities | 23 |
| | 453 |
| | 515 |
| | 776 |
| | — |
| | 1,767 |
|
| | | | | | | | | | | | | |
| Long-term debt | — |
| | 2,730 |
| | 3 |
| | 511 |
| | — |
| | 3,244 |
|
| Other non-current liabilities | 69 |
| | 88 |
| | 253 |
| | 368 |
| | (14 | ) | | 764 |
|
| Intercompany payables | — |
| | 2,306 |
| | 359 |
| | 1 |
| | (2,666 | ) | | — |
|
| Total liabilities exclusive of liabilities under vehicle programs | 92 |
| | 5,577 |
| | 1,130 |
| | 1,656 |
| | (2,680 | ) | | 5,775 |
|
| Liabilities under vehicle programs: | | | | | | | | | | | |
| | Debt | — |
| | 14 |
| | 66 |
| | 2,103 |
| | — |
| | 2,183 |
|
| | Due to Avis Budget Rental Car Funding (AESOP) LLC-related party | — |
| | — |
| | — |
| | 6,695 |
| | — |
| | 6,695 |
|
| | Deferred income taxes | — |
| | — |
| | 2,258 |
| | 171 |
| | — |
| | 2,429 |
|
| | Other | — |
| | — |
| | — |
| | 340 |
| | — |
| | 340 |
|
| | | — |
| | 14 |
| | 2,324 |
| | 9,309 |
| | — |
| | 11,647 |
|
| Total stockholders’ equity | 221 |
| | 42 |
| | 3,717 |
| | 3,698 |
| | (7,457 | ) | | 221 |
|
| Total liabilities and stockholders’ equity | $ | 313 |
| | $ | 5,633 |
| | $ | 7,171 |
| | $ | 14,663 |
| | $ | (10,137 | ) | | $ | 17,643 |
|
Consolidating Condensed Statements of Cash Flows
For the Year Ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Net cash provided by (used in) operating activities | $ | 67 |
| | $ | 293 |
| | $ | 246 |
| | $ | 2,394 |
| | $ | (414 | ) | | $ | 2,586 |
|
| | | | | | | | | | | | |
| Investing activities | | | | | | | | | | | |
| Property and equipment additions | — |
| | (79 | ) | | (100 | ) | | (71 | ) | | — |
| | (250 | ) |
| Proceeds received on asset sales | — |
| | 1 |
| | — |
| | 10 |
| | — |
| | 11 |
|
| Net assets acquired (net of cash acquired) | — |
| | (1 | ) | | (24 | ) | | (52 | ) | | — |
| | (77 | ) |
| Other, net | — |
| | (75 | ) | | 12 |
| | 69 |
| | 75 |
| | 81 |
|
| Net cash provided by (used in) investing activities exclusive of vehicle programs | — |
| | (154 | ) | | (112 | ) | | (44 | ) | | 75 |
| | (235 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Investment in vehicles | — |
| | (118 | ) | | (22 | ) | | (12,747 | ) | | — |
| | (12,887 | ) |
| Proceeds received on disposition of vehicles | — |
| | 48 |
| | — |
| | 10,412 |
| | — |
| | 10,460 |
|
| Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC — related party | — |
| | — |
| | — |
| | (251 | ) | | — |
| | (251 | ) |
| Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC — related party | — |
| | — |
| | — |
| | 161 |
| | — |
| | 161 |
|
| | — |
| | (70 | ) | | (22 | ) | | (2,425 | ) | | — |
| | (2,517 | ) |
| Net cash provided by (used in) investing activities | — |
| | (224 | ) | | (134 | ) | | (2,469 | ) | | 75 |
| | (2,752 | ) |
| | | | | | | | | | | | |
| Financing activities | | | | | | | | | | | |
| Proceeds from long-term borrowings | — |
| | 400 |
| | — |
| | 2 |
| | — |
| | 402 |
|
| Payments on long-term borrowings | — |
| | (502 | ) | | (3 | ) | | (4 | ) | | — |
| | (509 | ) |
| Net change in short-term borrowings | — |
| | — |
| | — |
| | (1 | ) | | — |
| | (1 | ) |
| Debt financing fees | — |
| | (7 | ) | | — |
| | — |
| | — |
| | (7 | ) |
| Repurchases of common stock | (67 | ) | | — |
| | — |
| | — |
| | — |
| | (67 | ) |
| Other, net | — |
| | (61 | ) | | (98 | ) | | (180 | ) | | 339 |
| | — |
|
| Net cash provided by (used in) financing activities exclusive of vehicle programs | (67 | ) | | (170 | ) | | (101 | ) | | (183 | ) | | 339 |
| | (182 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Proceeds from borrowings | — |
| | 114 |
| | — |
| | 19,755 |
| | — |
| | 19,869 |
|
| Payments on borrowings | — |
| | (13 | ) | | (12 | ) | | (19,321 | ) | | — |
| | (19,346 | ) |
| Debt financing fees | — |
| | — |
| | — |
| | (23 | ) | | — |
| | (23 | ) |
| | — |
| | 101 |
| | (12 | ) | | 411 |
| | — |
| | 500 |
|
| Net cash provided by (used in) financing activities | (67 | ) | | (69 | ) | | (113 | ) | | 228 |
| | 339 |
| | 318 |
|
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | — |
| | — |
| | — |
| | 13 |
| | — |
| | 13 |
|
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | — |
| | — |
| | (1 | ) | | 166 |
| | — |
| | 165 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 1 |
| | 12 |
| | 1 |
| | 721 |
| | — |
| | 735 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 1 |
| | $ | 12 |
| | $ | — |
| | $ | 887 |
| | $ | — |
| | $ | 900 |
|
For the Year Ended December 31, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Net cash provided by (used in) operating activities | $ | 210 |
| | $ | 235 |
| | $ | 193 |
| | $ | 2,380 |
| | $ | (409 | ) | | $ | 2,609 |
|
| | | | | | | | | | | | |
| Investing activities | | | | | | | | | | | |
| Property and equipment additions | — |
| | (64 | ) | | (88 | ) | | (79 | ) | | — |
| | (231 | ) |
| Proceeds received on asset sales | — |
| | 2 |
| | 4 |
| | 11 |
| | — |
| | 17 |
|
| Net assets acquired (net of cash acquired) | — |
| | (3 | ) | | (10 | ) | | (78 | ) | | — |
| | (91 | ) |
| Intercompany loan receipts (advances) | — |
| | — |
| | — |
| | (404 | ) | | 404 |
| | — |
|
| Other, net | — |
| | (8 | ) | | — |
| | (36 | ) | | — |
| | (44 | ) |
| Net cash provided by (used in) investing activities exclusive of vehicle programs | — |
