UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q



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

For the quarterly period ended ~~September 30, 2016~~March 31, 2017



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

For the transition period from _____ to _____

Commission File No. 001-10308

Avis Budget Group, Inc.

(Exact name of registrant as specified in its charter)



Delaware		06-0918165
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
6 Sylvan Way Parsippany, NJ		07054
(Address of principal executive offices)		(Zip Code)
	(973) 496-4700 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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). Yes x No 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 definitions of “large accelerated filer”, “accelerated filer”, ~~and~~ “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o
Smaller reporting company	o	Emerging growth company	o

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 Exchange Act). Yes o No x

The number of shares outstanding of the issuer’s common stock was ~~87,889,621~~84,234,701 shares as of ~~October 31, 2016~~April 30, 2017.

Table of Contents



		Page
PART I	Financial Information
Item 1.	Financial Statements
	Consolidated Condensed Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ (Unaudited)	3
	Consolidated Condensed Balance Sheets as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 (Unaudited)	4
	Consolidated Condensed Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ (Unaudited)	5
	Notes to Consolidated Condensed Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3229
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4337
Item 4.	Controls and Procedures	4337
PART II	Other Information
Item 1.	Legal Proceedings	4438
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4438
Item 6.	Exhibits	4438
	Signatures	4539

Table of Contents

FORWARD-LOOKING STATEMENTS

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

a change in travel demand, including changes in airline passenger traffic;

a change in our fleet costs as a result of a change in the cost of new vehicles, manufacturer recalls, disruption in the supply of new vehicles, and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;

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

any change in economic conditions generally, particularly during our peak season or in key market segments;

our ability to continue to achieve and maintain cost savings and successfully implement our business strategies;

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

an occurrence or threat of terrorism, pandemic disease, natural disasters, military conflict or civil unrest in the locations in which we operate;

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

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

our ability to accurately estimate our future results;

any major disruptions in our communication networks or information systems;

our exposure to uninsured or unpaid claims in excess of historical levels;

risks associated with litigation, governmental or regulatory inquiries, or any failure or inability to comply with laws, regulations or contractual obligations or any changes in laws, regulations or contractual obligations, including with respect to personally identifiable information and taxes;

any impact on us from the actions of our licensees, dealers and independent contractors;

any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business;

risks related to our indebtedness, including our substantial outstanding debt obligations and our ability to incur substantially more debt;

our ability to meet the financial and other covenants contained in the agreements governing our indebtedness;

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

risks related to completed or future acquisitions or investments that we may pursue, including any incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired businesses;

risks related to protecting the integrity of our information technology systems and the confidential information of our employees and customers against security breaches, including cyber-security breaches; and

other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services, including uncertainty and instability ~~in Europe~~ related to the potential withdrawal of countries from the European Union.

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”,~~Operations,” “Risk Factors” and other portions of our ~~2015~~2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February ~~24, 2016~~21, 2017 (the ~~“2015~~“2016 Form 10-K”), could cause actual results to differ materially from those projected in any forward-looking 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, we undertake no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

PART I — FINANCIAL INFORMATION


Item 1.	Financial Statements

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, except per share data)

(Unaudited)

Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015
Revenues
Vehicle rental $ 1,871
$ 1,832
$ 4,772
$ 4,684
Other 785
745
2,008
1,916
Net revenues 2,656
2,577
6,780
6,600

Expenses
Operating 1,219
1,202
3,381
3,279
Vehicle depreciation and lease charges, net 576
555
1,571
1,485
Selling, general and administrative 315
314
896
843
Vehicle interest, net 77
75
215
218
Non-vehicle related depreciation and amortization 63
56
189
161
Interest expense related to corporate debt, net:
Interest expense 51
49
157
146
Early extinguishment of debt —
—
10
23
Restructuring expense 6
6
26
10
Transaction-related costs, net 4
8
13
57
Total expenses 2,311
2,265
6,458
6,222

Income before income taxes 345
312
322
378
Provision for income taxes 136
128
128
60

Net income $ 209

$ 184
$ 194
$ 318

Comprehensive income $ 235
$ 150
$ 294
$ 198

Earnings per share
Basic $ 2.32
$ 1.80
$ 2.07
$ 3.04
Diluted $ 2.28
$ 1.77
$ 2.05
$ 3.00



		Three Months Ended March 31,
		2017			2016
Revenues
	Vehicle rental	$	1,286		$	1,328
	Other	553			553
Net revenues		1,839			1,881

Expenses
	Operating	1,049			1,040
	Vehicle depreciation and lease charges, net	504			463
	Selling, general and administrative	262			269
	Vehicle interest, net	64			65
	Non-vehicle related depreciation and amortization	63			61
	Interest expense related to corporate debt, net:
	Interest expense	49			50
	Early extinguishment of debt	3			—
	Restructuring expense	7			15
	Transaction-related costs, net	3			4
Total expenses		2,004			1,967

Loss before income taxes		(165		)	(86		)
Benefit from income taxes		(58		)	(35		)

Net loss		$	(107	)	$	(51	)

Comprehensive income (loss)		$	(79	)	$	19

Loss per share
	Basic	$	(1.25	)	$	(0.53	)
	Diluted	$	(1.25	)	$	(0.53	)

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except par value)

(Unaudited)


		September 30, 2016			December 31, 2015				March 31, 2017			December 31, 2016
Assets	Assets							Assets
Current assets:	Current assets:							Current assets:
	Cash and cash equivalents	$	985		$	452		Cash and cash equivalents	$	923		$	490
	Receivables, net	822			668			Receivables, net	718			808
	Other current assets	635			507			Other current assets	651			519
Total current assets	Total current assets	2,442			1,627			Total current assets	2,292			1,817

Property and equipment, net	Property and equipment, net	671			681			Property and equipment, net	684			685
Deferred income taxes	Deferred income taxes	1,443			1,488			Deferred income taxes	1,631			1,493
Goodwill	Goodwill	1,013			973			Goodwill	1,013			1,007
Other intangibles, net	Other intangibles, net	885			917			Other intangibles, net	859			870
Other non-current assets	Other non-current assets	224			232			Other non-current assets	195			193
Total assets exclusive of assets under vehicle programs	Total assets exclusive of assets under vehicle programs	6,678			5,918			Total assets exclusive of assets under vehicle programs	6,674			6,065

Assets under vehicle programs:	Assets under vehicle programs:							Assets under vehicle programs:
	Program cash	126			258			Program cash	142			225
	Vehicles, net	11,724			10,658			Vehicles, net	11,486			10,464
	Receivables from vehicle manufacturers and other	586			438			Receivables from vehicle manufacturers and other	281			527
	Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party	361			362			Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party	395			362
		12,797			11,716				12,304			11,578
Total assets	Total assets	$	19,475		$	17,634		Total assets	$	18,978		$	17,643

Liabilities and stockholders’ equity	Liabilities and stockholders’ equity							Liabilities and stockholders’ equity
Current liabilities:	Current liabilities:							Current liabilities:
	Accounts payable and other current liabilities	$	1,713		$	1,485		Accounts payable and other current liabilities	$	1,589		$	1,488
	Short-term debt and current portion of long-term debt	338			26			Short-term debt and current portion of long-term debt	474			279
Total current liabilities	Total current liabilities	2,051			1,511			Total current liabilities	2,063			1,767

Long-term debt	Long-term debt	3,528			3,435			Long-term debt	3,506			3,244
Other non-current liabilities	Other non-current liabilities	763			734			Other non-current liabilities	747			764
Total liabilities exclusive of liabilities under vehicle programs	Total liabilities exclusive of liabilities under vehicle programs	6,342			5,680			Total liabilities exclusive of liabilities under vehicle programs	6,316			5,775

Liabilities under vehicle programs:	Liabilities under vehicle programs:							Liabilities under vehicle programs:
	Debt	2,966			2,064			Debt	2,395			2,183
	Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party	7,134			6,796			Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party	7,106			6,695
	Deferred income taxes	2,370			2,367			Deferred income taxes	2,453			2,429
	Other	189			288			Other	567			340
		12,659			11,515				12,521			11,647
Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)							Commitments and contingencies (Note 10)

Stockholders’ equity:	Stockholders’ equity:							Stockholders’ equity:
	Preferred stock, $0.01 par value—authorized 10 shares; none issued and outstanding	—			—			Preferred stock, $0.01 par value—authorized 10 shares; none issued and outstanding, at each date	—			—
	Common stock, $0.01 par value—authorized 250 shares; issued 137 shares, at each date	1			1			Common stock, $0.01 par value—authorized 250 shares; issued 137 shares, at each date	1			1
	Additional paid-in capital	6,940			7,010			Additional paid-in capital	6,866			6,918
	Accumulated deficit	(1,608		)	(1,802		)	Accumulated deficit	(1,690		)	(1,639		)
	Accumulated other comprehensive loss	(47		)	(147		)	Accumulated other comprehensive loss	(126		)	(154		)
	Treasury stock, at cost—48 and 39 shares, respectively	(4,812		)	(4,623		)	Treasury stock, at cost—52 and 51 shares, respectively	(4,910		)	(4,905		)
Total stockholders’ equity	Total stockholders’ equity	474			439			Total stockholders’ equity	141			221
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	19,475		$	17,634		Total liabilities and stockholders’ equity	$	18,978		$	17,643

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


			Nine Months Ended September 30,								Three Months Ended March 31,
			2016			2015					2017			2016
Operating activities	Operating activities								Operating activities
Net income			$	194		$	318
Adjustments to reconcile net income to net cash provided by operating activities:
Net loss									Net loss		$	(107	)	$	(51	)
Adjustments to reconcile net loss to net cash provided by operating activities:									Adjustments to reconcile net loss to net cash provided by operating activities:
	Vehicle depreciation		1,453			1,423			Vehicle depreciation		437			432
	Gain on sale of vehicles, net		(15		)	(58		)	(Gain) loss on sale of vehicles, net		24			(3		)
	Non-vehicle related depreciation and amortization		189			161			Non-vehicle related depreciation and amortization		63			61
	Stock-based compensation		21			22			Stock-based compensation		1			7
	Amortization of debt financing fees		29			31			Amortization of debt financing fees		9			10
	Early extinguishment of debt costs		10			23			Early extinguishment of debt costs		3			—
	Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:								Net change in assets and liabilities:
		Receivables	(149		)	(131		)		Receivables	30			(11		)
		Income taxes and deferred income taxes	80			43				Income taxes and deferred income taxes	(70		)	(45		)
		Accounts payable and other current liabilities	33			(28		)		Accounts payable and other current liabilities	63			14
	Other, net		256			234			Other, net		(6		)	58
Net cash provided by operating activities	Net cash provided by operating activities		2,101			2,038			Net cash provided by operating activities		447			472

Investing activities	Investing activities								Investing activities
Property and equipment additions	Property and equipment additions		(125		)	(126		)	Property and equipment additions		(42		)	(40		)
Proceeds received on asset sales	Proceeds received on asset sales		10			8			Proceeds received on asset sales		2			3
Net assets acquired (net of cash acquired)	Net assets acquired (net of cash acquired)		(4		)	(225		)	Net assets acquired (net of cash acquired)		—			(1		)
Other, net			4			3
Net cash used in investing activities exclusive of vehicle programs	Net cash used in investing activities exclusive of vehicle programs		(115		)	(340		)	Net cash used in investing activities exclusive of vehicle programs		(40		)	(38		)

Vehicle programs:	Vehicle programs:								Vehicle programs:
	Decrease (increase) in program cash		138			(71		)	Decrease in program cash		87			198
	Investment in vehicles		(10,151		)	(9,762		)	Investment in vehicles		(3,944		)	(4,140		)
	Proceeds received on disposition of vehicles		7,373			6,756			Proceeds received on disposition of vehicles		2,958			2,776
			(2,640		)	(3,077		)	Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party		(33		)	—
											(932		)	(1,166		)
Net cash used in investing activities	Net cash used in investing activities		(2,755		)	(3,417		)	Net cash used in investing activities		(972		)	(1,204		)

Avis Budget Group, Inc. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued) (In millions) (Unaudited)	Avis Budget Group, Inc. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued) (In millions) (Unaudited)							Avis Budget Group, Inc. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued) (In millions) (Unaudited)

		Nine Months Ended September 30,							Three Months Ended March 31,
		2016			2015				2017			2016
Financing activities	Financing activities							Financing activities
Proceeds from long-term borrowings	Proceeds from long-term borrowings	896			377			Proceeds from long-term borrowings	590			350
Payments on long-term borrowings	Payments on long-term borrowings	(527		)	(290		)	Payments on long-term borrowings	(143		)	(5		)
Net change in short-term borrowings	Net change in short-term borrowings	1			(23		)	Net change in short-term borrowings	—			1
Repurchases of common stock	Repurchases of common stock	(289		)	(270		)	Repurchases of common stock	(61		)	(95		)
Debt financing fees	Debt financing fees	(15		)	(7		)	Debt financing fees	(7		)	(5		)
Net cash provided by (used in) financing activities exclusive of vehicle programs		66			(213		)
Net cash provided by financing activities exclusive of vehicle programs								Net cash provided by financing activities exclusive of vehicle programs	379			246

Vehicle programs:	Vehicle programs:							Vehicle programs:
	Proceeds from borrowings	11,879			11,532			Proceeds from borrowings	5,812			4,694
	Payments on borrowings	(10,752		)	(9,933		)	Payments on borrowings	(5,236		)	(3,796		)
	Debt financing fees	(20		)	(17		)	Debt financing fees	(5		)	(6		)
		1,107			1,582				571			892
Net cash provided by financing activities	Net cash provided by financing activities	1,173			1,369			Net cash provided by financing activities	950			1,138

Effect of changes in exchange rates on cash and cash equivalents	Effect of changes in exchange rates on cash and cash equivalents	14			(29		)	Effect of changes in exchange rates on cash and cash equivalents	8			18

Net increase (decrease) in cash and cash equivalents		533			(39		)
Net increase in cash and cash equivalents								Net increase in cash and cash equivalents	433			424
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	452			624			Cash and cash equivalents, beginning of period	490			452
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	985		$	585		Cash and cash equivalents, end of period	$	923		$	876

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Avis Budget Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

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


1.	Basis of Presentation

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

The Company operates the following reportable business segments:

Americas—provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates the Company’s car sharing business in certain of these markets.

International—provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia, Australia and New Zealand, and operates the Company’s car sharing business in certain of these markets.

The operating results of acquired businesses are included in the accompanying Consolidated Condensed Financial Statements from the dates of acquisition. During the nine months ended September 30, 2016, the Company completed the purchase price allocation for the acquisition of its Avis and Budget licensees in Norway, Sweden and Denmark, its Avis and Budget licensee in Brazil and Maggiore Group. There were no material adjustments to the preliminary allocation. The fair value of the assets acquired and liabilities assumed in connection with the Company’s fourth quarter ~~2015~~2016 acquisition of ~~its Avis licensee in Poland~~France Cars has not yet been finalized; however, there have been no significant changes to the preliminary allocation of the purchase price during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017.

In presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Consolidated Condensed Financial Statements contain all adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company’s ~~2015~~2016 Form 10-K.

Reclassifications. Certain reclassifications have been made to prior years’ Consolidated Condensed 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).

Vehicle Programs. 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.

Transaction-related costs, net. Transaction-related costs, net are classified separately in the Consolidated Condensed Statements of Comprehensive Income. These costs are comprised of expenses 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.

Currency Transactions. The Company records the gain or loss on foreign-currency transactions on certain intercompany loans and the gain or loss on intercompany loan hedges within interest expense related to corporate debt, net. During the three months ended ~~September 30, 2016~~March 31, 2017 and ~~2015, the Company recorded losses on such items of $1 million in each period, and during the nine months ended September 30,~~ 2016, ~~and 2015,~~ the Company recorded losses of ~~$8 million~~an immaterial amount and ~~$10~~$3 million, respectively.

