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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 Form10-Q
Form 10-Q
☒

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

For the quarterly period ended March 31, 20202021


OR
OR
☐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) 
Delaware06-0918165
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification Number)
6 Sylvan Way
Parsippany,NJ07054
(Address of principal executive offices)(Zip Code)
(973)496-4700
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classDelawareTrading Symbol(s)06-0918165Name of each exchange on which registered
(State or other jurisdiction of
incorporation or organization)
Common Stock, Par Value $0.01		CAR
(I.R.S. Employer
Identification Number)
6 Sylvan Way
Parsippany,NJ07054
(Address of principal executive offices)(Zip Code)
(973)496-4700
(Registrant’s telephone number, including area code)The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒Accelerated Filer☐Non-accelerated Filer☐
Smaller Reporting Company☐Emerging Growth Company☐

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01CARThe NASDAQ Global Select Market
Common Stock Purchase RightsN/AThe NASDAQ Global Select Market

The number of shares outstanding of the issuer’s common stock was 69,555,82269,858,812 shares as of April 29, 2020.
30, 2021.


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Page
PART I
Item 1.
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5
6
8
9
Item 2.
2726
Item 3.
3533
Item 4.
3533
PART II
Item 1.
3634
Item 1A.
3634
Item 2.
3834
Item 6.
3834
4035


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FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q may be considered “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by any such forward-looking statements. Forward-looking statements include information concerning our future financial performance, business strategy, projected plans and objectives. These statements may be identified by the fact that they do not relate to historical or current facts and may use words such as “believes,” “expects,” “anticipates,” “will,” “should,” “could,” “may,” “would,” “intends,” “projects,” “estimates,” “plans,” 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. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the Coronavirus (“COVID-19”) outbreak, and the continued restrictions that have been placed on travel in many countries as a result of the outbreak and the adverse impact on the global economy from the outbreak. These factors include, but are not limited to:

•the COVID-19 outbreak and resulting economic conditions, which had, and is expected to continue to have, a significant impact on our operations, including an unprecedented decline in demand, as well as its current, and uncertain future impact, including, but not limited to, its effect on the ability or desire of people to travel due to travel restrictions, and other restrictions and orders, which may continue to impact our results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;

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

•
the COVID-19 outbreak, which had, and is expected to continue to have, a significant impact on our operations, including an unprecedented decline in demand, as well as its current, and uncertain future impact, including, but not limited to, its effect on the ability or desire of people to travel due to travel restrictions, and stay-at-home and other orders, which is expected to continue to impact our results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;

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

•the results of operations or financial condition of the manufacturers of our vehicles, which could impact their ability to realizeperform their payment obligations under our estimated cost savingsagreements with them, including repurchase and/or guaranteed depreciation arrangements, and/or their willingness or ability to make vehicles available to us or the mobility industry as a whole on a timely basis,commercially reasonable terms or at all particularly when COVID-19 related restrictions are lifted and the amount of cash expenditures made in connection with such cost saving efforts;travel demand increases;

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

•
the results of operations or financial condition of the manufacturers of our vehicles, which could impact their ability to perform their payment obligations under our agreements with them, including repurchase and/or guaranteed depreciation arrangements, and/or their willingness or ability to make vehicles available to us or the mobility industry as a whole on commercially reasonable terms or at all particularly when COVID-19 related travel restrictions are lifted and travel demand increases;

the significant decline in travel demand as a result of COVID-19, including the current and any future disruptions in airline passenger traffic;

•the absence of an improvement in, or further deterioration of, economic conditions, particularly during our peak season or in key market segments;

•an occurrence or threat of terrorism, the current and any future pandemic diseases, natural disasters, military conflict, civil unrest or political instability in the locations in which we operate;

•
the absence of an improvement in, or further deterioration of, economic conditions, particularly during our peak season or in key market segments;

•
an occurrence or threat of terrorism, the current and any future pandemic diseases, natural disasters, military conflict, civil unrest or political instability in the locations in which we operate;

any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business including the current and any future impacts as a result of COVID-19;

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

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


•our dependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements with third parties;
1

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

our dependence on the performance and retention of our senior management and key employees;

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

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

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

•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 consumer privacy, labor and employment, and tax;