| | (73 | ) | | (94 | ) | | (586 | ) | | 404 |
| | (349 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Investment in vehicles | — |
| | (2 | ) | | (1 | ) | | (12,586 | ) | | — |
| | (12,589 | ) |
| Proceeds received on disposition of vehicles | — |
| | 42 |
| | — |
| | 9,606 |
| | — |
| | 9,648 |
|
| Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC- related party | — |
| | — |
| | — |
| | (188 | ) | | — |
| | (188 | ) |
| Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC- related party | — |
| | — |
| | — |
| | 52 |
| | — |
| | 52 |
|
| | — |
| | 40 |
| | (1 | ) | | (3,116 | ) | | — |
| | (3,077 | ) |
| Net cash provided by (used in) investing activities | — |
| | (33 | ) | | (95 | ) | | (3,702 | ) | | 404 |
| | (3,426 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Financing activities | | | | | | | | | | | |
| Proceeds from long-term borrowings | — |
| | 81 |
| | — |
| | 404 |
| | — |
| | 485 |
|
| Payments on long-term borrowings | — |
| | (510 | ) | | (3 | ) | | (2 | ) | | — |
| | (515 | ) |
| Net change in short-term borrowings | — |
| | — |
| | — |
| | (4 | ) | | — |
| | (4 | ) |
| Debt financing fees | — |
| | (9 | ) | | — |
| | (6 | ) | | — |
| | (15 | ) |
| Repurchases of common stock | (216 | ) | | — |
| | — |
| | — |
| | — |
| | (216 | ) |
| Intercompany loan borrowings (payments) | — |
| | 404 |
| | — |
| | — |
| | (404 | ) | | — |
|
| Other, net | 3 |
| | (167 | ) | | (85 | ) | | (157 | ) | | 409 |
| | 3 |
|
| Net cash provided by (used in) financing activities exclusive of vehicle programs | (213 | ) | | (201 | ) | | (88 | ) | | 235 |
| | 5 |
| | (262 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Proceeds from borrowings | — |
| | — |
| | — |
| | 17,339 |
| | — |
| | 17,339 |
|
| Payments on borrowings | — |
| | (3 | ) | | (9 | ) | | (16,373 | ) | | — |
| | (16,385 | ) |
| Debt financing fees | — |
| | — |
| | — |
| | (25 | ) | | — |
| | (25 | ) |
| | — |
| | (3 | ) | | (9 | ) | | 941 |
| | — |
| | 929 |
|
| Net cash provided by (used in) financing activities | (213 | ) | | (204 | ) | | (97 | ) | | 1,176 |
| | 5 |
| | 667 |
|
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | — |
| | — |
| | — |
| | (16 | ) | | — |
| | (16 | ) |
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | (3 | ) | | (2 | ) | | 1 |
| | (162 | ) | | — |
| | (166 | ) |
| Cash and cash equivalents, program and restricted cash, beginning of period | 4 |
| | 14 |
| | — |
| | 883 |
| | — |
| | 901 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 1 |
| | $ | 12 |
| | $ | 1 |
| | $ | 721 |
| | $ | — |
| | $ | 735 |
|
For the Year Ended December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Net cash provided by (used in) operating activities | $ | 110 |
| | $ | (89 | ) | | $ | 97 |
| | $ | 2,697 |
| | $ | (167 | ) | | $ | 2,648 |
|
| | | | | | | | | | | | |
| Investing activities | | | | | | | | | | | |
| Property and equipment additions | — |
| | (49 | ) | | (81 | ) | | (67 | ) | | — |
| | (197 | ) |
| Proceeds received on asset sales | — |
| | 1 |
| | — |
| | 7 |
| | — |
| | 8 |
|
| Net assets acquired (net of cash acquired) | — |
| | (1 | ) | | (5 | ) | | (15 | ) | | — |
| | (21 | ) |
| Intercompany loan receipts (advances) | — |
| | — |
| | — |
| | (264 | ) | | 264 |
| | — |
|
| Other, net | 100 |
| | 110 |
| | 110 |
| | 5 |
| | (320 | ) | | 5 |
|
| Net cash provided by (used in) investing activities exclusive of vehicle programs | 100 |
| | 61 |
| | 24 |
| | (334 | ) | | (56 | ) | | (205 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Investment in vehicles | — |
| | (1 | ) | | — |
| | (11,537 | ) | | — |
| | (11,538 | ) |
| Proceeds received on disposition of vehicles | — |
| | 46 |
| | — |
| | 9,554 |
| | — |
| | 9,600 |
|
| Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC- related party | — |
| | — |
| | — |
| | (61 | ) | | — |
| | (61 | ) |
| | — |
| | 45 |
| | — |
| | (2,044 | ) | | — |
| | (1,999 | ) |
| Net cash provided by (used in) investing activities | 100 |
| | 106 |
| | 24 |
| | (2,378 | ) | | (56 | ) | | (2,204 | ) |
| | | | | | | | | | | | |
| Financing activities | | | | | | | | | | | |
| Proceeds from long-term borrowings | — |
| | 325 |
| | — |
| | 264 |
| | — |
| | 589 |
|
| Payments on long-term borrowings | — |
| | (406 | ) | | (2 | ) | | (194 | ) | | — |
| | (602 | ) |
| Net change in short-term borrowings | — |
| | — |
| | — |
| | (4 | ) | | — |
| | (4 | ) |
| Debt financing fees | — |
| | (5 | ) | | — |
| | (4 | ) | | — |
| | (9 | ) |
| Repurchases of common stock | (210 | ) | | — |
| | — |
| | — |
| | — |
| | (210 | ) |
| Intercompany loan borrowings (payments) | — |
| | 264 |
| | — |
| | — |
| | (264 | ) | | — |
|
| Other, net | 1 |
| | (192 | ) | | (110 | ) | | (185 | ) | | 487 |
| | 1 |
|
| Net cash provided by (used in) financing activities exclusive of vehicle programs | (209 | ) | | (14 | ) | | (112 | ) | | (123 | ) | | 223 |
| | (235 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Proceeds from borrowings | — |
| | — |
| | — |
| | 17,212 |
| | — |
| | 17,212 |
|
| Payments on borrowings | — |
| | (1 | ) | | (9 | ) | | (17,259 | ) | | — |
| | (17,269 | ) |
| Debt financing fees | — |
| | — |
| | — |
| | (16 | ) | | — |
| | (16 | ) |
| | — |
| | (1 | ) | | (9 | ) | | (63 | ) | | — |