Adoption of New Accounting ~~Standards~~Pronouncements

On January 1, ~~2016,~~2017, as a result ~~of the issuance~~ of a new accounting pronouncement, the Company adopted Accounting Standards Update (“(”ASU”) 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments,” which eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination at the acquisition date. Instead, the cumulative impact of any adjustment will be recognized in the reporting period in which the adjustment is identified. The adoption of this accounting pronouncement did not have a material impact on the Company’s Consolidated Financial Statements.

On January 1, 2016, as a result of the issuance of a new accounting pronouncement, the Company adopted ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which provides guidance for determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software, rather than as a service contract. The adoption of this accounting pronouncement did not have a material impact on the Company’s Consolidated Financial Statements.

On January 1, 2016, as a result of the issuance of a new accounting pronouncement, the Company adopted ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosures in certain circumstances. The adoption of this accounting pronouncement did not have an impact on the Company’s Consolidated Financial Statements.

~~Recently Issued Accounting Standards~~

In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-15, “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 flow. ASU 2016-15 becomes effective for the Company on January 1, 2018. The adoption of this accounting pronouncement is not expected to have a material impact on the Company’s Consolidated Financial Statements.

~~In March 2016, the FASB issued ASU~~ 2016-09, “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 ~~flow.~~flows. Accordingly, in the Company’s Consolidated Condensed 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 addition, in the Company’s Consolidated Condensed Statement of Cash Flows for the period ended March 31, 2016, cash taxes paid related to shares directly withheld from employees for tax purposes of $9 million were reclassified from accounts payable and other current liabilities within net cash provided by operating activities to repurchases of common stock within net cash provided by 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 Condensed Financial Statements.

Recently Issued Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU ~~2016-09~~2017-07, “Improving the Presentation of Net Periodic Pension Costs and Net Periodic Postretirement Benefit Cost,” which requires an entity to disaggregate the components of net benefit cost recognized in the consolidated statements of operations. ASU 2017-07 becomes effective for the Company on January 1, ~~2017.~~2018. The ~~Company is currently evaluating the effect~~adoption of this accounting pronouncement is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other, 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. The adoption of this accounting pronouncement is not expected to have an impact on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations, 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. The adoption of this accounting pronouncement is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows, 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. The adoption of this accounting pronouncement will impact the presentation of restricted cash in the Company’s Consolidated Statements of Cash Flows.

In August 2016, the FASB issued ASU 2016-15, “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. ASU 2016-15 becomes effective for the Company on January 1, 2018. The adoption of this accounting pronouncement is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, “Leases,” 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.~~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, “Revenue from Contracts with Customers” (see below). 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 ~~effect~~implementation of this ~~accounting pronouncement on~~ASU, including assessing its ~~Consolidated Financial Statements.~~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.

In January 2016, the FASB issued ASU 2016-01, “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. ASU 2016-01 becomes effective for the Company on January 1, 2018. The adoption of this accounting pronouncement is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” 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. ASU 2014-09 becomes effective for the Company on January 1, ~~2018.~~2018 and may be adopted on either a full or modified retrospective basis. The Company is currently evaluating and planning for the ~~effect~~implementation of this ASU, including assessing its overall impact, and expects the guidance will affect its accounting ~~pronouncement on its Consolidated Financial Statements.~~for certain contracts.


2.	Restructuring

~~In 2014,~~During first quarter 2017, the Company ~~committed~~initiated a strategic restructuring initiative to ~~various strategic initiatives to identify best practices and~~ drive operational efficiency throughout ~~its~~the organization by reducing headcount, improving processes and consolidating functions (the ~~“T15~~“T17 restructuring”). 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 ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, as part of this process, the Company formally communicated the termination of employment to approximately ~~565~~335 employees, and as of ~~September 30, 2016,~~March 31, 2017, the Company had terminated approximately ~~425~~240 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. The Company expects further restructuring expense of approximately $2$40 million related to this initiative to be incurred in ~~2016.~~2017.

In conjunction with previous acquisitions, the Company identified opportunities to integrate and streamline its operations, primarily in ~~Europe (the “Acquisition integration”). During the nine months ended September 30, 2016, as part of this process,~~Europe. This initiative is substantially complete, and the Company ~~formally communicated the termination of employment to approximately 125 employees, and as of September 30, 2016, the Company had terminated approximately 110 of these employees. The Company expects~~does not anticipate any further restructuring expense ~~of approximately $2 million~~ related to this ~~initiative~~initiative.

In 2014, the Company committed to ~~be incurred in 2016.~~various strategic initiatives to identify best practices and drive efficiency throughout its organization, by reducing headcount, improving processes and consolidating functions (the “T15 restructuring”). The Company does not anticipate any further restructuring expense related to this initiative.

The following tables summarize the ~~activity related~~changes to our restructuring-related liabilities and identify the amounts recorded within the Company’s reporting segments for restructuring ~~liabilities:~~charges and corresponding payments:

Americas
International Total
Balance as of January 1, 2016 $ 1
$ 10
$ 11
T15 restructuring expense 10
8
18
Acquisition integration expense —
9
9
Avis Europe restructuring expense —
(1 ) (1 )
T15 restructuring payment/utilization (9 ) (4 ) (13 )
Acquisition integration payment (1 ) (13 ) (14 )
Avis Europe restructuring payment —
(1 ) (1 )
Balance as of September 30, 2016 $ 1
$ 8
$ 9

Personnel
Related Facility
Related
Other ^(a)
Total
Balance as of January 1, 2016 $ 10
$ 1
$ —
$ 11
T15 restructuring expense 13
1
4
18
Acquisition integration expense 9
—
—
9
Avis Europe restructuring expense —
(1 ) —
(1 )
T15 restructuring payment/utilization (9 ) —
(4 ) (13 )
Acquisition integration payment (14 ) —
—
(14 )
Avis Europe restructuring payment (1 ) —
—
(1 )
Balance as of September 30, 2016 $ 8
$ 1
$ —
$ 9



		Americas			International			Total
Balance as of January 1, 2017		$	1		$	5		$	6
	T17 restructuring expense	7			—			7
	T17 restructuring payment	(2		)	—			(2		)
	T15 restructuring payment	—			(1		)	(1		)
Balance as of March 31, 2017		$	6		$	4		$	10

		Personnel Related			Facility Related			Total
Balance as of January 1, 2017		$	5		$	1		$	6
	T17 restructuring expense	7			—			7
	T17 restructuring payment	(2		)	—			(2		)
	T15 restructuring payment	(1		)	—			(1		)
Balance as of March 31, 2017		$	9		$	1		$	10

~~_________~~


^(a)	~~Includes expense related primarily to the write-down of certain vehicle assets.~~


3.	Earnings Per Share

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015
Net income for basic and diluted EPS $ 209
$ 184
$ 194
$ 318

Basic weighted average shares outstanding 90.4
102.7
93.5
104.7
Options and non-vested stock ^(a)
1.4
1.3
1.3
1.4
Diluted weighted average shares outstanding 91.8
104.0
94.8
106.1

Earnings per share:
Basic $ 2.32
$ 1.80
$ 2.07
$ 3.04
Diluted $ 2.28
$ 1.77
$ 2.05
$ 3.00



		Three Months Ended March 31,
		2017			2016
Net loss for basic and diluted EPS		$	(107	)	$	(51	)

Basic and diluted weighted average shares outstanding ^(a)		85.7			96.3

Loss per share:
	Basic and diluted	$	(1.25	)	$	(0.53	)

__________

^(a)

~~For~~As the Company incurred a net loss for the three months ended ~~September 30,~~March 31, 2017 and 2016, 0.8 million outstanding options in each period, and ~~2015, 0.2~~2.6 million and ~~0.3~~2.4 million non-vested stock awards, respectively, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. For the nine months ended September 30, 2016 and 2015, 0.2 million and 0.1 million, respectively, non-vested stock awards have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding.


4.	Other Current Assets

Other current assets consisted of:


	As of September 30, 2016		As of December 31, 2015		As of March 31, 2017		As of December 31, 2016
Sales and use taxes	$	280	$	159	$	257	$	153
Prepaid expenses	216		192		230		212
Other	139		156		164		154
Other current assets	$	635	$	507	$	651	$	519


5.	Intangible Assets

Intangible assets consisted of:


	As of September 30, 2016						As of December 31, 2015						As of March 31, 2017						As of December 31, 2016
	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	$	269	$	104	$	165	$	263	$	81	$	182	$	260	$	115	$	145	$	261	$	109	$	152
Customer relationships	226		86		140		222		68		154		226		96		130		224		90		134
Other	39		11		28		41		8		33		45		12		33		46		12		34
Total	$	534	$	201	$	333	$	526	$	157	$	369	$	531	$	223	$	308	$	531	$	211	$	320

Unamortized Intangible Assets
Goodwill ^(a)	$	1,013					$	973					$	1,013					$	1,007
Trademarks ^(a)	$	552					$	548					$	551					$	550

~~__________~~


^(a)	~~The increase in the carrying amount since December 31, 2015 primarily reflects currency translation.~~

For the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ amortization expense related to amortizable intangible assets was approximately $15 million and ~~$16 million, respectively. For the nine months ended September 30, 2016 and 2015, amortization expense related to amortizable intangible assets was approximately $48 million and $43~~$17 million, respectively. Based on the Company’s amortizable intangible assets at ~~September 30, 2016,~~March 31, 2017, the Company expects amortization expense of approximately ~~$16~~$40 million for

the remainder of ~~2016, $56 million for~~ 2017, ~~$42~~$41 million for 2018, ~~$39~~$37 million for 2019, ~~$39~~$37 million for 2020, ~~and $24~~$27 million for 2021 and $22 million for 2022, excluding effects of currency exchange rates.


6.	Vehicle Rental Activities

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


	As of			As of			As of			As of
	September 30,			December 31,			March 31,			December 31,
	2016			2015			2017			2016
Rental vehicles	$	12,403		$	11,195		$	12,387		$	10,937
Less: Accumulated depreciation	(1,521		)	(1,500		)	(1,360		)	(1,454		)
	10,882			9,695			11,027			9,483
Vehicles held for sale	842			963			459			981
Vehicles, net	$	11,724		$	10,658		$	11,486		$	10,464

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2016			2015			2016			2015			2017		2016
Depreciation expense	$	523		$	510		$	1,453		$	1,423		$	437	$	432
Lease charges	57			52			133			120			43		34
Gain on sale of vehicles, net	(4		)	(7		)	(15		)	(58		)
(Gain) loss on sale of vehicles, net													24		(3		)
Vehicle depreciation and lease charges, net	$	576		$	555		$	1,571		$	1,485		$	504	$	463

At ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ the Company had payables related to vehicle purchases included in liabilities under vehicle programs - other of ~~$164~~$546 million and ~~$183~~$467 million, respectively, and receivables related to vehicle sales included in assets under vehicle programs - receivables from vehicle manufacturers and other of ~~$586~~$277 million and ~~$635~~$331 million, respectively.


7.	~~Income Taxes~~Accounts Payable and Other Current Liabilities

~~The Company’s effective tax rate for the nine months ended September 30, 2016 is a provision of 39.8%. Such rate differed from the Federal statutory rate of 35.0% primarily due to state~~Accounts payable and ~~foreign income taxes.~~other current liabilities consisted of:



	As of		As of
	March 31,		December 31,
	2017		2016
Accounts payable	$	355	$	343
Accrued sales and use taxes	229		206
Deferred revenue – current	164		114
Accrued payroll and related	147		173
Public liability and property damage insurance liabilities – current	143		141
Other	551		511
Accounts payable and other current liabilities	$	1,589	$	1,488

The Company’s effective tax rate for the nine months ended September 30, 2015 was a provision of 15.9%. Such rate differed from the Federal statutory rate of 35.0% primarily due to a $98 million income tax benefit related to resolution of a prior-year tax matter.


8.	Long-term Debt and Borrowing Arrangements

Long-term and other borrowing arrangements consisted of:


		As of			As of				As of			As of
	Maturity Dates	September 30,			December 31,			Maturity Dates	March 31,			December 31,
		2016			2015				2017			2016
4⅞% Senior Notes	November 2017	$	—		$	300
Floating Rate Senior Notes ^(a)	December 2017	249			249			December 2017	$	249		$	249
Floating Rate Term Loan ^(b)	March 2019	144			970
6% Euro-denominated Senior Notes ^(c)	March 2021	517			502
Floating Rate Term Loan ^(d)	March 2022	818			—
Floating Rate Term Loan								March 2019	—			144
6% Euro-denominated Senior Notes ^(b)								March 2021	196			194
Floating Rate Term Loan ^(c)								March 2022	1,144			816
5⅛% Senior Notes	June 2022	400			400			June 2022	400			400
5½% Senior Notes	April 2023	674			674			April 2023	675			675
6⅜% Senior Notes	April 2024	350			—			April 2024	350			350
4⅛% Euro-denominated Senior Notes	November 2024	337			—			November 2024	320			316
5¼% Senior Notes	March 2025	375			375			March 2025	375			375
4½% Euro-denominated Senior Notes								May 2025	266			—
Other ^(e)(d)		58			46				59			57
Deferred financing fees		(56		)	(55		)		(54		)	(53		)
Total		3,866			3,461				3,980			3,523
Less: Short-term debt and current portion of long-term debt		338			26				474			279
Long-term debt		$	3,528		$	3,435			$	3,506		$	3,244

__________


^(a)	The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of ~~3.39%~~3.80% at ~~September 30, 2016;~~March 31, 2017; 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%. These notes have been called for redemption.

^(b)

The floating rate term loan is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. As of September 30, 2016, the floating rate term loan due 2019 bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points,These notes have been called for ~~an aggregate rate of 3.09%.~~redemption.


^(c)	~~A portion of these notes have been called for redemption.~~

^(d)

The floating rate term loan is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. As of ~~September 30, 2016,~~March 31, 2017, the floating rate term loan due 2022 bears interest at ~~the greater of~~ three-month LIBOR ~~or 0.75%,~~ plus ~~250~~200 basis points, for an aggregate rate of ~~3.34%~~2.82%. The Company has entered into a swap to hedge ~~$600~~$700 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of ~~4.21%~~3.75%.


^(e)(d)	Primarily includes capital leases which are secured by liens on the related assets.

In March ~~2016,~~2017, the Company issued ~~$350~~€250 million of 6⅜4½% euro-denominated Senior Notes due ~~2024 at par. In May 2016,~~2025, the ~~Company~~proceeds of which will be used ~~the net proceeds from the offering~~ to redeem ~~$300 million principal amount of its 4⅞% Senior Notes due 2017 for $304 million plus accrued interest and for general corporate purposes.~~

In May 2016, the Company extended the maturity date for $825 million of its $970 million existing corporate floating rate term loan borrowings by three years to March 2022. The extended portion now bears interest at LIBOR plus 2.50%, subject to a LIBOR floor of 0.75%.

~~In September 2016, the Company issued €300 million of 4~~⅛~~% Euro-denominated Senior Notes due 2024 at par. In October 2016, the Company used the net proceeds from the offering primarily to redeem €275 million~~all of its outstanding 6% ~~Euro-denominated~~euro-denominated Senior Notes due 2021 ~~(see Note 16 - Subsequent Events)~~and a portion of its Floating Rate Senior Notes due 2017.

In March 2017, the Company increased its Floating Rate Term Loan due 2022 to $1.1 billion and reduced the loan interest rate to three-month LIBOR plus 2.00%. The Company used the incremental term loan proceeds to repay all of its outstanding Floating Rate Term Loan due 2019. The remaining proceeds will be used to redeem the remainder of the Company’s Floating Rate Senior Notes due 2017.

Committed Credit Facilities and Available Funding Arrangements

At ~~September 30, 2016,~~March 31, 2017, 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		Total Capacity		Outstanding Borrowings		Letters of Credit Issued		Available Capacity
Senior revolving credit facility maturing 2019 ^(a)	$	1,800	$	—	$	907	$	893
Senior revolving credit facility maturing 2021 ^(a)									$	1,800	$	—	$	904	$	896
Other facilities^(b)	5		5		—		—		4		4		—		—

__________


^(a)	The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.


^(b)	These facilities encompass bank overdraft lines of credit, bearing interest of 1.50% to ~~3.00%.~~3.10% as of March 31, 2017.