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

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

•
risks 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 consumer privacy, labor and employment, and tax;

risks related to protecting the integrity of, and preventing unauthorized access to, our information technology systems or those of our third-party vendors, and protecting the confidential information of our employees and customers against security breaches, including physical or cybersecurity breaches, attacks, or other disruptions, and compliance with privacy and data protection regulation;

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

•
any impact on us from the actions of our licensees, dealers, third-party vendors and independent contractors;

any major disruptions in our communication networks or information systems;

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

•risks related to our indebtedness, including our substantial outstanding debt obligations, potential interest rate increases, recent and potential further downgrades by rating agencies and our ability to incur substantially more debt;

•
risks related to our indebtedness, including our substantial outstanding debt obligations, potential interest rate increases, recent and potential further downgrades by rating agencies and our ability to incur substantially more debt;

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

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

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

our ability to accurately estimate our future results;

the•failure to achieve our business plans, a further deterioration in general economic conditions due to COVID-19,of the countries in which could be an indicatorwe operate, or significant changes in the assumptions and estimates that are used in our impairment testing for goodwill or other intangible assets, are impaired andwhich could result in a futuresignificant impairment charge to earnings;of our goodwill; and

risks related to actions by activist stockholders and responses from our Board of Directors and senior management; and

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

We operate in a continuously changing business environment and new risk factors emerge from time to time. New risk factors, factors beyond our control, or changes in the impact of identified risk factors may cause actual results

to differ materially from those set forth in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. Moreover, we do not assume responsibility for the
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accuracy and completeness of those statements. Other factors and assumptions not identified above, including those discussed herein, including but not limited to,in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 2 and “Risk Factors” in Item 1A and in similarly titled sections set forth in Item 7 and in Item 1A and in other portions of our 20192020 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 202017, 2021 (the “2019“2020 Form 10-K”), may contain forward- looking statements and involve uncertainties that could cause actual results to differ materially from those projected in any forward-looking statements. Such statements are based upon assumptions and known risks and uncertainties.

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


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PART I — FINANCIAL INFORMATION
Item 1.Financial Statements
Item 1.    Financial Statements
Avis Budget Group, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In millions, except per share data)
(Unaudited)

 Three Months Ended 
March 31,		Three Months Ended 
March 31,
 2020 201920212020
RevenuesRevenues$1,753
 $1,920
Revenues$1,372 $1,753 
    
ExpensesExpenses   Expenses
Operating1,058
 1,071
Operating832 1,058 
Vehicle depreciation and lease charges, net459
 485
Vehicle depreciation and lease charges, net254 459 
Selling, general and administrative251
 284
Selling, general and administrative182 251 
Vehicle interest, net83
 81
Vehicle interest, net75 83 
Non-vehicle related depreciation and amortization69
 67
Non-vehicle related depreciation and amortization68 69 
Interest expense related to corporate debt, net:   Interest expense related to corporate debt, net:
Interest expense48
 42
Interest expense61 48 
Early extinguishment of debt4
 —
Early extinguishment of debt129 4 
Restructuring and other related charges44
 21
Restructuring and other related charges20 44 
Transaction-related costs, net2
 5
Transaction-related costs, net1 2 
Total expensesTotal expenses2,018
 2,056
Total expenses1,622 2,018 
    
Loss before income taxesLoss before income taxes(265) (136)Loss before income taxes(250)(265)
Benefit from income taxesBenefit from income taxes(107) (45)Benefit from income taxes(80)(107)
    
Net lossNet loss$(158)
$(91)Net loss$(170)$(158)
    
Comprehensive lossComprehensive loss$(257) $(96)Comprehensive loss$(146)$(257)
    
Loss per shareLoss per share   Loss per share
Basic$(2.16) $(1.20)Basic$(2.43)$(2.16)
Diluted$(2.16) $(1.20)Diluted$(2.43)$(2.16)
See Notes to Consolidated Condensed Financial Statements (Unaudited).