| | (73 | ) |
| Net cash provided by (used in) financing activities | (209 | ) | | (15 | ) | | (121 | ) | | (186 | ) | | 223 |
| | (308 | ) |
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | — |
| | — |
| | — |
| | 45 |
| | — |
| | 45 |
|
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | 1 |
| | 2 |
| | — |
| | 178 |
| | — |
| | 181 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 3 |
| | 12 |
| | — |
| | 705 |
| | — |
| | 720 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 4 |
| | $ | 14 |
| | $ | — |
| | $ | 883 |
| | $ | — |
| | $ | 901 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Net cash provided by (used in) operating activities | $ | 110 |
| | $ | (89 | ) | | $ | 97 |
| | $ | 2,697 |
| | $ | (167 | ) | | $ | 2,648 |
|
| | | | | | | | | | | | |
| Investing activities | | | | | | | | | | | |
| Property and equipment additions | — |
| | (49 | ) | | (81 | ) | | (67 | ) | | — |
| | (197 | ) |
| Proceeds received on asset sales | — |
| | 1 |
| | — |
| | 7 |
| | — |
| | 8 |
|
| Net assets acquired (net of cash acquired) | — |
| | (1 | ) | | (5 | ) | | (15 | ) | | — |
| | (21 | ) |
| Intercompany loan receipts (advances) | — |
| | — |
| | — |
| | (264 | ) | | 264 |
| | — |
|
| Other, net | 100 |
| | 110 |
| | 110 |
| | 5 |
| | (320 | ) | | 5 |
|
| Net cash provided by (used in) investing activities exclusive of vehicle programs | 100 |
| | 61 |
| | 24 |
| | (334 | ) | | (56 | ) | | (205 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Investment in vehicles | — |
| | (1 | ) | | — |
| | (11,537 | ) | | — |
| | (11,538 | ) |
| Proceeds received on disposition of vehicles | — |
| | 46 |
| | — |
| | 9,554 |
| | — |
| | 9,600 |
|
| Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC — related party | — |
| | — |
| | — |
| | (61 | ) | | — |
| | (61 | ) |
| | — |
| | 45 |
| | — |
| | (2,044 | ) | | — |
| | (1,999 | ) |
| Net cash provided by (used in) investing activities | 100 |
| | 106 |
| | 24 |
| | (2,378 | ) | | (56 | ) | | (2,204 | ) |
| | | | | | | | | | | | |
| Financing activities | | | | | | | | | | | |
| Proceeds from long-term borrowings | — |
| | 325 |
| | — |
| | 264 |
| | — |
| | 589 |
|
| Payments on long-term borrowings | — |
| | (406 | ) | | (2 | ) | | (194 | ) | | — |
| | (602 | ) |
| Net change in short-term borrowings | — |
| | — |
| | — |
| | (4 | ) | | — |
| | (4 | ) |
| Debt financing fees | — |
| | (5 | ) | | — |
| | (4 | ) | | — |
| | (9 | ) |
| Repurchases of common stock | (210 | ) | | — |
| | — |
| | — |
| | — |
| | (210 | ) |
| Intercompany loan borrowings (payments) | — |
| | 264 |
| | — |
| | — |
| | (264 | ) | | — |
|
| Other, net | 1 |
| | (192 | ) | | (110 | ) | | (185 | ) | | 487 |
| | 1 |
|
| Net cash provided by (used in) financing activities exclusive of vehicle programs | (209 | ) | | (14 | ) | | (112 | ) | | (123 | ) | | 223 |
| | (235 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Proceeds from borrowings | — |
| | — |
| | — |
| | 17,212 |
| | — |
| | 17,212 |
|
| Payments on borrowings | — |
| | (1 | ) | | (9 | ) | | (17,259 | ) | | — |
| | (17,269 | ) |
| Debt financing fees | — |
| | — |
| | — |
| | (16 | ) | | — |
| | (16 | ) |
| | — |
| | (1 | ) | | (9 | ) | | (63 | ) | | — |
| | (73 | ) |
| Net cash provided by (used in) financing activities | (209 | ) | | (15 | ) | | (121 | ) | | (186 | ) | | 223 |
| | (308 | ) |
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | — |
| | — |
| | — |
| | 45 |
| | — |
| | 45 |
|
| Net increase in cash and cash equivalents, program and restricted cash | 1 |
| | 2 |
| | — |
| | 178 |
| | — |
| | 181 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 3 |
| | 12 |
| | — |
| | 705 |
| | — |
| | 720 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 4 |
| | $ | 14 |
| | $ | — |
| | $ | 883 |
| | $ | — |
| | $ | 901 |
|
For the Year Ended December 31, 201622. Selected Quarterly Financial Data—(unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Net cash provided by (used in) operating activities | $ | 279 |
| | $ | (10 | ) | | $ | 80 |
| | $ | 2,633 |
| | $ | (342 | ) | | $ | 2,640 |
|
| | | | | | | | | | | | |
| Investing activities | | | | | | | | | | | |
| Property and equipment additions | — |
| | (32 | ) | | (89 | ) | | (69 | ) | | — |
| | (190 | ) |
| Proceeds received on asset sales | — |
| | 7 |
| | 4 |
| | 8 |
| | — |
| | 19 |
|
| Net assets acquired (net of cash acquired) | — |
| | — |
| | (4 | ) | | (51 | ) | | — |
| | (55 | ) |
| Intercompany loan receipts (advances) | — |
| | — |
| | 28 |
| | (316 | ) | | 288 |
| | — |
|
| Other, net | 118 |
| | (1 | ) | | — |
| | 2 |
| | (118 | ) | | 1 |
|
| Net cash provided by (used in) investing activities exclusive of vehicle programs | 118 |
| | (26 | ) | | (61 | ) | | (426 | ) | | 170 |
| | (225 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Investment in vehicles | — |
| | (9 | ) | | (4 | ) | | (12,448 | ) | | — |
| | (12,461 | ) |
| Proceeds received on disposition of vehicles | — |
| | 31 |
| | — |
| | 10,473 |
| | — |
| | 10,504 |
|
| | — |
| | 22 |
| | (4 | ) | | (1,975 | ) | | — |
| | (1,957 | ) |
| Net cash provided by (used in) investing activities | 118 |
| | (4 | ) | | (65 | ) | | (2,401 | ) | | 170 |
| | (2,182 | ) |
| | | | | | | | | | | | |