At ~~September 30, 2016,~~March 31, 2017, the Company had various uncommitted credit facilities available, under which it had drawn approximately $4$7 million, which bear interest at rates between ~~0.85%~~0.71% and ~~4.00%~~4.50%.

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 ~~September 30, 2016,~~March 31, 2017, the Company iswas in compliance with the financial covenants governing its indebtedness.


9.	Debt Under Vehicle Programs and Borrowing Arrangements

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


	As of			As of			As of			As of
	September 30,			December 31,			March 31,			December 31,
	2016			2015			2017			2016
Americas - Debt due to Avis Budget Rental Car Funding ^(a)	$	7,171		$	6,837		$	7,146		$	6,733
Americas - Debt borrowings ^(a)	747			643			689			577
International - Debt borrowings ^(a)	2,065			1,187			1,560			1,449
International - Capital leases	168			238			154			162
Other	1			8			3			7
Deferred financing fees ^(b)	(52		)	(53		)	(51		)	(50		)
Total	$	10,100		$	8,860		$	9,501		$	8,878

__________


^(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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 were ~~$37~~$40 million and ~~$41~~$38 million, respectively.

~~During~~In March ~~2016 and June 2016,~~2017, the Company’s Avis Budget Rental Car Funding subsidiary issued approximately ~~$450~~$600 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.~~September 2022. The weighted average interest rate ~~for~~was 3%. The Company used the proceeds from these borrowings ~~was 3%.~~to fund the repayment of maturing vehicle-backed debt and the acquisition of rental cars in the United States.

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 ~~September 30, 2016.~~March 31, 2017.


	Debt under Vehicle Programs		Debt under Vehicle Programs
Within 1 year ^(a)	$	1,365	$	1,027
Between 1 and 2 years	2,526		3,079
Between 2 and 3 years	3,166		2,453
Between 3 and 4 years	1,666		1,441
Between 4 and 5 years	1,058		725
Thereafter	371		827
Total	$	10,152	$	9,552

__________


^(a)	~~Vehicle backed~~Vehicle-backed debt maturing within one year primarily represents term asset-backed securities.

Committed Credit Facilities and Available Funding Arrangements

As of ~~September 30, 2016,~~March 31, 2017, available funding under the Company’s vehicle programs, including related party debt due to Avis Budget Rental Car Funding, consisted of:


	Total Capacity ^(a)		Outstanding Borrowings		Available Capacity		Total Capacity ^(a)		Outstanding Borrowings		Available Capacity
Americas - Debt due to Avis Budget Rental Car Funding ^(b)	$	9,556	$	7,171	$	2,385	$	9,312	$	7,146	$	2,166
Americas - Debt borrowings ^(c)	962		747		215		897		689		208
International - Debt borrowings ^(d)	2,671		2,065		606		2,351		1,560		791
International - Capital leases ^(e)	208		168		40		172		154		18
Other	1		1		—		3		3		—
Total	$	13,398	$	10,152	$	3,246	$	12,735	$	9,552	$	3,183

__________


^(a)	Capacity is subject to maintaining sufficient assets to collateralize debt.


^(b)	The outstanding debt is collateralized by approximately $8.7 billion of underlying vehicles and related assets.


^(c)	The outstanding debt is collateralized by approximately ~~$1.1~~$0.9 billion of underlying vehicles and related assets.


^(d)	The outstanding debt is collateralized by approximately ~~$2.4~~$1.8 billion of underlying vehicles and related assets.


^(e)	The outstanding debt is collateralized by approximately $0.2 billion of underlying vehicles and related assets.

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 ~~September 30, 2016,~~March 31, 2017, the Company is not aware of any instances of non-compliance with any of the financial covenants contained in the debt agreements under its vehicle-backed funding programs.


10.	Commitments and Contingencies

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 February 2015, the French Competition Authority issued a statement of objections alleging that several car rental companies, including the Company and two of its European subsidiaries, engaged with (i) twelve French airports, the majority of which are controlled by public administrative bodies or the French state, and violated competition law through the distribution by airports of company-specific statistics to car rental companies operating at those airports and (ii) two other international car rental companies in a concerted practice relating to train station surcharges. In ~~May 2016,~~February 2017, the Company was notified that the French Competition ~~authority issued a second statement of objections reiterating~~Authority dismissed the ~~allegations that it raised in its first statement of objections. The Company believes that it has valid defenses~~charges and ~~intends to vigorously defend against the allegations, but it is currently unable to predict the outcome of the proceedings or range of reasonably possible losses, which may be material.~~

In March 2015, the Canadian Competition Bureau filed an application with the Competition Tribunal alleging that the Company and two of its Canadian subsidiaries engaged in deceptive marketing practices with regard to certain charges that consumers are invoiced related to renting a vehicle and associated products in Canada. The application sought penalties againstcleared the Company and its subsidiaries ~~totaling approximately $25 million as well as reimbursements to current and former customers~~ of ~~amounts collected and retained by~~any wrongdoing.

In February 2017, following a state court trial in Georgia, a jury found the Company ~~related~~liable for damages in a case brought by a plaintiff who was 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, the Company was also found liable for damages in a companion case arising from the same incident. The Company considers the attribution of liability to ~~the alleged deceptive marketing practices. In June 2016,~~ the Company, and ~~its subsidiaries reached an agreement~~the amount of damages awarded, to ~~settle this application~~be unsupported by the facts of these cases and intends to appeal the verdicts. The Company has recognized a liability for ~~an immaterial amount and~~the expected loss related to ~~adopt a competition law compliance program.~~these cases of $39 million.

The Company is involved in claims, legal proceedings and governmental inquiries related, among other things, to its vehicle rental operations, including contract and licensee disputes, competition matters, employment matters, 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. ~~Excluding the French competition matter discussed above, the~~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 ~~$30~~$50 million in excess of amounts accrued as of ~~September 30, 2016;~~March 31, 2017; 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 $~~7.3~~5.2 billion of vehicles from manufacturers over the next 12 months. ~~The majority~~Certain of these commitments are subject to the vehicle manufacturers’ satisfying their obligations under their respective repurchase and guaranteed depreciation agreements. The purchase of such vehicles is financed primarily through the issuance of vehicle-backed debt and cash received upon the disposition of vehicles.

Concentrations

Concentrations of credit risk at ~~September 30, 2016~~March 31, 2017 include (i) risks related to the Company’s repurchase and guaranteed depreciation agreements with domestic and foreign car manufacturers, including Ford, General Motors, Chrysler, Peugeot, Kia, Volkswagen, Fiat, ~~Kia,~~Mercedes, Toyota ~~Mercedes, Renault, Hyundai~~ and ~~BMW,~~Volvo, 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 $4041 million and $25 million, respectively, related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition.


11.	Stockholders’ Equity

Stockholder Rights Plan

In January 2017, the Company’s Board of Directors authorized the adoption of a short-term stockholder rights plan, which expires in January 2018. Pursuant to the rights plan, the Company declared a dividend of one preferred share purchase right for each outstanding share of common stock, payable to holders of record as of the close of business on February 2, 2017. Each right, which is exercisable only in the event any person or group acquires a voting or economic position of 10% 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 $90 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) (see Note 16 - Subsequent Events).

Share Repurchases

The Company’s Board of Directors has authorized the repurchase of up to approximately ~~$1.2~~$1.5 billion of its common stock under a plan originally approved in 2013 and subsequently expanded, most recently in 2016. During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, the Company repurchased approximately ~~9.5~~1.5 million shares of common stock at a cost of approximately ~~$290~~$50 million under the program. During the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, the Company repurchased approximately ~~5.9~~3.0 million shares of common stock at a cost of approximately ~~$277~~$80 million under the program. As of ~~September 30, 2016,~~March 31, 2017, approximately ~~$150~~$250 million of authorization remains available to repurchase common stock under this plan.

Total Comprehensive Income (Loss)

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

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015
Net income $ 209
$ 184
$ 194
$ 318
Other comprehensive income (loss):
Currency translation adjustments (net of tax of $3, $1, $7 and $(16), respectively) 20
(34 ) 100
(118 )
Net unrealized gain (loss) on available-for-sale securities (net of tax of $0, $1, $0 and $1, respectively) 1
(1 ) 1
(2 )
Net unrealized gain (loss) on cash flow hedges (net of tax of $(3), $1, $2 and $3, respectively) 4
(1 ) (4 ) (4 )
Minimum pension liability adjustment (net of tax of $0, $0, $(1) and $(1), respectively) 1
2
3
4
26
(34 ) 100
(120 )
Comprehensive income $ 235
$ 150
$ 294
$ 198



		Three Months Ended March 31,
		2017			2016
Net loss		$	(107	)	$	(51	)
Other comprehensive income:
	Currency translation adjustments (net of tax of $3 and $9, respectively)	25			72
	Net unrealized gain (loss) on cash flow hedges (net of tax of $0 and $2, respectively)	1			(3		)
	Minimum pension liability adjustment (net of tax of ($1) and $0, respectively)	2			1
		28			70
Comprehensive income (loss)		$	(79	)	$	19

__________

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

Accumulated Other Comprehensive Income (Loss)

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


																		Currency Translation Adjustments			Net Unrealized Gains (Losses) on Cash Flow Hedges^(a)			Net Unrealized Gains (Losses) on Available-for Sale Securities		Minimum Pension Liability Adjustment^(b)			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2017																	Balance, January 1, 2017	$	(39	)	$	2		$	1	$	(118	)	$	(154	)
																	Other comprehensive income (loss) before reclassifications	25			—			—		1			26
																	Amounts reclassified from accumulated other comprehensive income (loss)	—			1			—		1			2
Net current-period other comprehensive income (loss)																	Net current-period other comprehensive income (loss)	25			1			—		2			28
Balance, March 31, 2017																	Balance, March 31, 2017	$	(14	)	$	3		$	1	$	(116	)	$	(126	)
		Currency Translation Adjustments			Net Unrealized Gains (Losses) on Cash Flow Hedges^(a)			Net Unrealized Gains (Losses) on Available-for Sale Securities ^(b)			Minimum Pension Liability Adjustment^(c)			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2016	Balance, January 1, 2016	$	(80	)	$	(2	)	$	—		$	(65	)	$	(147	)	Balance, January 1, 2016	$	(80	)	$	(2	)	$	—	$	(65	)	$	(147	)
	Other comprehensive income (loss) before reclassifications	100			(7		)	—			—			93			Other comprehensive income (loss) before reclassifications	72			(4		)	—		—			68
	Amounts reclassified from accumulated other comprehensive income (loss)	—			3			1			3			7			Amounts reclassified from accumulated other comprehensive income (loss)	—			1			—		1			2
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	100			(4		)	1			3			100			Net current-period other comprehensive income (loss)	72			(3		)	—		1			70
Balance, September 30, 2016		$	20		$	(6	)	$	1		$	(62	)	$	(47	)

Balance, January 1, 2015		$	51		$	(1	)	$	2		$	(74	)	$	(22	)
	Other comprehensive income (loss) before reclassifications	(118		)	(8		)	(2		)	1			(127		)
	Amounts reclassified from accumulated other comprehensive income (loss)	—			4			—			3			7
Net current-period other comprehensive income (loss)		(118		)	(4		)	(2		)	4			(120		)
Balance, September 30, 2015		$	(67	)	$	(5	)	$	—		$	(70	)	$	(142	)
Balance, March 31, 2016																	Balance, March 31, 2016	$	(8	)	$	(5	)	$	—	$	(64	)	$	(77	)

__________

All components of accumulated other comprehensive income (loss) are net of tax, except currency translation adjustments, which exclude income taxes related to indefinite investments in foreign subsidiaries and include a ~~$58~~$78 million gain, net of tax, as of ~~September 30, 2016~~March 31, 2017 related to the Company’s hedge of its net investment in ~~Euro-denominated~~euro-denominated foreign operations (see Note 13 - Financial Instruments).

^(a)

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were $2$1 million ($1 million, net of tax) and $6 million ($3 million, net of tax), respectively. During the three and nine months ended September 30, 2016, amounts reclassified from accumulated other comprehensive income (loss) into vehicle interest expense were $1 million ($0 million, net of tax) in each period. For the three and nine months ended September 30, 2015, amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were $2 million ($1 million, net of tax) ~~and $5 million ($3 million, net of tax)~~, respectively. During the three months ended September 30, 2015, amounts reclassified from accumulated other comprehensive income (loss) into vehicle interest expense were immaterial and during the nine months ended September 30, 2015, amounts reclassified from accumulated other comprehensive income (loss) into vehicle interest expense were $1 million ($1 million, net of tax).

^(b)

For the three ~~and nine~~ months ended ~~September 30, 2016, amounts reclassified from accumulated other comprehensive income (loss) into operating expenses were $1 million ($1 million, net of tax) in each period. For the three~~March 31, 2017 and ~~nine months ended September 30, 2015, amounts reclassified from accumulated other comprehensive income (loss) into operating expenses were immaterial.~~

^(c)

~~For the three and nine months ended September 30,~~ 2016, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were $1$2 million ($1 million), net of tax) and $4 million ($3 million), net of tax), respectively. For the three and nine months ended September 30, 2015, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were $3 million ($2 million, net of tax) and $5$1 million ($31 million, net of tax), respectively.


12.	Stock-Based Compensation

The Company recorded stock-based compensation expense of $7$1 million and $8 million ($50 million and $5 million, net of tax) during the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $21 million and $19 million ($14 million and $12 million, net of tax) during the nine months ended September 30, 2016 and 2015,~~ respectively. In jurisdictions with net operating loss carryforwards, exercises and/or vestings of stock-based awards have generated $96 million of total tax deductions at September 30, 2016. Approximately $38 million of tax benefits will be recorded in additional paid-in capital when these tax deductions are realized in these jurisdictions.

The ~~weighted average assumptions used in the~~Company uses a Monte Carlo simulation model to calculate the fair value of ~~the Company’s~~ stock unit awards containing a market ~~condition~~condition. For the three months ended March 31, 2017, the Company did not issue any stock unit awards containing a market condition. For the three months ended March 31, 2016, the Company’s weighted average assumptions for expected stock price volatility, risk-free interest rate, valuation period and dividend yield were ~~as follows:~~

Nine Months Ended
September 30,
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% 0.0%
46%, 0.99%, 3 years, and 0.0%, respectively.

The activity related to the Company’s restricted stock units (“RSUs”) ~~and cash units,~~ consisted of (in thousands of shares):

Time-Based RSUs Performance-Based and Market-Based RSUs Cash Unit Awards
Number of Shares
Weighted
Average Grant Date
Fair Value
Number of Shares
Weighted
Average Grant Date
Fair Value
Number of Units
Weighted
Average Grant Date
Fair Value
Outstanding at January 1, 2016 ^(a)
819
$ 43.34
941
$ 35.18
111
$ 18.04
Granted 587
25.92
528
23.33
—
—

Vested ^(b)
(422 ) 36.06
(488 ) 25.13
(111 ) 18.04
Forfeited/expired (25 ) 38.34
(51 ) 27.16
—
—
Outstanding at September 30, 2016 ^(c)
959
$ 36.01
930
$ 34.14
—
$ —



		Time-Based RSUs				Performance-Based and Market-Based RSUs
		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017 ^(a)		878		$	34.83	923		$	34.11
	Granted	528		34.41		572		34.41
	Vested ^(b)	(367	)	36.00		(146	)	36.52
	Forfeited/expired	(18	)	32.00		(193	)	41.86
Outstanding at March 31, 2017 ^(c)		1,021		$	34.24	1,156		$	32.67

__________

^(a)

Reflects the maximum number of stock units assuming achievement of all time-, performance- and market-vesting criteria and does not include those for non-employee directors. The weighted-average fair value of time-based RSUs, and performance-based and market-based RSUs granted during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 was ~~$54.72~~$25.88 and ~~$55.51,~~$23.29, respectively.


^(b)	The total grant date fair value of RSUs vested during the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ was ~~$27~~$19 million and ~~$24~~$25 million, respectively. ~~The total grant date fair value of cash units vested during the nine months ended September 30, 2016 and 2015 was $2 million, in each period.~~

^(c)

The Company’s outstanding time-based RSUs, and performance-based and market-based RSUs had aggregate intrinsic values of ~~$33~~$30 million and ~~$32~~$34 million, respectively. Aggregate unrecognized compensation expense related to time-based RSUs, and performance-based and market-based RSUs amounted to ~~$34~~$53 million and will be recognized over a weighted average vesting period of ~~1.3~~1.9 years. ~~The Company assumes that substantially all outstanding awards will vest over time.~~

The stock option activity consisted of (in thousands of shares):

Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2016 827
$ 2.87
$ 28
3.3
Granted —
—

Exercised (13 ) 0.79
—

Forfeited/expired —
—

Outstanding and exercisable at September 30, 2016 814
$ 2.90
$ 25
2.5



		Number of Options		Weighted Average Exercise Price		Aggregate Intrinsic Value (in millions)		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2017		810		$	2.91	$	27	2.3
	Granted	—		—
	Exercised	(3	)	0.79		—
	Forfeited/expired	—		—
Outstanding and exercisable at March 31, 2017		807		$	2.92	$	22	2.0


13.	Financial Instruments

Derivative Instruments and Hedging Activities

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~~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~~euro-denominated notes as a hedge of its investment in ~~Euro-denominated~~euro-denominated foreign operations.

The 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 the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015,~~ was not material, nor is the amount of gains or losses the Company expects to reclassify from accumulated other comprehensive income (loss) to earnings over the next 12 months.

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 Company uses interest rate swaps and interest rate caps to manage the risk related to its floating rate corporate debt and its floating rate vehicle-backed debt. The Company records the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized. The Company records the gains or losses related to freestanding derivatives, which are not designated as a hedge for accounting purposes, in its consolidated results of operations. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income (loss) into earnings. The amount of gains or losses reclassified from other comprehensive income (loss) to earnings resulting from ineffectiveness related to the Company’s cash flow hedges was not material during the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 and ~~2015.~~2016. The Company estimates that $6$3 million of losses currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months.

The Company enters into derivative commodity contracts to manage its exposure to changes in the price of unleaded gasoline. Changes in the fair value of these derivatives are recorded within operating expenses.

The Company held derivative instruments with absolute notional values as follows:


	As of September 30, 2016		As of March 31, 2017
Interest rate caps ^(a)	$	10,152	$	9,836
Interest rate swaps	2,000		2,050
Foreign exchange contracts	885		1,133

Commodity contracts (millions of gallons of unleaded gasoline)	6		8

__________


^(a)	Represents ~~$7.6~~$7.4 billion of interest rate caps sold, partially offset by approximately ~~$2.6~~$2.4 billion of interest rate caps purchased. These amounts exclude $5.0 billion of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary as it is not consolidated by the Company.

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


		As of September 30, 2016				As of December 31, 2015					As of March 31, 2017				As of December 31, 2016
		Fair Value, Asset Derivatives		Fair Value, Liability Derivatives		Fair Value, Asset Derivatives		Fair Value, Liability Derivatives			Fair Value, Asset Derivatives		Fair Value, Liability Derivatives		Fair Value, Asset Derivatives		Fair Value, Liability Derivatives
Derivatives designated as hedging instruments	Derivatives designated as hedging instruments									Derivatives designated as hedging instruments
	Interest rate swaps ^(a)	$	—	$	9	$	1	$	5	Interest rate swaps ^(a)	$	7	$	3	$	7	$	4

Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments									Derivatives not designated as hedging instruments
	Interest rate caps ^(b)	1		1		1		5		Interest rate caps ^(b)	1		3		1		7
	Foreign exchange contracts ^(c)	5		15		16		2		Foreign exchange contracts ^(c)	2		12		7		2
	Commodity contracts ^(c)	—		—		—		1		Commodity contracts ^(c)	—		1		—		—
	Total	$	6	$	25	$	18	$	13	Total	$	10	$	19	$	15	$	13

__________

Amounts in this table exclude derivatives issued by Avis Budget Rental Car Funding; however, certain amounts related to the derivatives held by Avis Budget Rental Car Funding are included within accumulated other comprehensive income (loss).


^(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 Condensed Financial Statements were as follows:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2016			2015			2016			2015				2017			2016
Derivatives designated as hedging instruments ^(a)	Derivatives designated as hedging instruments ^(a)													Derivatives designated as hedging instruments ^(a)
	Interest rate swaps	$	4		$	(1	)	$	(4	)	$	(4	)	Interest rate swaps	$	1		$	(3	)
	Euro-denominated notes	(3		)	(1		)	(11		)	25			Euro-denominated notes	(5		)	(14		)
Derivatives not designated as hedging instruments ^(b)	Derivatives not designated as hedging instruments ^(b)													Derivatives not designated as hedging instruments ^(b)
	Interest rate caps^(c)	—			(1		)	(1		)	(1		)	Foreign exchange contracts^(c)	(12		)	(10		)
	Foreign exchange contracts^(d)	5			21			17			37			Commodity contracts ^(d)	(1		)	(2		)
	Commodity contracts ^(e)	—			(4		)	—			—			Total	$	(17	)	$	(29	)
	Total	$	6		$	14		$	1		$	57

__________


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


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


^(c)	For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017, included a $7 million loss in interest expense and a $5 million loss in operating expense. For the three months ended March 31, 2016, included a $9 million gain in interest expense and a $19 million loss in operating expense.

^(d)

For the three months ended September 30, 2016, included a $8 million gain in interest expense and a $3 million loss in operating expense and for the nine months ended September 30, 2016, included a $43 million gain in interest expense and a $26 million loss in operating expense. For the three months ended September 30, 2015, included a $19 million gain in interest expense and a $2 million gain in operating expense and for the nine months ended September 30, 2015, included a $21 million gain in interest expense and a $16 million gain in operating expense.


^(e)	Included in operating expense.

Debt Instruments

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


		As of September 30, 2016				As of December 31, 2015					As of March 31, 2017				As of December 31, 2016
		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	$	338	$	338	$	26	$	26	Short-term debt and current portion of long-term debt	$	474	$	475	$	279	$	280
	Long-term debt	3,528		3,593		3,435		3,478		Long-term debt	3,506		3,497		3,244		3,265

Debt under vehicle programs	Debt under vehicle programs									Debt under vehicle programs
	Vehicle-backed debt due to Avis Budget Rental Car Funding	$	7,134	$	7,218	$	6,796	$	6,836	Vehicle-backed debt due to Avis Budget Rental Car Funding	$	7,106	$	7,147	$	6,695	$	6,722
	Vehicle-backed debt	2,965		2,979		2,060		2,071		Vehicle-backed debt	2,392		2,407		2,176		2,187
	Interest rate swaps and interest rate caps ^(a)	1		1		4		4		Interest rate swaps and interest rate caps ^(a)	3		3		7		7

__________


^(a)	Derivatives in a liability position.


14.	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 revenue and “Adjusted EBITDA,” which the Company defines as income from continuing operations before non-vehicle related depreciation and amortization, any impairment charge, restructuring expense, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, charges for unprecedented personal-injury legal matters and income taxes. The Company’s presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.


			Three Months Ended September 30,												Three Months Ended March 31,
			2016					2015							2017					2016
			Revenues		Adjusted EBITDA			Revenues		Adjusted EBITDA					Revenues		Adjusted EBITDA			Revenues		Adjusted EBITDA
Americas	Americas		$	1,821	$	306		$	1,776	$	279		Americas		$	1,314	$	(20	)	$	1,364	$	63
International	International		835		179			801		168			International		525		7			517		1
Corporate and Other ^(a)	Corporate and Other ^(a)		—		(16		)	—		(16		)	Corporate and Other ^(a)		—		(14		)	—		(20		)
	Total Company		$	2,656	469			$	2,577	431			Total Company		$	1,839	(27		)	$	1,881	44

Less:	Less:	Non-vehicle related depreciation and amortization			63					56			Less:	Non-vehicle related depreciation and amortization			63					61
		Interest expense related to corporate debt, net			51					49				Interest expense related to corporate debt, net			49					50
		Restructuring expense			6					6				Early extinguishment of debt			3					—
		Transaction-related costs, net			4					8				Restructuring expense			7					15
Income before income taxes					$	345				$	312
														Transaction-related costs, net			3					4
														Charges for legal matter ^(b)			13					—
Loss before income taxes													Loss before income taxes				$	(165	)			$	(86	)

__________


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

Nine Months Ended September 30,
2016 2015
Revenues Adjusted EBITDA Revenues Adjusted EBITDA
Americas $ 4,778
$ 532
$ 4,707
$ 572
International 2,002
237
1,893
245
Corporate and Other ^(a)
—
(52 ) —
(42 )
Total Company $ 6,780
717
$ 6,600
775

Less: Non-vehicle related depreciation and amortization 189
161
Interest expense related to corporate debt, net:
Interest expense 157
146
Early extinguishment of debt 10
23
Restructuring expense 26
10
Transaction-related costs, net 13
57
Income before income taxes $ 322
$ 378

~~__________~~


^(a)(b)	~~Includes unallocated corporate overhead which is not attributable to a particular segment.~~Reported within operating expenses in our Consolidated Condensed Statements of Comprehensive Income.

Since December 31, ~~2015,~~2016, there have been no significant changes in segment assets ~~other than the Company’s International segment assets exclusive of assets under vehicle programs~~ and assets under vehicle programs. As of September 30, 2016 and December 31, 2015, International segment assets exclusive of assets under vehicle programs were approximately $2.3 billion and $1.9 billion, respectively; and International segment assets under vehicle ~~programs were approximately $2.9 billion and $2.3 billion, respectively.~~programs.


15.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The following consolidating financial information presents Consolidating Condensed Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ Consolidating Condensed Balance Sheets as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, and Consolidating Condensed Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ 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, and 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 8 - Long-term Debt and Borrowing Arrangements for additional description of these guaranteed notes. The Senior Notes 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 Comprehensive Income, certain expenses incurred by the Subsidiary Issuers are allocated to the guarantor and non-guarantor subsidiaries.

Consolidating Condensed Statements of Comprehensive Income

Three Months Ended ~~September 30, 2016~~March 31, 2017

Parent
Subsidiary
Issuers

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries
Eliminations Total
Revenues
Vehicle rental $ —
$ —
$ 1,216
$ 655
$ —
$ 1,871
Other —
—
344
1,021
(580 ) 785
Net revenues —
—
1,560
1,676
(580 ) 2,656

Expenses
Operating 1
3
719
496
—
1,219
Vehicle depreciation and lease charges, net —
—
525
575
(524 ) 576
Selling, general and administrative 10
4
173
128
—
315
Vehicle interest, net —
—
55
78
(56 ) 77
Non-vehicle related depreciation and amortization —
—
38
25
—
63
Interest expense related to corporate debt, net:
Interest expense —
41
1
9
—
51
Intercompany interest expense (income) (3 ) (3 ) 6
—
—
—
Restructuring expense —
—
1
5
—
6
Transaction-related costs, net —
—
—
4
—
4
Total expenses 8
45
1,518
1,320
(580 ) 2,311
Income (loss) before income taxes and equity in earnings of subsidiaries (8 ) (45 ) 42
356
—
345
Provision for (benefit from) income taxes (3 ) (18 ) 87
70
—
136
Equity in earnings of subsidiaries 214
241
286
—
(741 ) —
Net income $ 209
$ 214
$ 241
$ 286
$ (741 ) $ 209

Comprehensive income $ 235
$ 239
$ 262
$ 307
$ (808 ) $ 235

~~Nine Months Ended September 30, 2016~~


			Parent			Subsidiary Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total				Parent			Subsidiary Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Revenues	Revenues																		Revenues
	Vehicle rental		$	—		$	—		$	3,229		$	1,543	$	—		$	4,772	Vehicle rental		$	—		$	—		$	886		$	400		$	—		$	1,286
	Other		—			—			931			2,746		(1,669		)	2,008		Other		—			—			267			871			(585		)	553
Net revenues	Net revenues		—			—			4,160			4,289		(1,669		)	6,780		Net revenues		—			—			1,153			1,271			(585		)	1,839

Expenses	Expenses																		Expenses
	Operating		3			14			2,013			1,351		—			3,381		Operating		1			4			640			404			—			1,049
	Vehicle depreciation and lease charges, net		—			—			1,514			1,571		(1,514		)	1,571		Vehicle depreciation and lease charges, net		—			—			546			493			(535		)	504
	Selling, general and administrative		29			14			492			361		—			896		Selling, general and administrative		10			2			153			97			—			262
	Vehicle interest, net		—			—			149			221		(155		)	215		Vehicle interest, net		—			—			45			69			(50		)	64
	Non-vehicle related depreciation and amortization		—			1			115			73		—			189		Non-vehicle related depreciation and amortization		—			—			40			23			—			63
	Interest expense related to corporate debt, net:																		Interest expense related to corporate debt, net:
		Interest expense	—			122			3			32		—			157			Interest expense	—			46			1			2			—			49
		Intercompany interest expense (income)	(9		)	(8		)	17			—		—			—			Intercompany interest expense (income)	(3		)	1			6			(4		)	—			—
		Early extinguishment of debt	—			10			—			—		—			10			Early extinguishment of debt	—			3			—			—			—			3
	Restructuring expense		—			—			8			18		—			26		Restructuring expense		—			—			6			1			—			7
	Transaction-related costs, net		—			1			1			11		—			13		Transaction-related costs, net		—			—			—			3			—			3
Total expenses	Total expenses		23			154			4,312			3,638		(1,669		)	6,458		Total expenses		8			56			1,437			1,088			(585		)	2,004
Income (loss) before income taxes and equity in earnings of subsidiaries	Income (loss) before income taxes and equity in earnings of subsidiaries		(23		)	(154		)	(152		)	651		—			322		Income (loss) before income taxes and equity in earnings of subsidiaries		(8		)	(56		)	(284		)	183			—			(165		)
Provision for (benefit from) income taxes	Provision for (benefit from) income taxes		(9		)	(61		)	119			79		—			128		Provision for (benefit from) income taxes		(2		)	(23		)	(39		)	6			—			(58		)
Equity in earnings of subsidiaries			208			301			572			—		(1,081		)	—
Net income			$	194		$	208		$	301		$	572	$	(1,081	)	$	194
Equity in earnings (loss) of subsidiaries																			Equity in earnings (loss) of subsidiaries		(101		)	(68		)	177			—			(8		)	—
Net income (loss)																			Net income (loss)		$	(107	)	$	(101	)	$	(68	)	$	177		$	(8	)	$	(107	)

Comprehensive income			$	294		$	307		$	403		$	672	$	(1,382	)	$	294
Comprehensive income (loss)																			Comprehensive income (loss)		$	(79	)	$	(74	)	$	(41	)	$	203		$	(88	)	$	(79	)

Three Months Ended ~~September 30, 2015~~March 31, 2016

Parent
Subsidiary
Issuers

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries
Eliminations Total
Revenues
Vehicle rental $ —
$ —
$ 1,196
$ 636
$ —
$ 1,832
Other —
—
336
951
(542 ) 745
Net revenues —
—
1,532
1,587
(542 ) 2,577

Expenses
Operating —
3
716
483
—
1,202
Vehicle depreciation and lease charges, net —
1
485
556
(487 ) 555
Selling, general and administrative 7
5
175
127
—
314
Vehicle interest, net —
—
53
77
(55 ) 75
Non-vehicle related depreciation and amortization —
—
33
23
—
56
Interest expense related to corporate debt, net:
Interest expense —
39
1
9
—
49
Intercompany interest expense (income) (3 ) (3 ) 5
1
—
—
Transaction-related costs, net —
2
2
4
—
8
Restructuring expense —
—
4
2
—
6
Total expenses 4
47
1,474
1,282
(542 ) 2,265
Income (loss) before income taxes and equity in earnings of subsidiaries (4 ) (47 ) 58
305
—
312
Provision for (benefit from) income taxes (1 ) (18 ) 101
46
—
128
Equity in earnings of subsidiaries 187
216
259
—
(662 ) —
Net income $ 184
$ 187
$ 216
$ 259
$ (662 ) $ 184