| Financing activities | | | | | | | | | | | |
| Proceeds from long-term borrowings | — |
| | 557 |
| | — |
| | 337 |
| | — |
| | 894 |
|
| Payments on long-term borrowings | — |
| | (525 | ) | | (5 | ) | | (317 | ) | | — |
| | (847 | ) |
| Net change in short-term borrowings | — |
| | — |
| | — |
| | 4 |
| | — |
| | 4 |
|
| Debt financing fees | — |
| | (15 | ) | | — |
| | (5 | ) | | — |
| | (20 | ) |
| Repurchases of common stock | (398 | ) | | — |
| | — |
| | — |
| | — |
| | (398 | ) |
| Intercompany loan borrowings (payments) | — |
| | 316 |
| | — |
| | (28 | ) | | (288 | ) | | — |
|
| Other, net | — |
| | (385 | ) | | — |
| | (75 | ) | | 460 |
| | — |
|
| Net cash provided by (used in) financing activities exclusive of vehicle programs | (398 | ) | | (52 | ) | | (5 | ) | | (84 | ) | | 172 |
| | (367 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Proceeds from borrowings | — |
| | 8 |
| | — |
| | 15,761 |
| | — |
| | 15,769 |
|
| Payments on borrowings | — |
| | — |
| | (9 | ) | | (15,817 | ) | | — |
| | (15,826 | ) |
| Debt financing fees | — |
| | — |
| | (1 | ) | | (24 | ) | | — |
| | (25 | ) |
| | — |
| | 8 |
| | (10 | ) | | (80 | ) | | — |
| | (82 | ) |
| Net cash provided by (used in) financing activities | (398 | ) | | (44 | ) | | (15 | ) | | (164 | ) | | 172 |
| | (449 | ) |
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | — |
| | — |
| | — |
| | (6 | ) | | — |
| | (6 | ) |
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | (1 | ) | | (58 | ) | | — |
| | 62 |
| | — |
| | 3 |
|
| Cash and cash equivalents, program and restricted cash, beginning of period | 4 |
| | 70 |
| | — |
| | 643 |
| | — |
| | 717 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 3 |
| | $ | 12 |
| | $ | — |
| | $ | 705 |
| | $ | — |
| | $ | 720 |
|
For the Year Ended December 31, 2015
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | Subsidiary Issuers | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| Net cash provided by (used in) operating activities | $ | 103 |
| | $ | 249 |
| | $ | 146 |
| | $ | 2,204 |
| | $ | (75 | ) | | $ | 2,627 |
|
| | | | | | | | | | | | |
| Investing activities | | | | | | | | | | | |
| Property and equipment additions | — |
| | (26 | ) | | (98 | ) | | (75 | ) | | — |
| | (199 | ) |
| Proceeds received on asset sales | — |
| | 7 |
| | 1 |
| | 7 |
| | — |
| | 15 |
|
| Net assets acquired (net of cash acquired) | — |
| | (8 | ) | | (9 | ) | | (239 | ) | | — |
| | (256 | ) |
| Intercompany loan receipts (advances) | — |
| | (30 | ) | | (96 | ) | | — |
| | 126 |
| | — |
|
| Other, net | 334 |
| | (127 | ) | | 1 |
| | 5 |
| | (210 | ) | | 3 |
|
| Net cash provided by (used in) investing activities exclusive of vehicle programs | 334 |
| | (184 | ) | | (201 | ) | | (302 | ) | | (84 | ) | | (437 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Investment in vehicles | — |
| | (1 | ) | | (2 | ) | | (11,925 | ) | | — |
| | (11,928 | ) |
| Proceeds received on disposition of vehicles | — |
| | 19 |
| | — |
| | 9,661 |
| | — |
| | 9,680 |
|
| | — |
| | 18 |
| | (2 | ) | | (2,264 | ) | | — |
| | (2,248 | ) |
| Net cash provided by (used in) investing activities | 334 |
| | (166 | ) | | (203 | ) | | (2,566 | ) | | (84 | ) | | (2,685 | ) |
| | | | | | | | | | | | |
| Financing activities | | | | | | | | | | | |
| Proceeds from long-term borrowings | — |
| | 375 |
| | — |
| | 2 |
| | — |
| | 377 |
|
| Payments on long-term borrowings | — |
| | (256 | ) | | (4 | ) | | (41 | ) | | — |
| | (301 | ) |
| Net change in short-term borrowings | — |
| | — |
| | — |
| | (22 | ) | | — |
| | (22 | ) |
| Debt financing fees | — |
| | (7 | ) | | — |
| | — |
| | — |
| | (7 | ) |
| Repurchases of common stock | (436 | ) | | — |
| | — |
| | — |
| | — |
| | (436 | ) |
| Intercompany loan borrowings (payments) | — |
| | — |
| | — |
| | 126 |
| | (126 | ) | | — |
|
| Other, net | 1 |
| | (335 | ) | | 70 |
| | (28 | ) | | 285 |
| | (7 | ) |
| Net cash provided by (used in) financing activities exclusive of vehicle programs | (435 | ) | | (223 | ) | | 66 |
| | 37 |
| | 159 |
| | (396 | ) |
| | | | | | | | | | | | |
| Vehicle programs: | | | | | | | | | | | |
| Proceeds from borrowings | — |
| | — |
| | — |
| | 14,138 |
| | — |
| | 14,138 |
|
| Payments on borrowings | — |
| | — |
| | (9 | ) | | (13,639 | ) | | — |
| | (13,648 | ) |
| Debt financing fees | — |
| | — |
| | — |
| | (22 | ) | | — |
| | (22 | ) |
| | — |
| | — |
| | (9 | ) | | 477 |
| | — |
| | 468 |
|
| Net cash provided by (used in) financing activities | (435 | ) | | (223 | ) | | 57 |
| | 514 |
| | 159 |
| | 72 |
|
| Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash | — |
| | — |
| | — |
| | (50 | ) | | — |
| | (50 | ) |
| Net increase (decrease) in cash and cash equivalents, program and restricted cash | 2 |
| | (140 | ) | | — |
| | 102 |
| | — |
| | (36 | ) |
| Cash and cash equivalents, program and restricted cash, beginning of period | 2 |
| | 210 |
| | — |
| | 541 |
| | — |
| | 753 |
|
| Cash and cash equivalents, program and restricted cash, end of period | $ | 4 |
| | $ | 70 |
| | $ | — |
| | $ | 643 |
| | $ | — |
| | $ | 717 |
|
| |
21. | Selected Quarterly Financial Data—(unaudited) |
Provided below are selected unaudited quarterly financial data for 20172019 and 2016.2018.