Comprehensive income $ 150
$ 155
$ 186
$ 228
$ (569 ) $ 150

~~Nine Months Ended September 30, 2015~~


			Parent			Subsidiary Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total				Parent			Subsidiary Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Revenues	Revenues																		Revenues
	Vehicle rental		$	—		$	—		$	3,193		$	1,491	$	—		$	4,684	Vehicle rental		$	—		$	—		$	929		$	399		$	—		$	1,328
	Other		—			—			910			2,570		(1,564		)	1,916		Other		—			—			271			794			(512		)	553
Net revenues	Net revenues		—			—			4,103			4,061		(1,564		)	6,600		Net revenues		—			—			1,200			1,193			(512		)	1,881

Expenses	Expenses																		Expenses
	Operating		1			12			1,978			1,288		—			3,279		Operating		1			10			628			401			—			1,040
	Vehicle depreciation and lease charges, net		—			1			1,397			1,487		(1,400		)	1,485		Vehicle depreciation and lease charges, net		—			—			461			467			(465		)	463
	Selling, general and administrative		24			11			477			331		—			843		Selling, general and administrative		10			5			149			105			—			269
	Vehicle interest, net		—			—			154			228		(164		)	218		Vehicle interest, net		—			—			45			67			(47		)	65
	Non-vehicle related depreciation and amortization		—			1			99			61		—			161		Non-vehicle related depreciation and amortization		—			1			37			23			—			61
	Interest expense related to corporate debt, net:																		Interest expense related to corporate debt, net:
		Interest expense	—			121			(6		)	31		—			146			Interest expense	—			39			1			10			—			50
		Intercompany interest expense (income)	(9		)	(8		)	11			6		—			—			Intercompany interest expense (income)	(3		)	(3		)	6			—			—			—
		Early extinguishment of debt	—			23			—			—		—			23		Restructuring expense		—			—			6			9			—			15
	Transaction-related costs, net		—			20			3			34		—			57		Transaction-related costs, net		—			1			—			3			—			4
	Restructuring expense		—			—			5			5		—			10
Total expenses	Total expenses		16			181			4,118			3,471		(1,564		)	6,222		Total expenses		8			53			1,333			1,085			(512		)	1,967
Income (loss) before income taxes and equity in earnings of subsidiaries	Income (loss) before income taxes and equity in earnings of subsidiaries		(16		)	(181		)	(15		)	590		—			378		Income (loss) before income taxes and equity in earnings of subsidiaries		(8		)	(53		)	(133		)	108			—			(86		)
Provision for (benefit from) income taxes	Provision for (benefit from) income taxes		(6		)	(165		)	162			69		—			60		Provision for (benefit from) income taxes		(3		)	(21		)	(5		)	(6		)	—			(35		)
Equity in earnings of subsidiaries			328			344			521			—		(1,193		)	—
Net income			$	318		$	328		$	344		$	521	$	(1,193	)	$	318
Equity in earnings (loss) of subsidiaries																			Equity in earnings (loss) of subsidiaries		(46		)	(14		)	114			—			(54		)	—
Net income (loss)																			Net income (loss)		$	(51	)	$	(46	)	$	(14	)	$	114		$	(54	)	$	(51	)

Comprehensive income	Comprehensive income		$	198		$	210		$	230		$	406	$	(846	)	$	198	Comprehensive income		$	19		$	24		$	58		$	185		$	(267	)	$	19

Consolidating Condensed Balance Sheets

As of ~~September 30, 2016~~March 31, 2017


		Parent		Subsidiary Issuers		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total			Parent			Subsidiary Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
Assets	Assets														Assets
Current assets:	Current assets:														Current assets:
	Cash and cash equivalents	$	3	$	526	$	—	$	456	$	—		$	985	Cash and cash equivalents	$	2		$	280		$	—	$	641	$	—		$	923
	Receivables, net	—		1		242		579		—			822		Receivables, net	—			—			216		502		—			718
	Other current assets	2		94		84		455		—			635		Other current assets	2			103			110		436		—			651
Total current assets	Total current assets	5		621		326		1,490		—			2,442		Total current assets	4			383			326		1,579		—			2,292

Property and equipment, net	Property and equipment, net	—		139		338		194		—			671		Property and equipment, net	—			155			332		197		—			684
Deferred income taxes	Deferred income taxes	20		1,183		256		—		(16		)	1,443		Deferred income taxes	19			1,348			272		—		(8		)	1,631
Goodwill	Goodwill	—		—		489		524		—			1,013		Goodwill	—			—			489		524		—			1,013
Other intangibles, net	Other intangibles, net	—		29		506		350		—			885		Other intangibles, net	—			28			496		335		—			859
Other non-current assets	Other non-current assets	72		17		19		116		—			224		Other non-current assets	75			26			16		78		—			195
Intercompany receivables	Intercompany receivables	169		353		1,298		1,131		(2,951		)	—		Intercompany receivables	175			365			1,478		945		(2,963		)	—
Investment in subsidiaries	Investment in subsidiaries	295		3,837		3,939		—		(8,071		)	—		Investment in subsidiaries	(49		)	3,679			3,723		—		(7,353		)	—
Total assets exclusive of assets under vehicle programs	Total assets exclusive of assets under vehicle programs	561		6,179		7,171		3,805		(11,038		)	6,678		Total assets exclusive of assets under vehicle programs	224			5,984			7,132		3,658		(10,324		)	6,674

Assets under vehicle programs:	Assets under vehicle programs:														Assets under vehicle programs:
	Program cash	—		—		—		126		—			126		Program cash	—			—			—		142		—			142
	Vehicles, net	—		15		71		11,638		—			11,724		Vehicles, net	—			37			69		11,380		—			11,486
	Receivables from vehicle manufacturers and other	—		1		—		585		—			586		Receivables from vehicle manufacturers and other	—			2			1		278		—			281
	Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party	—		—		—		361		—			361		Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party	—			—			—		395		—			395
		—		16		71		12,710		—			12,797			—			39			70		12,195		—			12,304
Total assets	Total assets	$	561	$	6,195	$	7,242	$	16,515	$	(11,038	)	$	19,475	Total assets	$	224		$	6,023		$	7,202	$	15,853	$	(10,324	)	$	18,978

Liabilities and stockholders’ equity	Liabilities and stockholders’ equity														Liabilities and stockholders’ equity
Current liabilities:	Current liabilities:														Current liabilities:
	Accounts payable and other current liabilities	$	19	$	211	$	541	$	942	$	—		$	1,713	Accounts payable and other current liabilities	$	13		$	195		$	568	$	813	$	—		$	1,589
	Short-term debt and current portion of long-term debt	—		16		4		318		—			338		Short-term debt and current portion of long-term debt	—			266			3		205		—			474
Total current liabilities	Total current liabilities	19		227		545		1,260		—			2,051		Total current liabilities	13			461			571		1,018		—			2,063

Long-term debt	Long-term debt	—		2,985		2		541		—			3,528		Long-term debt	—			2,918			3		585		—			3,506
Other non-current liabilities	Other non-current liabilities	68		90		243		378		(16		)	763		Other non-current liabilities	70			86			237		362		(8		)	747
Intercompany payables	Intercompany payables	—		2,597		353		1		(2,951		)	—		Intercompany payables	—			2,597			365		1		(2,963		)	—
Total liabilities exclusive of liabilities under vehicle programs	Total liabilities exclusive of liabilities under vehicle programs	87		5,899		1,143		2,180		(2,967		)	6,342		Total liabilities exclusive of liabilities under vehicle programs	83			6,062			1,176		1,966		(2,971		)	6,316

Liabilities under vehicle programs:	Liabilities under vehicle programs:														Liabilities under vehicle programs:
	Debt	—		1		68		2,897		—			2,966		Debt	—			10			64		2,321		—			2,395
	Due to Avis Budget Rental Car Funding (AESOP) LLC-related party	—		—		—		7,134		—			7,134		Due to Avis Budget Rental Car Funding (AESOP) LLC-related party	—			—			—		7,106		—			7,106
Deferred income taxes	Deferred income taxes	—		—		2,194		176		—			2,370		Deferred income taxes	—			—			2,283		170		—			2,453
Other	Other	—		—		—		189		—			189		Other	—			—			—		567		—			567
		—		1		2,262		10,396		—			12,659			—			10			2,347		10,164		—			12,521
Total stockholders’ equity	Total stockholders’ equity	474		295		3,837		3,939		(8,071		)	474		Total stockholders’ equity	141			(49		)	3,679		3,723		(7,353		)	141
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	561	$	6,195	$	7,242	$	16,515	$	(11,038	)	$	19,475	Total liabilities and stockholders’ equity	$	224		$	6,023		$	7,202	$	15,853	$	(10,324	)	$	18,978

As of December 31, ~~2015~~2016


		Parent		Subsidiary Issuers		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total			Parent		Subsidiary Issuers		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
Assets	Assets														Assets
Current assets:	Current assets:														Current assets:
	Cash and cash equivalents	$	4	$	70	$	—	$	378	$	—		$	452	Cash and cash equivalents	$	3	$	12	$	—	$	475	$	—		$	490
	Receivables, net	—		—		212		456		—			668		Receivables, net	—		—		231		577		—			808
	Other current assets	2		78		83		344		—			507		Other current assets	2		101		90		326		—			519
Total current assets	Total current assets	6		148		295		1,178		—			1,627		Total current assets	5		113		321		1,378		—			1,817

Property and equipment, net	Property and equipment, net	—		134		345		202		—			681		Property and equipment, net	—		148		341		196		—			685
Deferred income taxes	Deferred income taxes	20		1,246		253		—		(31		)	1,488		Deferred income taxes	20		1,219		268		—		(14		)	1,493
Goodwill	Goodwill	—		—		487		486		—			973		Goodwill	—		—		489		518		—			1,007
Other intangibles, net	Other intangibles, net	—		30		525		362		—			917		Other intangibles, net	—		28		502		340		—			870
Other non-current assets	Other non-current assets	93		15		17		107		—			232		Other non-current assets	75		24		16		78		—			193
Intercompany receivables	Intercompany receivables	160		367		1,070		696		(2,293		)	—		Intercompany receivables	171		359		1,466		670		(2,666		)	—
Investment in subsidiaries	Investment in subsidiaries	272		3,426		3,680		—		(7,378		)	—		Investment in subsidiaries	42		3,717		3,698		—		(7,457		)	—
Total assets exclusive of assets under vehicle programs	Total assets exclusive of assets under vehicle programs	551		5,366		6,672		3,031		(9,702		)	5,918		Total assets exclusive of assets under vehicle programs	313		5,608		7,101		3,180		(10,137		)	6,065

Assets under vehicle programs:	Assets under vehicle programs:														Assets under vehicle programs:
	Program cash	—		—		—		258		—			258		Program cash	—		—		—		225		—			225
	Vehicles, net	—		18		78		10,562		—			10,658		Vehicles, net	—		24		70		10,370		—			10,464
	Receivables from vehicle manufacturers and other	—		—		—		438		—			438		Receivables from vehicle manufacturers and other	—		1		—		526		—			527
	Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party	—		—		—		362		—			362		Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party	—		—		—		362		—			362
		—		18		78		11,620		—			11,716			—		25		70		11,483		—			11,578
Total assets	Total assets	$	551	$	5,384	$	6,750	$	14,651	$	(9,702	)	$	17,634	Total assets	$	313	$	5,633	$	7,171	$	14,663	$	(10,137	)	$	17,643

Liabilities and stockholders’ equity	Liabilities and stockholders’ equity														Liabilities and stockholders’ equity
Current liabilities:	Current liabilities:														Current liabilities:
	Accounts payable and other current liabilities	$	24	$	180	$	471	$	810	$	—		$	1,485	Accounts payable and other current liabilities	$	23	$	189	$	512	$	764	$	—		$	1,488
	Short-term debt and current portion of long-term debt	—		14		5		7		—			26		Short-term debt and current portion of long-term debt	—		264		3		12		—			279
Total current liabilities	Total current liabilities	24		194		476		817		—			1,511		Total current liabilities	23		453		515		776		—			1,767

Long-term debt	Long-term debt	—		2,932		2		501		—			3,435		Long-term debt	—		2,730		3		511		—			3,244
Other non-current liabilities	Other non-current liabilities	88		85		237		355		(31		)	734		Other non-current liabilities	69		88		253		368		(14		)	764
Intercompany payables	Intercompany payables	—		1,897		336		60		(2,293		)	—		Intercompany payables	—		2,306		359		1		(2,666		)	—
Total liabilities exclusive of liabilities under vehicle programs	Total liabilities exclusive of liabilities under vehicle programs	112		5,108		1,051		1,733		(2,324		)	5,680		Total liabilities exclusive of liabilities under vehicle programs	92		5,577		1,130		1,656		(2,680		)	5,775

Liabilities under vehicle programs:	Liabilities under vehicle programs:														Liabilities under vehicle programs:
	Debt	—		4		74		1,986		—			2,064		Debt	—		14		66		2,103		—			2,183
	Due to Avis Budget Rental Car Funding (AESOP) LLC-related party	—		—		—		6,796		—			6,796		Due to Avis Budget Rental Car Funding (AESOP) LLC-related party	—		—		—		6,695		—			6,695
	Deferred income taxes	—		—		2,199		168		—			2,367		Deferred income taxes	—		—		2,258		171		—			2,429
	Other	—		—		—		288		—			288		Other	—		—		—		340		—			340
		—		4		2,273		9,238		—			11,515			—		14		2,324		9,309		—			11,647
Total stockholders’ equity	Total stockholders’ equity	439		272		3,426		3,680		(7,378		)	439		Total stockholders’ equity	221		42		3,717		3,698		(7,457		)	221
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	551	$	5,384	$	6,750	$	14,651	$	(9,702	)	$	17,634	Total liabilities and stockholders’ equity	$	313	$	5,633	$	7,171	$	14,663	$	(10,137	)	$	17,643

Consolidating Condensed Statements of Cash Flows

~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017



	Parent			Subsidiary Issuers			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net cash provided by (used in) operating activities	$	7		$	(130	)	$	24		$	546		$	—		$	447

Investing activities
Property and equipment additions	—			(8		)	(19		)	(15		)	—			(42		)
Proceeds received on asset sales	—			1			—			1			—			2
Intercompany loan receipts (advances)	—			—			—			(270		)	270			—
Other, net	53			—			—			—			(53		)	—
Net cash provided by (used in) investing activities exclusive of vehicle programs	53			(7		)	(19		)	(284		)	217			(40		)

Vehicle programs:
Decrease in program cash	—			—			—			87			—			87
Investment in vehicles	—			—			(1		)	(3,943		)	—			(3,944		)
Proceeds received on disposition of vehicles	—			8			—			2,950			—			2,958
Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party	—			—			—			(33		)	—			(33		)
	—			8			(1		)	(939		)	—			(932		)
Net cash provided by (used in) investing activities	53			1			(20		)	(1,223		)	217			(972		)

Financing activities
Proceeds from long-term borrowings	—			325			—			265			—			590
Payments on long-term borrowings	—			(142		)	(1		)	—			—			(143		)
Intercompany loan borrowings (payments)	—			270			—			—			(270		)	—
Repurchases of common stock	(61		)	—			—			—			—			(61		)
Debt financing fees	—			(3		)	—			(4		)	—			(7		)
Other, net	—			(53		)	—			—			53			—
Net cash provided by (used in) financing activities exclusive of vehicle programs	(61		)	397			(1		)	261			(217		)	379

Vehicle programs:
Proceeds from borrowings	—			—			—			5,812			—			5,812
Payments on borrowings	—			—			(3		)	(5,233		)	—			(5,236		)
Debt financing fees	—			—			—			(5		)	—			(5		)
	—			—			(3		)	574			—			571
Net cash provided by (used in) financing activities	(61		)	397			(4		)	835			(217		)	950

Effect of changes in exchange rates on cash and cash equivalents	—			—			—			8			—			8