The earnings per share information is calculated independently for each quarter based on the weighted average number of common stock and common stock equivalents outstanding, which may fluctuate, based on quarterly income levels and market prices. Therefore and due to the seasonality of the Company’s earnings, the sum of the quarters’ per share information may not equal the annual amount presented on the Consolidated Statements of Operations.
| | | | | 2017 | | 2019 |
| | | First | | Second | | Third | | Fourth (a) | | First | | Second | | Third | | Fourth |
| Net revenues | $ | 1,839 |
| | $ | 2,238 |
| | $ | 2,752 |
| | $ | 2,019 |
| |
| Revenues | | Revenues | $ | 1,920 |
| | $ | 2,337 |
| | $ | 2,753 |
| | $ | 2,162 |
|
| Net income (loss) | Net income (loss) | (107 | ) | | 3 |
| | 245 |
| | 220 |
| Net income (loss) | (91 | ) | | 62 |
| | 189 |
| | 142 |
|
| | | | | | | | | | | | | | | | | |
| Per share information: | Per share information: | | | | | | | | Per share information: | | | | | | | |
| | Basic | | | | | | | | Basic | | | | | | | |
| | | Net income (loss) | $ | (1.25 | ) | | $ | 0.04 |
| | $ | 2.96 |
| | $ | 2.70 |
| | Net income (loss) | $ | (1.20 | ) | | $ | 0.81 |
| | $ | 2.52 |
| | $ | 1.92 |
|
| | | Weighted average shares | 85.7 |
| | 84.0 |
| | 82.6 |
| | 81.3 |
| | Weighted average shares | 75.8 |
| | 76.0 |
| | 75.2 |
| | 73.9 |
|
| | | | | | | | | | | | | | | | | |
| | Diluted | | | | | | | | Diluted | | | | | | | |
| | | Net income (loss) | $ | (1.25 | ) | | $ | 0.04 |
| | $ | 2.91 |
| | $ | 2.65 |
| | Net income (loss) | $ | (1.20 | ) | | $ | 0.81 |
| | $ | 2.50 |
| | $ | 1.90 |
|
| | | Weighted average shares | 85.7 |
| | 85.2 |
| | 84.0 |
| | 82.7 |
| | Weighted average shares | 75.8 |
| | 76.4 |
| | 75.7 |
| | 74.4 |
|
|
| | | | | | | | | | | | | | | | | |
| | | | 2018 |
| | | | First | | Second | | Third (a) | | Fourth |
| Revenues | $ | 1,968 |
| | $ | 2,328 |
| | $ | 2,778 |
| | $ | 2,050 |
|
| Net income (loss) | (87 | ) | | 26 |
| | 213 |
| | 13 |
|
| | | | | | | | | | |
| Per share information: | | | | | | | |
| | Basic | | | | | | | |
| | | Net income (loss) | $ | (1.08 | ) | | $ | 0.33 |
| | $ | 2.71 |
| | $ | 0.16 |
|
| | | Weighted average shares | 81.0 |
| | 80.7 |
| | 78.8 |
| | 76.9 |
|
| | | | | | | | | | |
| | Diluted | | | | | | | |
| | | Net income (loss) | $ | (1.08 | ) | | $ | 0.32 |
| | $ | 2.68 |
| | $ | 0.16 |
|
| | | Weighted average shares | 81.0 |
| | 81.5 |
| | 79.5 |
| | 77.6 |
|
|
| | | | | | | | | | | | | | | | | |
| | | | 2016 |
| | | | First | | Second | | Third | | Fourth |
| Net revenues | $ | 1,881 |
| | $ | 2,243 |
| | $ | 2,656 |
| | $ | 1,879 |
|
| Net income (loss) | (51 | ) | | 36 |
| | 209 |
| | (31 | ) |
| | | | | | | | | | |
| Per share information: | | | | | | | |
| | Basic | | | | | | | |
| | | Net income (loss) | $ | (0.53 | ) | | $ | 0.39 |
| | $ | 2.32 |
| | $ | (0.35 | ) |
| | | Weighted average shares | 96.3 |
| | 93.9 |
| | 90.4 |
| | 87.4 |
|
| | | | | | | | | | |
| | Diluted | | | | | | | |
| | | Net income (loss) | $ | (0.53 | ) | | $ | 0.38 |
| | $ | 2.28 |
| | $ | (0.35 | ) |
| | | Weighted average shares | 96.3 |
| | 95.1 |
| | 91.8 |
| | 87.4 |
|
__________
| |
(a) | Net income for fourththe third quarter 2017 includes provisional amounts for the Tax Act2018 included additional tax expense of (i) a tax benefit of $317$30 million resulting from the remeasurement of net deferred income tax liabilities as a resultcompletion of the reduced corporate tax rate and (ii) a tax provisionaccounting for the effects of $104 millionthe Tax Act for the one-time transition tax on the deemed repatriation of cumulative foreign subsidiary earnings. This estimate will be finalized in a subsequent measurement period during 2018. |
23. Subsequent Events
In January 2020, the Company’s Avis Budget Rental Car Funding subsidiary issued approximately $700 million in asset-backed notes with an expected final payment date of August 2025 incurring interest at a weighted average rate of 2.42%.