Net increase (decrease) in cash and cash equivalents	(1		)	268			—			166			—			433
Cash and cash equivalents, beginning of period	3			12			—			475			—			490
Cash and cash equivalents, end of period	$	2		$	280		$	—		$	641		$	—		$	923

Three Months Ended March 31, 2016

Parent
Subsidiary
Issuers

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Eliminations Total
Net cash provided by operating activities $ 195
$ 372
$ 50
$ 1,679
$ (195 ) $ 2,101

Investing activities
Property and equipment additions —
(15 ) (63 ) (47 ) —
(125 )
Proceeds received on asset sales —
5
1
4
—
10
Net assets acquired (net of cash acquired) —
—
(1 ) (3 ) —
(4 )
Intercompany loan receipts (advances) —
—
28
(337 ) 309
—
Other, net 93
(1 ) —
5
(93 ) 4
Net cash provided by (used in) investing activities exclusive of vehicle programs 93
(11 ) (35 ) (378 ) 216
(115 )

Vehicle programs:
Decrease in program cash —
—
—
138
—
138
Investment in vehicles —
(3 ) (4 ) (10,144 ) —
(10,151 )
Proceeds received on disposition of vehicles —
25

7,348
—
7,373
—
22
(4 ) (2,658 ) —
(2,640 )
Net cash provided by (used in) investing activities 93
11
(39 ) (3,036 ) 216
(2,755 )

Financing activities
Proceeds from long-term borrowings —
557
—
339
—
896
Payments on long-term borrowings —
(523 ) (3 ) (1 ) —
(527 )
Net change in short-term borrowings —
—
—
1
—
1
Intercompany loan borrowings (payments) —
337
—
(28 ) (309 ) —
Repurchases of common stock (289 ) —
—
—
—
(289 )
Debt financing fees —
(10 ) —
(5 ) —
(15 )
Other, net —
(288 ) —
—
288
—
Net cash provided by (used in) financing activities exclusive of vehicle programs (289 ) 73
(3 ) 306
(21 ) 66

Vehicle programs:
Proceeds from borrowings —
—
—
11,879
—
11,879
Payments on borrowings —
—
(7 ) (10,745 ) —
(10,752 )
Debt financing fees —
—
(1 ) (19 )

(20 )
—
—
(8 ) 1,115
—
1,107
Net cash provided by (used in) financing activities (289 ) 73
(11 ) 1,421
(21 ) 1,173

Effect of changes in exchange rates on cash and cash equivalents —
—
—
14
—
14

Net increase (decrease) in cash and cash equivalents (1 ) 456
—
78
—
533
Cash and cash equivalents, beginning of period 4
70
—
378
—
452
Cash and cash equivalents, end of period $ 3
$ 526
$ —
$ 456
$ —
$ 985

~~Nine Months Ended September 30, 2015~~


	Parent			Subsidiary Issuers			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total			Parent			Subsidiary Issuers			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net cash provided by operating activities	$	60		$	270		$	104		$	1,604		$	—		$	2,038
Net cash provided by (used in) operating activities																			$	9		$	17		$	(2	)	$	448		$	—		$	472

Investing activities
Property and equipment additions	—			(17		)	(64		)	(45		)	—			(126		)	—			(4		)	(21		)	(15		)	—			(40		)
Proceeds received on asset sales	—			4			—			4			—			8			—			2			—			1			—			3
Net assets acquired (net of cash acquired)	—			(8		)	(3		)	(214		)	—			(225		)	—			—			—			(1		)	—			(1		)
Intercompany loan receipts (advances)	—			(30		)	(94		)	—			124			—			—			—			27			—			(27		)	—
Other, net	212			(107		)	1			3			(106		)	3			86			—			—			—			(86		)	—
Net cash provided by (used in) investing activities exclusive of vehicle programs	212			(158		)	(160		)	(252		)	18			(340		)	86			(2		)	6			(15		)	(113		)	(38		)

Vehicle programs:
Increase in program cash	—			—			—			(71		)	—			(71		)
Decrease in program cash																			—			—			—			198			—			198
Investment in vehicles	—			(1		)	(3		)	(9,758		)	—			(9,762		)	—			—			(1		)	(4,139		)	—			(4,140		)
Proceeds received on disposition of vehicles	—			15			—			6,741			—			6,756			—			11			—			2,765			—			2,776
	—			14			(3		)	(3,088		)	—			(3,077		)	—			11			(1		)	(1,176		)	—			(1,166		)
Net cash provided by (used in) investing activities	212			(144		)	(163		)	(3,340		)	18			(3,417		)	86			9			5			(1,191		)	(113		)	(1,204		)

Financing activities
Proceeds from long-term borrowings	—			375			—			2			—			377			—			350			—			—			—			350
Payments on long-term borrowings	—			(253		)	(4		)	(33		)	—			(290		)	—			(4		)	(1		)	—			—			(5		)
Net change in short-term borrowings	—			—			—			(23		)	—			(23		)	—			—			—			1			—			1
Intercompany loan borrowings (payments)	—			—			—			124			(124		)	—			—			—			—			(27		)	27			—
Repurchases of common stock	(270		)	—			—			—			—			(270		)	(95		)	—			—			—			—			(95		)
Debt financing fees	—			(7		)	—			—			—			(7		)	—			(5		)	—			—			—			(5		)
Other, net	—			(212		)	70			36			106			—			—			(86		)	—			—			86			—
Net cash provided by (used in) financing activities exclusive of vehicle programs	(270		)	(97		)	66			106			(18		)	(213		)	(95		)	255			(1		)	(26		)	113			246

Vehicle programs:
Proceeds from borrowings	—			—			—			11,532			—			11,532			—			—			—			4,694			—			4,694
Payments on borrowings	—			—			(7		)	(9,926		)	—			(9,933		)	—			—			(2		)	(3,794		)	—			(3,796		)
Debt financing fees	—			—			—			(17		)	—			(17		)	—			—			—			(6		)	—			(6		)
	—			—			(7		)	1,589			—			1,582			—			—			(2		)	894			—			892
Net cash provided by (used in) financing activities	(270		)	(97		)	59			1,695			(18		)	1,369			(95		)	255			(3		)	868			113			1,138

Effect of changes in exchange rates on cash and cash equivalents	—			—			—			(29		)	—			(29		)	—			—			—			18			—			18

Net increase (decrease) in cash and cash equivalents	2			29			—			(70		)	—			(39		)
Net increase in cash and cash equivalents																			—			281			—			143			—			424
Cash and cash equivalents, beginning of period	2			210			—			412			—			624			4			70			—			378			—			452
Cash and cash equivalents, end of period	$	4		$	239		$	—		$	342		$	—		$	585		$	4		$	351		$	—		$	521		$	—		$	876


16.	Subsequent Events

In ~~October 2016, the Company amended its senior revolving credit facility and extended its maturity by two years, to 2021.~~

~~In October 2016,~~April 2017, the Company redeemed ~~€275~~its outstanding €175 million principal amount of ~~its~~ 6% ~~Euro-denominated~~euro-denominated Senior Notes due 2021 for ~~€287~~€180 million plus accrued interest.

In May 2017, the Company accelerated the expiration of its short-term stockholder rights plan from January 22, 2018 to May 3, 2017 and entered into a new shareholder agreement with SRS Investment Management LLC and certain of its affiliates.

* * * *


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

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes thereto included elsewhere herein, and with our ~~2015~~2016 Form 10-K. Our actual results of operations may differ materially from those discussed in forward-looking statements as a result of various factors, including but not limited to those included elsewhere in this Quarterly Report on Form 10-Q and those included in the “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”,~~Operations,” “Risk Factors” and other portions of our ~~2015~~2016 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.

OVERVIEW

Our Company

We operate three of the most recognized brands in the global vehicle rental and car sharing industry, Avis, Budget and Zipcar. We are a leading vehicle rental operator in North America, Europe, Australia, New Zealand and certain other regions we serve, with an average rental fleet of more than ~~580,000~~600,000 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, consisting primarily of our vehicle rental operations in North America, South America, Central America and the Caribbean, and our car sharing operations in certain of these markets; and International, consisting primarily of our vehicle rental operations in Europe, the Middle East, Africa, Asia, Australia and New Zealand, and our car sharing operations in certain of these markets.

Business and Trends

Our revenues are derived principally from vehicle rentals in our Company-owned operations and include:

time and mileage (“T&M”) fees charged to our customers for vehicle rentals;

payments from our customers with respect to certain operating expenses we incur, including gasoline and vehicle licensing fees, as well as concession fees, which we pay in exchange for the right to operate at airports and other locations;

sales of loss damage waivers and insurance and rentals of navigation units and other items in conjunction with vehicle rentals; and

royalty revenue from our licensees in conjunction with their vehicle rental transactions.

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.

We believe that the following factors, among others, may affect our financial condition and results of operations:

general travel demand, including worldwide enplanements;

fleet, pricing, marketing and strategic decisions made by us and by our competitors;

changes in fleet costs and in conditions in the used vehicle marketplace, as well as manufacturer recalls;

changes in borrowing costs and in market willingness to purchase corporate and vehicle-related debt;

demand for truck rentals and car sharing services;

changes in the price of gasoline; and

changes in currency exchange rates.

~~Throughout 2016,~~Thus far in 2017, we have operated in an uncertain and uneven economic environment marked by heightened geopolitical ~~risks.~~risks and soft used-vehicle residual values. Nonetheless, we continue to anticipate that worldwide demand for vehicle rental and car sharing services will increase in ~~2016,~~2017, most likely against a backdrop of modest and uneven global economic ~~growth.~~growth and a stabilization of vehicle residual values. Our access to new fleet vehicles has been adequate to meet our needs for both replacement of existing vehicles in the normal course and for growth to meet incremental demand, and we expect that to continue to be the case. We will look to pursue opportunities for pricing increases ~~in the remaining months of 2016 and~~ in 2017 in order to enhance our returns on invested capital and profitability.

Our objective is to focus on strategically accelerating our growth, strengthening our global position as a leading provider of vehicle rental services, continuing to enhance our customers’ rental experience, and controlling costs and driving efficiency throughout the organization. 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 our operations, appropriate investments in technology and adjustments in the size, nature and terms of our relationships with vehicle manufacturers.

During ~~2016:~~2017:

Our net revenues totaled ~~$6.8~~$1.8 billion in the ~~first nine~~three months ~~of the year~~ended March 31, 2017 and ~~grew 3%~~decreased 2% compared to the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2016.

In the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, our net ~~income~~loss was ~~$194~~$107 million, representing a ~~$124~~$56 million year-over-year decline in earnings, and our Adjusted EBITDA was ~~$717~~a loss of $27 million, representing a ~~$58~~$71 million year-over-year decline, due to lower pricing and higher per-unit fleet costs, partially offset by increased rental volumes and ~~a $28~~an $18 million ~~(4%) negative~~favorable impact from currency exchange rate ~~movements, partially offset by increased rental volume.~~movements.

In the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, we repurchased approximately ~~$290~~$50 million of our common stock, reducing our shares outstanding by approximately ~~9.5~~1.5 million shares, or ~~10%~~2%.

WeIn March 2017, we issued ~~$350~~€250 million of 6⅜4½% euro-denominated Senior Notes due ~~2024,~~2025 and $188 million of incremental term loan borrowings, the proceeds of which ~~were~~will be used ~~primarily~~ to redeem all ~~$300 million of our outstanding 4⅞% Senior Notes due 2017.~~

~~We issued €300 million of 4~~⅛~~% Euro-denominated Senior Notes due 2024, the proceeds of which have been used in October primarily to redeem €275 million~~ of our outstanding 6% ~~Euro-denominated~~euro-denominated Senior Notes due ~~2021.~~

~~We extended the maturity date for~~ ~~$825 million~~ ~~of our existing~~ ~~$970 million~~ ~~of corporate term loan borrowings by three years, to March 2022.~~

~~In the three months ended September 30, 2016, our net income was $209 million, representing a $25 million year-over-year increase in earnings,~~2021 and our ~~Adjusted EBITDA was $469 million, representing~~Floating Rate Senior Notes due 2017. As a ~~$38 million year-over-year increase and the highest quarterly Adjusted EBITDA in our history as a stand-alone vehicle rental services company.~~result of these transactions, we will have no significant corporate debt maturities until 2022.

RESULTS OF OPERATIONS

We measure performance principally using the following key operating statistics: (i) rental days, which represents the total number of days (or portion thereof) a vehicle was rented, and (ii) T&M revenue per rental day, which represents the average daily revenue we earned from rental and mileage fees charged to our customers, both of which exclude our U.S. truck rental and Zipcar car sharing operations. We also measure our ancillary revenues (rental-transaction revenue other than T&M revenue), such as from the sale of collision and loss damage waivers, insurance products, fuel service options and portable GPS navigation unit rentals. Our vehicle rental operating statistics (rental days and T&M revenue per rental day) are all calculated based on the actual rental of the vehicle during a 24-hour period. We believe that this methodology provides our management with the most relevant statistics in order to manage the business. Our calculation may not be comparable to other companies’ calculation of similarly-titled statistics. In addition, per-unit fleet costs exclude our U.S. truck rental operations. We present currency exchange rate impacts to provide a method of assessing how our business performed excluding the effects of foreign currency rate fluctuations. Currency exchange rate impacts 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 expense, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, charges for unprecedented personal-injury legal matters and income taxes. Charges for unprecedented personal-injury legal matters are recorded within operating expenses in our consolidated condensed statement of comprehensive income. We believe Adjusted EBITDA is useful as a supplemental measure in evaluating the aggregate performance of our operating businesses and in comparing our results from period to period. We believe that Adjusted EBITDA is useful to investors because it allows investors to assess our financial condition and results of operations 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.

Three Months Ended ~~September 30, 2016~~March 31, 2017 vs. Three Months Ended ~~September 30, 2015~~March 31, 2016

Our consolidated results of operations comprised the following:


		Three Months Ended September 30,										Three Months Ended March 31,
		2016		2015		Change			% Change			2017			2016			Change			% Change
Revenues	Revenues										Revenues
	Vehicle rental	$	1,871	$	1,832	$	39		2	%	Vehicle rental	$	1,286		$	1,328		$	(42	)	(3	%)
	Other	785		745		40			5	%	Other	553			553			—			0	%
Net revenues	Net revenues	2,656		2,577		79			3	%	Net revenues	1,839			1,881			(42		)	(2	%)

Expenses	Expenses										Expenses
	Operating	1,219		1,202		17			1	%	Operating	1,049			1,040			9			1	%
	Vehicle depreciation and lease charges, net	576		555		21			4	%	Vehicle depreciation and lease charges, net	504			463			41			9	%
	Selling, general and administrative	315		314		1			0	%	Selling, general and administrative	262			269			(7		)	(3	%)
	Vehicle interest, net	77		75		2			3	%	Vehicle interest, net	64			65			(1		)	(2	%)
	Non-vehicle related depreciation and amortization	63		56		7			13	%	Non-vehicle related depreciation and amortization	63			61			2			3	%
	Interest expense related to corporate debt, net	51		49		2			4	%	Interest expense related to corporate debt, net:
	Restructuring expense	6		6		—			0	%	Interest expense	49			50			(1		)	(2	%)
	Transaction-related costs, net	4		8		(4		)	(50	%)	Early extinguishment of debt	3			—			3			*
											Restructuring expense	7			15			(8		)	(53	%)
											Transaction-related costs, net	3			4			(1		)	(25	%)
Total expenses	Total expenses	2,311		2,265		46			2	%	Total expenses	2,004			1,967			37			2	%

Income before income taxes		345		312		33			11	%
Provision for income taxes		136		128		8			6	%
Loss before income taxes											Loss before income taxes	(165		)	(86		)	(79		)	*
Benefit from income taxes											Benefit from income taxes	(58		)	(35		)	(23		)	*

Net income		$	209	$	184	$	25		14	%
Net loss											Net loss	$	(107	)	$	(51	)	$	(56	)	*

__________


*	Not meaningful

The first quarter is typically a seasonally slower and lower-margin period for our business. First quarter results are not indicative of the full year. The shift in Easter from first quarter 2016 to second quarter 2017 also negatively impacted our first quarter 2017 results.