On January 14, 2018, the Company’s Board of Directors authorized the adoption of27, 2020, a short-term stockholder rights plan was adopted, which expires on January 13, 2019.26, 2021. Pursuant to the rights plan, the Company declared a dividend of one preferredcommon share purchase right for each outstanding share of common stock, payable to holders of record as of the close of business on January 26, 2018.February 7, 2020. Each right, which is exercisable only in the event any person or group acquires a voting or economic position of 15%20% or more of the Company’s outstanding common stock (with certain limited exceptions), would entitle any holder other than the person or group whose ownership position has exceeded the ownership limit to purchase common stock having a value equal to twice the $100$110 exercise price of the right, or, at the election of the Board of Directors, to exchange each right for one share of common stock (subject to adjustment).
In February 2018,2020, the Company amended the terms of its Floating Rate Term Loan due 2022 and2025 to extend its Senior revolving credit facility maturing 2021. The Company extended its Floating Rate Term Loan maturity term to 20252027 and to reduce its interest to one-month LIBOR plus 1.75%. The Company increased its outstanding borrowing to $1.2 billion and will use the additional proceeds from the offering to redeem $100 million of its outstanding 5½% Senior revolving credit facility maturity toNotes due 2023.
On February 10, 2020, the Company announced it had appointed a new Chairman of the Board of Directors and in connection with this appointment, the new Chairman purchased an aggregate $15 million of unregistered shares of the Company’s common stock at a price per share equal to the closing price of the Company’s common stock on February 7, 2020.
*****
Schedule II – Valuation and Qualifying Accounts
(in millions)
|
| | | | | | | | | | | | | | | | | | | | |
| Description | | Balance at Beginning of Period | | Expensed | | Other Adjustments | | Deductions | | Balance at End of Period |
| Allowance for Doubtful Accounts: | | | | | | | | | | |
| Year Ended December 31, | | | | | | | | | | |
2017 (a) | | $ | 38 |
| | $ | 29 |
| | $ | 3 |
| | $ | (34 | ) | | $ | 36 |
|
2016 (a) | | 34 |
| | 27 |
| | (2 | ) | | (21 | ) | | 38 |
|
2015 (a) | | 34 |
| | 24 |
| | (3 | ) | | (21 | ) | | 34 |
|
| | | | | | | | | | | |
| Tax Valuation Allowance: | | | | | | | | | | |
| Year Ended December 31, | | | | | | | | | | |
2017 (a) | | $ | 357 |
| | $ | — |
| | $ | 13 |
| | $ | (39 | ) | | $ | 331 |
|
2016 (a) | | 351 |
| | 17 |
| | 3 |
| | (14 | ) | | 357 |
|
2015 (a)(b) | | 319 |
| | 20 |
| | 12 |
| | — |
| | 351 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| Description | | Balance at Beginning of Period | | Expense (Benefit) | | Other Adjustments(a) | | Deductions | | Balance at End of Period |
| Allowance for Doubtful Accounts: | | | | | | | | | | |
| Year Ended December 31, | | | | | | | | | | |
| 2019 | | $ | 39 |
| | $ | 41 |
| | $ | — |
| | $ | (28 | ) | | $ | 52 |
|
| 2018 | | 36 |
| | 34 |
| | (2 | ) | | (29 | ) | | 39 |
|
| 2017 | | 38 |
| | 29 |
| | 3 |
| | (34 | ) | | 36 |
|
| | | | | | | | | | | |
| Tax Valuation Allowance: | | | | | | | | | | |
| Year Ended December 31, | | | | | | | | | | |
| 2019 | | $ | 311 |
| | $ | (95 | ) | | $ | (2 | ) | | $ | — |
| | $ | 214 |
|
| 2018 | | 331 |
| | (3 | ) | | (17 | ) | | — |
| | 311 |
|
| 2017 | | 357 |
| | — |
| | 13 |
| | (39 | ) | | 331 |
|
__________
| |
(a) | Other adjustments relate to currency translation adjustments. |
| |
| Other adjustments relate to the acquisition of Brazil. |
|
| | |
| EXHIBIT NO. | | DESCRIPTION |
| 2.1 | | |
| 2.2 | | |
| 3.1 | | |
| 3.2 | | |
3.3 | | |
3.4 | | |
3.5 | | |
| 4.1 | | |
| 4.1(a) | | Supplemental Indenture, dated as of June 21, 2013, to the Indenture, dated as of April 3, 2013, by and among Avis Budget Finance plc, as Issuer, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.12(b) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No.
333-189524, dated June 21, 2013). |
| 4.2 | | |
| 4.3 | | |
4.4 | | |
4.5 | | |
4.64.4 | | |
4.74.5 | | |
4.84.6 | | |
4.94.7 | | |
4.104.8 | | Indenture dated as of March 8, 2017 among Avis Budget Finance, plc, as Issuer, the Guarantors from time to time parties hereto, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Paying Agent and Deutsche Bank Luxembourg S.A., as Registrar (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, dated May 4, 2017). |
4.114.9 | | |
| 4.10 | | Indenture dated as of October 4, 2018 among Avis Budget Finance, plc, as Issuer, the Guarantors from time to time parties thereto, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Paying Agent and Deutsche Bank Luxembourg S.A., as Registrar (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 dated November 6, 2018). |
| 4.11 | | |
| 4.12 | | |
| 4.13 | | |
| 4.14 | | Rights Agreement, dated as of January 23, 2017,27, 2020, between Avis Budget Group, Inc. and Computershare Trust Company, N.A.Inc., as Rights AgentAgent. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 23, 2017)28, 2020). |
|
| | |
4.134.15 | | Amendment No. 1, dated May 3, 2017, to the Rights Agreement, dated asDescription of January 23, 2017, between Avis Budget Group, Inc. and Computershare Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated J May 3, 2017). |
4.14 | | |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
10.3 | | |
| 10.4 | | |
| 10.5 | | |
| 10.5(a) | | |
| 10.6 | | |
| 10.7 | | |
10.610.7(a) | | |
| 10.8 | | |
| 10.9 | | |
| 10.10 | | |
| 10.11 | | |
10.710.12 | | |
10.8 | | |
10.910.13 | | |
10.9(a)10.13(a) | | |
10.9(b)10.13(b) | | |
10.9(c)10.13(c) | | |
10.1010.14 | | |
10.1110.15 | | |
10.11(a)10.15(a) | | |
10.12 |
| | |
| 10.16 | | |
10.1310.17 | | |
10.14 | | |
10.1510.18 | | |
10.1610.19 | | |
10.1710.20 | | |
10.1810.21 | | |
|
| | |
10.1910.22 | | |
10.2010.23 | | |
10.2110.24 | | |
10.22 | | |
10.23 | | |
10.24 | | |
| 10.25 | | |
10.26 | | |
10.2710.26 | | |
10.28 | | |
10.29 | | |
10.29(a)10.26(a) | | |
10.3010.27 | | |
10.30(a) | | |
10.31 | | |
10.32 | | |
10.33 | | |
10.34 | | |
10.35 | | |
10.35(a)10.27(a) | | Supplemental Indenture No. 1, dated as of December 23, 2005, among Cendant Rental Car Funding (AESOP) LLC***, as Issuer, and The Bank of New York, as Trustee, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 20, 2006). |
|
| | |
10.35(b)10.27(b) | | Supplemental Indenture No. 2, dated as of May 9, 2007, among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, and The Bank of New York Trust Company, N.A. (as successor in interest to The Bank of New York), as Trustee, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007). |
10.35(c)10.27(c) | | Supplemental Indenture No. 3, dated as of August 16, 2013, among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, and The Bank of New York Trust Company, N.A. (as successor in interest to The Bank of New York), as Trustee, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.35(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014). |
10.3610.28 | | Second Amended and Restated Loan Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Borrower, Quartx Fleet Management, Inc., as a Permitted Nominee, PV Holding Corp., as a Permitted Nominee, and Cendant Rental Car Funding (AESOP) LLC***, as Lender (Incorporated by reference to Exhibit
10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, dated August 2, 2004). |
10.36(a)10.28(a) | | First Amendment, dated as of December 23, 2005, among AESOP Leasing L.P., as Borrower, Quartx Fleet Management, Inc., as a Permitted Nominee, PV Holding Corp., as a Permitted Nominee, and Cendant Rental Car Funding (AESOP) LLC***, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 20, 2006). |
10.36(b)10.28(b) | | Second Amendment, dated as of May 9, 2007, among AESOP Leasing L.P., as Borrower, PV Holding Corp., as a Permitted Nominee, Quartx Fleet Management, Inc., as a Permitted Nominee, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007). |
10.36(c) |
| | |
| 10.28(c) | | Third Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Borrower, PV Holding Corp., as a Permitted Nominee, Quartx Fleet Management, Inc., as a Permitted Nominee, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.36(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014). |
10.3710.29 | | |
10.37(a)10.29(a) | | First Amendment, dated as of December 23, 2005, among AESOP Leasing L.P., as Borrower, and Cendant Rental Car Funding (AESOP) LLC***, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.29(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007). |
10.37(b)10.29(b) | | Second Amendment, dated as of the May 9, 2007, among AESOP Leasing L.P., as Borrower, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007). |
10.37(c)10.29(c) | | Third Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Borrower, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.37(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014). |
10.3810.30 | | Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Lessor, and Cendant Car Rental Group, Inc.**, as Lessee and as Administrator (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, dated August 2, 2004). |
10.38(a)10.30(a) | | First Amendment, dated December 23, 2005, among AESOP Leasing L.P., as Lessor, and Cendant Car Rental Group, Inc.**, as Lessee and as Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of December 23, 2005 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 20, 2006). |
10.38(b)10.30(b) | | Third Amendment, dated as of May 9, 2007, among AESOP Leasing L.P., as Lessor and Avis Budget Car Rental, LLC, as Lessee and as the Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007). |
10.38(c)10.30(c) | | Fourth Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Lessor and Avis Budget Car Rental, LLC, as Lessee and as the Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.38(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014). |
10.3910.31 | | Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Lessor, Cendant Car Rental Group, Inc.**, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, Inc.****, as Lessee, and Budget Rent A Car System, Inc., as Lessee (Incorporated by reference to Exhibit 10.30(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007). |
|
| | |
10.39(a)10.31(a) | | First Amendment, dated as of December 23, 2005, among AESOP Leasing L.P., as Lessor, Cendant Car Rental Group, Inc.**, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, Inc.****, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.30(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007). |
10.39(b)10.31(b) | | Third Amendment, dated as of May 9, 2007, among AESOP Leasing L.P., as Lessor, Avis Budget Car Rental, LLC, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, LLC, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007). |
10.39(c)10.31(c) | | Fourth Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Lessor, Avis Budget Car Rental, LLC, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, LLC, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.39(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014). |
10.4010.32 | | |
10.4110.33 | | Second Amended and Restated Administration Agreement, dated as of June 3, 2004, among Cendant Rental Car Funding (AESOP) LLC***, AESOP Leasing L.P., AESOP Leasing Corp. II, Avis Rent A Car System, Inc.****, Budget Rent A Car System, Inc., Cendant Car Rental Group, Inc.** and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, dated March 1, 2006). |
10.41(a) |
| | |
| 10.33(a) | | First Amendment, dated as of August 16, 2013, among Avis Budget Rental Car Funding (AESOP) LLC, AESOP Leasing L.P., AESOP Leasing Corp. II, Avis Rent A Car System, LLC, Budget Rent A Car System, Inc. and Avis Budget Car Rental, LLC, as Administrator, to the Second Amended and Restated Administration Agreement dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.41(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014). |
10.4210.34 | | |
10.43 | | Amended and Restated Series 2012-32015-3 Supplement, dated as of September 9, 2013,August 16, 2018, between Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the Funding Agents and APA Banks named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2012-32015-3 Agent (Incorporated by reference to Exhibit 10.810.43 to the Company’s QuarterlyAnnual Report on Form 10- Q10-K for the periodyear ended September 30, 2013,December 31, 2018 dated November 1, 2013)February 21, 2019). |