During ~~third~~first quarter ~~2016,~~2017, our net revenues ~~increased~~decreased as a result of a ~~2% increase in total rental days and a 1% increase~~5% decline in pricing, partially offset by ~~a $6 million negative impact from currency~~3% increase in rental volumes. Currency exchange rate ~~movements.~~movements negatively impacted revenues by $5 million.

Total expenses increased as a result of ~~increased volumes, including~~ a ~~2% increase in our car rental fleet, and a 2%~~4% increase in per-unit fleet ~~costs. These increases were~~costs, partially offset by ~~an $8~~a $27 million (1%) favorable impact on expenses from currency exchange rate movements. Our effective tax rates were ~~provisions~~benefits of ~~39%~~35% and 41% for the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ respectively. As a result of the ~~increase~~decrease in our net revenues and these items, our net ~~income~~loss increased by ~~$25~~$56 million.

For the three months ended ~~September 30,~~March 31, 2017, the Company reported a loss of $1.25 per diluted share, which includes after-tax charges for legal matters of ($0.09) per share, after-tax restructuring expense of ($0.05) per share, after-tax transaction-related costs of ($0.03) per share and after-tax debt extinguishment costs of ($0.02) per share. For the three months ended March 31, 2016, the Company reported ~~earnings~~a loss of ~~$2.28~~$0.53 per diluted share, which includes after-tax restructuring expense of ($~~0.05)~~0.12) per share and after-tax transaction-related costs of ($0.04) per share. For the three months ended September 30, 2015, the Company reported earnings of $1.77 per diluted share, which includes after-tax transaction-related costs of ($0.06) per share and after-tax restructuring expense of ($0.05)0.03) per share.

In the three months ended ~~September 30, 2016:~~March 31, 2017:

Operating expenses ~~decreased~~increased to ~~45.9%~~57.1% of revenue from ~~46.6%~~55.3% in ~~third~~first quarter ~~2015,~~2016, primarily due to ~~increased rental volumes, higher pricing and efficiency initiatives.~~lower pricing.

Vehicle depreciation and lease charges ~~were 21.7%~~increased to 27.4% of revenue ~~compared~~from 24.6% in first quarter 2016, due to ~~21.5% in third quarter 2015.~~higher per-unit fleet costs and lower pricing.

Selling, general and administrative costs ~~decreased to 11.9%~~were 14.2% of revenue ~~from 12.2%~~compared to 14.3% in ~~third~~first quarter ~~2015.~~2016.

Vehicle interest costs ~~at 2.9%~~were 3.5% of revenue ~~remained level~~ compared to 3.4% in the prior-year period.

Following is a more detailed discussion of the results of each of our reportable segments:


			Revenues						Adjusted EBITDA										Revenues						Adjusted EBITDA
			2016		2015		% Change		2016			2015			% Change				2017		2016		% Change		2017			2016			% Change
Americas	Americas		$	1,821	$	1,776	3	%	$	306		$	279		10	%	Americas		$	1,314	$	1,364	(4	%)	$	(20	)	$	63		*
International	International		835		801		4	%	179			168			7	%	International		525		517		2	%	7			1			*
Corporate and Other ^(a)	Corporate and Other ^(a)		—		—		*		(16		)	(16		)	*		Corporate and Other ^(a)		—		—		*		(14		)	(20		)	*
	Total Company		$	2,656	$	2,577	3	%	469			431			9	%	Total Company		$	1,839	$	1,881	(2	%)	(27		)	44			*

Less:	Less:	Non-vehicle related depreciation and amortization							63			56					Less:	Non-vehicle related depreciation and amortization							63			61
		Interest expense related to corporate debt, net							51			49						Interest expense related to corporate debt, net:
		Restructuring expense							6			6						Interest expense							49			50
		Transaction-related costs, net ^(b)							4			8						Early extinguishment of debt							3			—
Income before income taxes									$	345		$	312
																		Restructuring expense							7			15
																		Transaction-related costs, net ^(b)							3			4
																		Charges for legal matter ^(c)							13			—
Loss before income taxes																	Loss before income taxes								$	(165	)	$	(86	)

__________


*	Not meaningful.


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


^(b)	Primarily comprised of acquisition- and integration-related expenses.


^(c)	Reported within operating expenses in our consolidated results of operations.

Americas


	2016		2015		% Change		2017			2016		% Change
Revenue	$	1,821	$	1,776	3	%	$	1,314		$	1,364	(4	%)
Adjusted EBITDA	306		279		10	%	(20		)	63		*

__________


*	Not meaningful.

Revenues ~~increased 3%~~decreased 4% in ~~third~~first quarter ~~2016~~2017 compared with ~~third~~first quarter ~~2015,~~2016, primarily due to a 2%4% decrease in pricing, partially offset by a 1% increase in ~~pricing and 2% growth~~rental volumes despite the leap-year impact of an extra day in ~~rental volumes.~~first quarter 2016. Currency movements favorably impacted revenues by $3 million.

Adjusted EBITDA ~~increased 10%~~decreased $83 million in ~~third~~first quarter 2017 compared with first quarter 2016, ~~compared with third quarter 2015,~~ due to ~~higher~~lower pricing and a 7% increase in per-unit fleet costs, partially offset by an increase in rental volumes and ~~cost savings, partially offset by~~ a ~~2% increase in per-unit fleet costs.~~$2 million favorable impact from currency movements.

In the three months ended ~~September 30, 2016:~~March 31, 2017:

Operating expenses ~~decreased~~increased to ~~46.2%~~55.6% of revenue from ~~46.9%~~52.9% in ~~third quarter 2015, due to higher pricing and efficiency initiatives.~~

~~Vehicle depreciation and lease charges were 23.3% of revenue compared to 23.2% in the prior-year period.~~

~~Selling, general and administrative costs were 10.4% of revenue, a decrease from 10.9% in third quarter 2015, due to higher pricing and expense-reduction efforts.~~

~~Vehicle interest costs, at 3.4% of revenue, remained level compared to third quarter 2015.~~

~~International~~

2016 2015 % Change
Revenue $ 835
$ 801
4 %
Adjusted EBITDA 179
168
7 %

~~Revenues increased 4% in third~~first quarter 2016, ~~compared to third quarter 2015,~~ due to ~~a 4% increase in rental volumes, partially offset by a 2% decrease in pricing and a $5 million (1%) negative impact from currency exchange rate movements.~~

Adjusted EBITDA increased 7% in third quarter 2016 compared to third quarter 2015, due to increased rental volumes and a $2 million (1%) favorable impact from currency exchange rate movements, partially offset by lower pricing and a 2% increase in per-unit fleet costs.

~~In the three months ended September 30, 2016:~~

~~Operating expenses decreased to 45.1% of revenue from 45.9% in the prior-year period, due to increased rental volumes and ancillary revenues and efficiency initiatives, partially offset by~~ lower pricing.

Vehicle depreciation and lease charges increased to ~~18.2%~~30.2% of revenue from ~~17.8% in third quarter 2015, primarily due to higher per-unit fleet costs.~~

~~Selling, general and administrative costs were 13.5% of revenue compared to 13.6%~~26.6% in the prior-year ~~period.~~

~~Vehicle interest costs were 1.8% of revenue compared to 1.9% in third quarter 2015.~~

~~Nine Months Ended September 30, 2016 vs. Nine Months Ended September 30, 2015~~

~~Our consolidated results of operations comprised the following:~~

Nine Months Ended
September 30,
2016 2015 Change % Change
Revenues
Vehicle rental $ 4,772
$ 4,684
$ 88
2 %
Other 2,008
1,916
92
5 %
Net revenues 6,780
6,600
180
3 %

Expenses
Operating 3,381
3,279
102
3 %
Vehicle depreciation and lease charges, net 1,571
1,485
86
6 %
Selling, general and administrative 896
843
53
6 %
Vehicle interest, net 215
218
(3 ) (1 %)
Non-vehicle related depreciation and amortization 189
161
28
17 %
Interest expense related to corporate debt, net:
Interest expense 157
146
11
8 %
Early extinguishment of debt 10
23
(13 ) (57 %)
Restructuring expense 26
10
16
*
Transaction-related costs, net 13
57
(44 ) (77 %)
Total expenses 6,458
6,222
236
4 %

Income before income taxes 322
378
(56 ) (15 %)
Provision for income taxes 128
60
68
*

Net income $ 194
$ 318
$ (124 ) (39 %)

~~_________~~


*	~~Not meaningful~~

During the nine months ended September 30, 2016, our net revenues increased as a result of a 4% increase in total rental days, partially offset by a 2% decrease in pricing (including a $30 million (1%) negative impact from currency exchange rate movements).

Total expenses increased as a result of increased volumes, including a 3% increase in our car rental fleet, increased marketing costs and commissions and increased vehicle maintenance and damage expense, as well as a 2% increase in per-unit fleet costs (including a 1% favorable impact from currency exchange rates). These increases were partially offset by an approximately $27 million favorable impact on expenses from currency exchange rate movements. Our effective tax rates were provisions of 40% and 16%, for the nine months ended September 30, 2016 and 2015, respectively, which included a $98 million income tax benefit related to the resolution of a prior-year tax matter for the nine months ended September 30, 2015. As a result of the increase in our net revenues and these items, our net income decreased by $124 million.

For the nine months ended September 30, 2016, the Company reported earnings of $2.05 per diluted share, which includes after-tax restructuring expense of ($0.20) per share, after-tax transaction-related costs of ($0.11) per share and after-tax debt extinguishment costs of ($0.07) per share. For the nine months ended September 30, 2015, the Company reported earnings of $3.00 per diluted share, which includes after-tax transaction-related costs of ($0.43) per share, after-tax debt extinguishment costs of ($0.13) per share, after-tax restructuring expense of ($0.07) per share and an income tax benefit related to resolution of a prior-year tax matter of $0.92 per share.

~~In the nine months ended September 30, 2016:~~

~~Operating expenses were 49.9% of revenue compared to 49.7% in the prior-year period.~~

~~Vehicle depreciation and lease charges increased to 23.2% of revenue from 22.5% in the nine months ended September 30, 2015, primarily~~period, due to higher per-unit fleet costs and lower ~~pricing, partially offset by higher utilization.~~pricing.

Selling, general and administrative costs increased to ~~13.2%~~12.8% of revenue from ~~12.8%~~12.0% in ~~the prior-year period, primarily~~first quarter 2016, due to ~~increased marketing costs and commissions and~~ lower pricing.

Vehicle interest costs ~~were 3.2%~~increased to 4.0% of revenue compared to ~~3.3%~~3.8% in ~~the prior-year period.~~first quarter 2016.

~~Following is a more detailed discussion of the results of each of our reportable segments:~~ International

Revenues Adjusted EBITDA
2016 2015 % Change 2016 2015 % Change
Americas $ 4,778
$ 4,707
2 % $ 532
$ 572
(7 %)
International 2,002
1,893
6 % 237
245
(3 %)
Corporate and Other ^(a)
—
—
*
(52 ) (42 ) *
Total Company $ 6,780
$ 6,600
3 % 717
775
(7 %)

Less: Non-vehicle related depreciation and amortization 189
161

Interest expense related to corporate debt, net:
Interest expense 157
146

Early extinguishment of debt 10
23

Restructuring expense 26
10

Transaction-related costs, net ^(b)
13
57

Income before income taxes $ 322
$ 378



	2017		2016		% Change
Revenue	$	525	$	517	2	%
Adjusted EBITDA	7		1		*

__________


*	Not meaningful.


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


^(b)	~~Primarily comprised of acquisition- and integration-related expenses.~~

~~Americas~~

2016 2015 % Change
Revenue $ 4,778
$ 4,707
2 %
Adjusted EBITDA 532
572
(7 %)

Revenues increased 2% in ~~the nine months ended September 30,~~first quarter 2017 compared to first quarter 2016, ~~compared with the same period in 2015, primarily~~ due to ~~2% growth~~a 7% increase in rental volumes, largely driven by the acquisition of France Cars, partially offset by a ~~$14 million~~6% decrease in pricing (including a 2% negative impact from currency ~~exchange rate movements.~~movements). Currency movements negatively impacted revenues by $8 million (2%).

Adjusted EBITDA ~~decreased 7%~~increased $6 million in ~~the nine months ended September 30,~~first quarter 2017 compared to first quarter 2016, ~~compared with the same period in 2015,~~ due to ~~a 5% increase in per-unit fleet costs~~increased rental volumes and a $5$16 million ~~(1%) negative~~favorable impact from currency ~~exchange rate~~ movements, partially offset by ~~increased rental volumes.~~lower pricing.

In the ~~nine~~three months ended ~~September 30, 2016:~~March 31, 2017:

Operating expenses ~~were 48.9%~~decreased to 60.4% of revenue ~~compared to 48.8%~~from 60.6% in the prior-year period.

Vehicle depreciation and lease charges increased to ~~25.1%~~20.4% of revenue from ~~24.2%~~19.4% in ~~the nine months ended September 30, 2015, principally~~first quarter 2016, primarily due to ~~higher per-unit fleet costs, partially offset by higher utilization.~~lower pricing.

Selling, general and administrative costs ~~were 11.3%~~decreased to 15.6% of revenue ~~an increase~~ from ~~11.1% in the prior-year period.~~

~~Vehicle interest costs were 3.6% of revenue compared to 3.8% in the nine months ended September 30, 2015.~~

~~International~~

2016 2015 % Change
Revenue $ 2,002
$ 1,893
6 %
Adjusted EBITDA 237
245
(3 %)

Revenues increased 6% in the nine months ended September 30, 2016 compared with the same period in 2015, primarily due to a 9% increase in rental volumes, partially offset by a 5% decrease in pricing (including a 2% negative impact from currency exchange rate changes). Currency movements negatively impacted revenues by $36 million year-over-year.

Adjusted EBITDA decreased 3% in the nine months ended September 30, 2016 compared with the same period in 2015, due to lower pricing, a $23 million (9%) negative impact from currency exchange rate movements and increased marketing costs and commissions, partially offset by increased rental volumes.

~~In the nine months ended September 30, 2016:~~

~~Operating expenses were 51.7% of revenue compared to 51.6% in the prior-year period.~~

~~Vehicle depreciation and lease charges were 18.6% of revenue compared to 18.4% of revenue in the nine months ended September 30, 2015.~~

~~Selling, general and administrative costs increased to 15.7% of revenue compared to 15.0%~~17.3% in the prior-year period, primarily due to ~~increased~~reduced marketing costs and commissions.

Vehicle interest costs atdecreased to 2.2% of revenue ~~remained level~~ compared to ~~the nine months ended September 30, 2015.~~2.6% in first quarter 2016, principally due to lower borrowing rates.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

FINANCIAL CONDITION


	September 30, 2016		December 31, 2015		Change		March 31, 2017		December 31, 2016		Change
Total assets exclusive of assets under vehicle programs	$	6,678	$	5,918	$	760	$	6,674	$	6,065	$	609
Total liabilities exclusive of liabilities under vehicle programs	6,342		5,680		662		6,316		5,775		541
Assets under vehicle programs	12,797		11,716		1,081		12,304		11,578		726
Liabilities under vehicle programs	12,659		11,515		1,144		12,521		11,647		874
Stockholders’ equity	474		439		35		141		221		(80		)

Total assets exclusive of assets under vehicle programs increased primarily due to a temporary increase in cash from the issuance of 4⅛4½% ~~Euro-denominated~~euro-denominated Senior Notes due ~~2024~~May 2025 and $188 million of incremental term loan borrowings and a seasonal increase in value-added tax receivables which are recoverable from government agencies. Total liabilities exclusive of liabilities under vehicle programs increased primarily due to a temporary increase in corporate debt ~~and a seasonal increase in accounts payable~~ (See “Liquidity and Capital Resources” regarding the changes in our corporate financings).

The increases in assets under vehicle programs and liabilities under vehicle programs are principally related to the seasonal increase in the size of our vehicle rental fleet. The ~~increase~~decrease in stockholders’ equity is primarily due to our net ~~income and currency translation adjustments, largely offset by repurchases of our common stock.~~

loss.

LIQUIDITY AND CAPITAL RESOURCES

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

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, we issued ~~$350~~€250 million of 6⅜4½% euro-denominated Senior Notes due ~~2024~~2025 at par. The proceeds from ~~these borrowings were~~this borrowing will be used to redeem ~~$300 million principal amount~~all of our ~~4⅞%~~outstanding 6% euro-denominated Senior Notes due 2021 and a portion of our Floating Rate Senior Notes due 2017 during second quarter ~~2016 and for general corporate purposes.~~2017. We also ~~issued €300~~increased our Floating Rate Term Loan borrowing by $188 million, which will be used to repay the remainder of 4⅛~~% Euro-denominated~~our outstanding Floating Rate Senior Notes due ~~2024, the proceeds of which have been used in October 2016 primarily to redeem a portion of our outstanding 6% Euro-denominated Senior Notes due 2021.~~2017. In addition, we repurchased approximately ~~9.5~~1.5 million shares of our outstanding common stock for approximately ~~$290~~$50 million during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017.

CASH FLOWS

The following table summarizes our cash flows:


		Nine Months Ended September 30,										Three Months Ended March 31,
		2016			2015			Change				2017			2016			Change
Cash provided by (used in):	Cash provided by (used in):										Cash provided by (used in):
	Operating activities	$	2,101		$	2,038		$	63		Operating activities	$	447		$	472		$	(25	)
	Investing activities	(2,755		)	(3,417		)	662			Investing activities	(972		)	(1,204		)	232
	Financing activities	1,173			1,369			(196		)	Financing activities	950			1,138			(188		)
Effect of exchange rate changes	Effect of exchange rate changes	14			(29		)	43			Effect of exchange rate changes	8			18			(10		)
Net increase (decrease) in cash and cash equivalents		533			(39		)	572
Net increase in cash and cash equivalents											Net increase in cash and cash equivalents	433			424			9
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	452			624			(172		)	Cash and cash equivalents, beginning of period	490			452			38
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	985		$	585		$	400		Cash and cash equivalents, end of period	$	923		$	876		$	47

~~Cash provided by~~During the three months ended March 31, 2017, we generated $25 million less cash from operating activities ~~during the nine months ended September 30, 2016 increased 3%~~ compared with the same period in ~~2015.~~2016, principally due to our net loss.

The decrease in cash used in investing activities during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 compared with the same period in ~~2015~~2016 is primarily due to a net ~~increase~~decrease in ~~proceeds received from the sale and purchase of vehicles and reduced business acquisition activity.~~investment in vehicles.

The decrease in cash provided by financing activities during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 compared with the same period in ~~2015~~2016 is primarily due to a decrease in net borrowings under vehicle programs, partially offset by a temporary increase in net corporate borrowings.

DEBT AND FINANCING ARRANGEMENTS

At ~~September 30, 2016,~~March 31, 2017, we had approximately $14 billion of indebtedness, including corporate indebtedness of approximately $4 billion and debt under vehicle programs of approximately $10 billion.

Corporate indebtedness consisted of:


		As of			As of				As of			As of
	Maturity Dates	September 30,			December 31,			Maturity Dates	March 31,			December 31,
		2016			2015				2017			2016
4⅞% Senior Notes	November 2017	$	—		$	300
Floating Rate Senior Notes ^(a)	December 2017	249			249			December 2017	249			249
Floating Rate Term Loan ^(b)	March 2019	144			970
6% Euro-denominated Senior Notes ^(c)	March 2021	517			502
Floating Rate Term Loan ^(d)	March 2022	818			—
Floating Rate Term Loan								March 2019	—			144
6% Euro-denominated Senior Notes ^(b)								March 2021	196			194
Floating Rate Term Loan ^(c)								March 2022	1,144			816
5⅛% Senior Notes	June 2022	400			400			June 2022	400			400
5½% Senior Notes	April 2023	674			674			April 2023	675			675
6⅜% Senior Notes	April 2024	350			—			April 2024	350			350
4⅛% Euro-denominated Senior Notes	November 2024	337			—			November 2024	320			316
5¼% Senior Notes	March 2025	375			375			March 2025	375			375
4½% Euro-denominated Senior Notes								May 2025	266			—
Other ^(e)(d)		58			46				59			57
Deferred financing fees		(56		)	(55		)		(54		)	(53		)
Total		$	3,866		$	3,461			$	3,980		$	3,523

__________


^(a)	The interest rate on these notes is equal to three-month LIBOR plus 275 basis points, for an aggregate rate of ~~3.39%~~3.80% at ~~September 30, 2016;~~March 31, 2017; 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%. These notes have been called for redemption.


^(b)	These notes have been called for redemption.

^(c)


^(c)	~~A portion of these notes have been called for redemption.~~

^(d)

The floating rate term loan is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. As of September 30, 2016,March 31, 2017, the floating rate term loan due 2022 bears interest at ~~the greater of~~ three-month LIBOR ~~or 0.75%,~~ plus ~~250~~200 basis points, for an aggregate rate of ~~3.34%~~2.82%. The Company has entered into a swap to hedge ~~$600~~$700 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of ~~4.21%~~3.75%.


^(e)(d)	Primarily includes capital leases which are secured by liens on the related assets.

The following table summarizes the components of our debt under vehicle programs, including related party debt due to Avis Budget Rental Car Funding (AESOP) LLC (“Avis Budget Rental Car Funding”):


	As of			As of			As of			As of
	September 30,			December 31,			March 31,			December 31,
	2016			2015			2017			2016
Americas - Debt due to Avis Budget Rental Car Funding ^(a)	$	7,171		$	6,837		$	7,146		$	6,733
Americas - Debt borrowings ^(a)	747			643			689			577
International - Debt borrowings ^(a)	2,065			1,187			1,560			1,449
International - Capital leases	168			238			154			162
Other	1			8			3			7
Deferred financing fees ^(b)	(52		)	(53		)	(51		)	(50		)
Total	$	10,100		$	8,860		$	9,501		$	8,878

__________


^(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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 were ~~$37~~$40 million and ~~$41~~$38 million, respectively.

As of ~~September 30, 2016,~~March 31, 2017, the committed corporate credit facilities available to us and/or our subsidiaries included:


	Total Capacity		Outstanding Borrowings		Letters of Credit Issued		Available Capacity		Total Capacity		Outstanding Borrowings		Letters of Credit Issued		Available Capacity
Senior revolving credit facility maturing 2019 ^(a)	$	1,800	$	—	$	907	$	893
Senior revolving credit facility maturing 2021 ^(a)									$	1,800	$	—	$	904	$	896
Other facilities ^(b)	5		5		—		—		4		4		—		—

__________


^(a)	The senior revolving credit facility bears interest at one-month LIBOR plus 200 basis points and is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.


^(b)	These facilities encompass bank overdraft lines of credit, bearing interest of 1.50% to ~~3.00%.~~3.10% as of March 31, 2017.

At ~~September 30, 2016,~~March 31, 2017, we had various uncommitted credit facilities available, under which we had drawn approximately $4$7 million, which bear interest at rates between ~~0.85%~~0.71% and ~~4.00%~~4.50%.

The following table presents available funding under our debt arrangements related to our vehicle programs at ~~September 30, 2016:~~March 31, 2017:


	Total Capacity ^(a)		Outstanding Borrowings		Available Capacity		Total Capacity ^(a)		Outstanding Borrowings		Available Capacity
Americas - Debt due to Avis Budget Rental Car Funding ^(b)	$	9,556	$	7,171	$	2,385	$	9,312	$	7,146	$	2,166
Americas - Debt borrowings ^(c)	962		747		215		897		689		208
International - Debt borrowings ^(d)	2,671		2,065		606		2,351		1,560		791
International - Capital leases ^(e)	208		168		40		172		154		18
Other	1		1		—		3		3		—
Total	$	13,398	$	10,152	$	3,246	$	12,735	$	9,552	$	3,183

__________


^(a)	Capacity is subject to maintaining sufficient assets to collateralize debt.


^(b)	The outstanding debt is collateralized by approximately $8.7 billion of underlying vehicles and related assets.


^(c)	The outstanding debt is collateralized by approximately ~~$1.1~~$0.9 billion of underlying vehicles and related assets.


^(d)	The outstanding debt is collateralized by approximately ~~$2.4~~$1.8 billion of underlying vehicles and related assets.


^(e)	The outstanding debt is collateralized by approximately $0.2 billion of underlying vehicles and related assets.

LIQUIDITY RISK

Our primary liquidity needs include the payment of operating expenses, servicing of corporate and vehicle related debt and procurement of rental vehicles to be used in our operations. The present intention of management is to reinvest the undistributed earnings of ~~our~~the Company’s foreign subsidiaries indefinitely into ~~our~~its foreign operations. We do not anticipate the need to repatriate foreign earnings to the United States to service corporate debt or for other U.S. needs. 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 discussed above, as of ~~September 30, 2016~~March 31, 2017, we have cash and cash equivalents of approximately $~~985 million~~0.9 billion, available borrowing capacity under our committed credit facilities of approximately $0.9 billion and available capacity under our vehicle programs of approximately $3.2 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 vehicle rental 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, including Ford, General Motors, Chrysler, Peugeot, Kia, Volkswagen, Fiat, ~~Kia,~~Mercedes, Toyota ~~Mercedes, Renault, Hyundai~~ and ~~BMW,~~Volvo, 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.

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 credit facility and other borrowings, including a maximum

leverage ratio. As of ~~September 30, 2016~~March 31, 2017, we were in compliance with the financial covenants governing our

indebtedness. For additional information regarding our liquidity risks, see Part I, Item 1A, “Risk Factors” of our ~~2015~~2016 Form 10-K.

CONTRACTUAL OBLIGATIONS

Our future contractual obligations have not changed significantly from the amounts reported within our ~~2015~~2016 Form ~~10-K.~~10-K with the exception of our commitment to purchase vehicles, which decreased by approximately $2.5 billion from December 31, 2016, to approximately $5.2 billion at March 31, 2017. Changes to our obligations related to corporate indebtedness and debt under vehicle programs are presented above within the section titled “Liquidity and Capital Resources—Debt and Financing Arrangements” and also within Notes 8 and 9 to our Consolidated Condensed Financial Statements.

ACCOUNTING POLICIES

The results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex. However, in presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions that we are required to make pertain to matters that are inherently uncertain as they relate to future events. Presented within the section titled “Critical Accounting Policies” of our ~~2015~~2016 Form 10-K are the accounting policies (related to goodwill and other indefinite-lived intangible assets, vehicles, income taxes and public liability, property damage and other insurance liabilities) that we believe require subjective and/or complex judgments that could potentially affect ~~2016~~2017 reported results. There have been no significant changes to those accounting policies or our assessment of which accounting policies we would consider to be critical accounting policies.

New Accounting Standards

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


Item 3.	Quantitative and Qualitative Disclosures about Market Risk

We are exposed to a variety of market risks, including changes in currency exchange rates, interest rates and gasoline prices. We assess our market risks based on changes in interest and currency exchange rates utilizing a sensitivity analysis that measures the potential impact on earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency exchange rates. We used ~~September 30, 2016~~March 31, 2017 market rates to perform a sensitivity analysis separately for each of these market risk exposures. We have determined, through such analyses, that the impact of a 10% change in interest or currency exchange rates on our results of operations, balance sheet and cash flows would not be material. Additionally, we have commodity price exposure related to fluctuations in the price of unleaded gasoline. We anticipate that such commodity risk will remain a market risk exposure for the foreseeable future. We determined that a 10% change in the price of unleaded gasoline would not have a material impact on our earnings for the period ended ~~September 30, 2016.~~March 31, 2017. For additional information regarding our long-term borrowings and financial instruments, see Notes 8, 9 and 13 to our Consolidated Condensed Financial Statements.


Item 4.	Controls and Procedures

(a)

Disclosure Controls and Procedures. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of ~~September 30, 2016~~March 31, 2017.

(b)

Changes in Internal Control Over Financial Reporting. During the fiscal quarter to which this report relates, there has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION


Item 1.	Legal Proceedings

In February 2017, the Company was notified that the French Competition Authority dismissed all charges and cleared the Company and its subsidiaries of any wrongdoing.

For additional information regarding the Company’s legal proceedings, see Note 10 to our Consolidated Condensed Financial Statements and refer to the Company’s 2016 Form 10-K.


Item 1A.	Risk Factors

During ~~the~~ quarter ended ~~September 30, 2016~~March 31, 2017, the Company had no material developments to report with respect to its ~~legal proceedings.~~risk factors. For additional information regarding the Company’s ~~legal proceedings,~~risk factors, please refer to the Company’s ~~2015~~2016 Form ~~10-K and Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.~~10-K.


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

The following is a summary of the Company’s common stock repurchases by month for the quarter ended ~~September 30, 2016:~~March 31, 2017:

Total Number of Shares Purchased^(a)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 2016 1,134,000
$ 35.27
1,134,000
$ 220,474,977
August 2016 679,033
36.30
679,033
195,825,347
September 2016 1,247,321
36.36
1,247,321
150,474,558
Total 3,060,354
$ 35.94
3,060,354
150,474,558



	Total Number of Shares Purchased^(a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
January 2017	270,788	$	36.93	270,788	290,476,208
February 2017	250,728	35.89		250,728	281,476,420
March 2017	1,000,944	30.97		1,000,944	250,475,857
Total	1,522,460	$	32.84	1,522,460	250,475,857

__________


^(a)	Excludes, for the three months ended ~~September 30, 2016, 23,209~~March 31, 2017, 214,659 shares which were withheld by the Company to satisfy ~~employees~~’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 ~~$1.2~~$1.5 billion of its common stock under a plan originally approved in 2013 and subsequently expanded, most recently in 2016. 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.


Item 6.	Exhibits

See Exhibit Index.

SIGNATURES

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



		AVIS BUDGET GROUP, INC.

Date:	~~November 3, 2016~~May 4, 2017
		/s/ David B. Wyshner
		David B. Wyshner
		President and
		Chief Financial Officer

Date:	~~November 3, 2016~~May 4, 2017
		/s/ David T. Calabria
		David T. Calabria
		Senior Vice President and
		Chief Accounting Officer

Exhibit Index



Exhibit No.	Description
3.3	Certificate of Designations of Series R Preferred Stock of Avis Budget Group, Inc., as filed with the Secretary of State of the State of Delaware on January 23, 2017 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 23, 2017).
4.1	Rights Agreement, dated as 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 filed on January 23, 2017).
4.2	Indenture dated as of ~~September 26, 2016~~March 8, 2017 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~~Paying Agent and Deutsche Bank Luxembourg S.A., as ~~registrar.~~Registrar.
~~4.2~~4.3	Form of ~~4.125%~~4.50% Senior Notes Due ~~2024.~~2025.
10.1	First Amendment, dated as of March 3, 2017, to the Fourth Amended and Restated Credit Agreement dated as of October 7, 2016, among Avis Budget ~~Car Rental 2017 Model Year Program Letter dated August 26, 2016 between~~Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the subsidiary borrowers from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and ~~Ford Motor Company~~the several lenders from time to time parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated ~~August 31, 2016)~~March 9, 2017).*
10.2	Series 2017-1 Supplement, dated as of March 15, 2017, between Avis Budget Rental Car Funding (AESOP) and The Bank of New York Mellon Trust Company, N.A., as Trustee and Series 2017-1 Agent (Incorporated by reference Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 21, 2017).
12	Statement re: Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Chief Executive Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
*Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.

4640



		Time-Based RSUs				Performance-Based and Market-Based RSUs				Cash Unit Awards
		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2016 ^(a)		819		$	43.34	941		$	35.18	111		$	18.04
	Granted	587		25.92		528		23.33		—		—
	Vested ^(b)	(422	)	36.06		(488	)	25.13		(111	)	18.04
	Forfeited/expired	(25	)	38.34		(51	)	27.16		—		—
Outstanding at September 30, 2016 ^(c)		959		$	36.01	930		$	34.14	—		$	—