10.4410.35 | | Third Amended and Restated Series 2013-12010-6 Supplement, dated as of September 9, 2013, betweenAugust 16, 2018, by and among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the Funding Agents and APA Banks named therein and The Bank of New York Mellon Trust Company, N.A., as trusteeTrustee and as Series 2013-12010-6 Agent (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10- Q for the period ended September 30, 2013, dated November 1, 2013). |
10.45 | | |
10.4610.36 | | |
10.47 | | |
10.4810.37 | | |
10.4910.38 | | |
10.5010.39 | | |
10.5110.40 | | |
10.5210.41 | | |
|
| | |
10.5310.42 | | |
10.5410.43 | | |
| 10.44 | | Series 2018-2 Supplement, dated as of October 7, 2016, among25, 2018, between Avis Budget Holdings,Rental Car Funding (AESOP) LLC Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the Subsidiary Borrowers from time to time parties there, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan ChaseThe Bank of New York Mellon Trust Company, N.A., as Administrativetrustee and as Series 2018-2 Agent Deutsche Bank Securities Inc., as Syndication Agent, Citibank, N.A., Bank of America, N.A., Barclays Bank plc and Credit Agricole Corporate and Investment Bank, as Co-Documentation Agents Incorporated(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 12, 2016)30, 2018). |
10.5510.45 | | |
| 10.46 | | |
| 10.47 | | |
| 10.48 | | |
|
| | |
| 10.49 | | Fifth Amended and Restated Credit Agreement dated as of October 7, 2016,February 13, 2018, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the Subsidiary Borrowers from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, Citibank, N.A., Bank of America, N.A., Barclays Bank plc and Credit Agricole Corporate and Investment Bank, as Co-Documentation Agents Incorporated(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 9, 2017)February 16, 2018). |
10.5610.50 | | Second Amendment dated August 23, 2017, to the Fourth Amended and Restated Credit Agreement dated as of October 7, 2016, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the Subsidiary Borrowers from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, Citibank, N.A., Bank of America, N.A., Barclays Bank plc and Credit Agricole Corporate and Investment Bank, as Co-Documentation Agents Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 24, 2017). |
10.57 | | |
10.57(a)10.50(a) | | Amendment dated as of March 4, 2013, to the Amended and Restated Credit Agreement and the Amended and Restated Guarantee & Collateral Agreement, each dated as of May 3, 2011, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC and certain of its Subsidiaries, JPMorgan Chase Bank, N.A., as Administrative Agent and certain other signatories thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 5, 2013). |
10.57(b)10.50(b) | | Second Amendment to the Amended and Restated Guarantee & Collateral Agreement, dated as of October 3, 2014, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC and certain of its Subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 6, 2014). |
10.5810.51 | | |
10.59 | | |
10.60 | | Agreement of Resignation, Appointment And Acceptance, dated as of September 5, 2013, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., The Bank of Nova Scotia Trust Company of New York, as the retiring trustee, and Deutsche Bank Trust Company Americas, as the successor trustee under the indentures described therein (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013). |
10.6110.52 | | |
10.62 | | Purchase Agreement, dated as of November 6, 2014, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. as issuers, Avis Budget Group, Inc. and certain of its subsidiaries as guarantors, and Credit Agricole Securities (USA) Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.73 to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration Number 333-201102-19, dated December 19, 2014). |
10.63 | | Registration Rights Agreement, dated November 14, 2014, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., the guarantors parties thereto and Credit Agricole Securities (USA) Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.74 to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration Number 333-201102-19, dated December 19, 2014). |
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10.64 | | Purchase Agreement, dated as of March 4, 2015, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. as issuers, Avis Budget Group, Inc. and certain of its subsidiaries as guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2015). |
10.65 | | |
10.66 | | Amended and Restated Framework Agreement dated May 21, 2014 among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, Deutsche Bank AG, London Branch, Caceis Bank France, FCT CarFin, Eurotitrisation, the Senior Noteholders named therein and certain other entities named therein (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, dated August 5, 2014).†† |
10.67 | | Master Definitions Agreement dated March 5, 2013, among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate and Investment Bank, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, Deutsche Bank AG, London Branch, the Senior Noteholders named therein and certain other entities named therein (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, dated August 5, 2014).†† |
10.68 | | Fourth Master Amendment and Restatement Deed, by and among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate And Investment Bank, the Opcos, Servicers, Lessees and Fleetcos listed therein, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag, London Branch, the Senior Noteholders listed therein, Structured Finance Management (Ireland) Limited, CarFin Finance Holdings Limited, Intertrust (Netherlands) B.V. And Vistra B.V., Credit Agricole Corporate And Investment Bank, FCT CarFin, Caceis Bank France, Caceis Corporate Trust, Deutsche Bank Luxembourg S.A. and Fiserv Automotive Solutions, Inc., dated December 15, 2014 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 19, 2014).†† |
10.6910.53 | | Seventh Master Amendment and Restatement Deed, by and among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate And Investment Bank, the Opcos, Servicers, Lessees and Fleetcos listed therein, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag, London Branch, the Senior Noteholders and certain other entities named therein, dated January 22, 2016 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated April 21, 2016).†† |
10.7010.54 | | Ninth Master Amendment and Restatement Deed, by and among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate And Investment Bank, the Opcos, Servicers, Lessees and Fleetcos listed therein, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag, London Branch, the Senior Noteholders and certain other entities named therein, dated May 16, 2017 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 22, 2017).†† |
1210.55 | | Statement Re: Computation of Ratio of EarningsTenth Master Amendment and Restatement Deed, by and among CarFin Finance International, DAC, Credit Agricole Corporate and Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate and Investment Bank, the Opcos, Servicers, Lessees and FleetCos listed herein. Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag. London Branch, the Senior Noteholders and certain other entities named therein, dated May 30, 2018 (Incorporated by reference to Fixed Charges.Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 5, 2018).†† |
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| * | Cendant Corporation is now known as Avis Budget Group, Inc. |
| ** | Cendant Car Rental Group, LLC (formerly known as Cendant Car Rental Group, Inc.) is now known as Avis Budget Car Rental, LLC. |
| *** | Cendant Rental Car Funding (AESOP) LLC, formerly known as AESOP Funding II L.L.C, is now known as Avis Budget Rental Car Funding (AESOP) LLC. |
| **** | Avis Rent A Car System, Inc. is now known as Avis Rent A Car System, LLC. |
| ***** | Avis Group Holdings, Inc. is now known as Avis Group Holdings, LLC. |
| † | Denotes management contract or compensatory plan. |
| †† | Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission. |