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Avis Budget Group, Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions, except par value)
(Unaudited)
March 31, 
2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents$576 $692 
Receivables, net786 647 
Other current assets506 456 
Total current assets1,868 1,795 
Property and equipment, net611 657 
Operating lease right-of-use assets2,510 2,560 
Deferred income taxes1,348 1,198 
Goodwill1,121 1,137 
Other intangibles, net750 774 
Other non-current assets266 244 
Total assets exclusive of assets under vehicle programs8,474 8,365 
Assets under vehicle programs:
Program cash61 72 
Vehicles, net9,101 8,153 
Receivables from vehicle manufacturers and other307 281 
Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party666 667 
10,135 9,173 
Total assets$18,609 $17,538 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and other current liabilities$2,171 $2,034 
Short-term debt and current portion of long-term debt19 19 
Total current liabilities2,190 2,053 
Long-term debt4,264 4,191 
Long-term operating lease liabilities2,025 2,078 
Other non-current liabilities681 731 
Total liabilities exclusive of liabilities under vehicle programs9,160 9,053 
Liabilities under vehicle programs:
Debt1,652 1,777 
Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party6,149 5,080 
Deferred income taxes1,470 1,383 
Other494 400 
9,765 8,640 
Commitments and contingencies (Note 12)00
Stockholders’ equity:
Preferred stock, $0.01 par value—authorized 10 shares; NaN issued and outstanding, respectively0 0 
Common stock, $0.01 par value—authorized 250 shares; issued 137 shares, respectively1 1 
Additional paid-in capital6,642 6,668 
Accumulated deficit(1,640)(1,470)
Accumulated other comprehensive loss(163)(187)
Treasury stock, at cost— 67 shares, respectively(5,156)(5,167)
Total stockholders’ equity(316)(155)
Total liabilities and stockholders’ equity$18,609 $17,538 
  March 31, 
2020		 December 31, 2019
Assets   
Current assets:   
 Cash and cash equivalents$679
 $686
 Receivables, net712
 911
 Other current assets536
 548
Total current assets1,927
 2,145
     
Property and equipment, net767
 792
Operating lease right-of-use assets2,686
 2,596
Deferred income taxes1,797
 1,662
Goodwill1,069
 1,101
Other intangibles, net794
 798
Other non-current assets212
 217
Total assets exclusive of assets under vehicle programs9,252
 9,311
     
Assets under vehicle programs:   
 Program cash39
 211
 Vehicles, net12,815
 12,177
 Receivables from vehicle manufacturers and other661
 778
 Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party785
 649
  14,300
 13,815
Total assets$23,552
 $23,126
     
Liabilities and stockholders’ equity   
Current liabilities:   
 Accounts payable and other current liabilities$2,145
 $2,206
 Short-term debt and current portion of long-term debt118
 19
Total current liabilities2,263
 2,225
     
Long-term debt3,396
 3,416
Long-term operating lease liabilities2,198
 2,140
Other non-current liabilities746
 757
Total liabilities exclusive of liabilities under vehicle programs8,603
 8,538
     
Liabilities under vehicle programs:   
 Debt2,648
 3,132
 Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party9,350
 7,936
 Deferred income taxes2,204
 2,189
 Other455
 675
  14,657
 13,932
Commitments and contingencies (Note 13)

 

     
Stockholders’ equity:   
 Preferred stock, $0.01 par value—authorized 10 shares; none issued and outstanding, respectively—
 —
 Common stock, $0.01 par value—authorized 250 shares; issued 137 shares, respectively1
 1
 Additional paid-in capital6,677
 6,741
 Accumulated deficit(944) (785)
 Accumulated other comprehensive loss(256) (157)
 Treasury stock, at cost—68 and 63 shares, respectively(5,186) (5,144)
Total stockholders’ equity292
 656
Total liabilities and stockholders’ equity$23,552
 $23,126

See Notes to Consolidated Condensed Financial Statements (Unaudited).

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Avis Budget Group, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited) 
 Three Months Ended 
March 31,
 20212020
Operating activities
Net loss$(170)$(158)
Adjustments to reconcile net loss to net cash provided by operating activities:
Vehicle depreciation259 414 
Amortization of right-of-use assets236 231 
(Gain) loss on sale of vehicles, net(49)(11)
Non-vehicle related depreciation and amortization68 69 
Stock-based compensation4 (2)
Amortization of debt financing fees8 8 
Early extinguishment of debt costs129 4 
Net change in assets and liabilities:
Receivables24 163 
Income taxes and deferred income taxes(80)(112)
Accounts payable and other current liabilities181 (96)
Operating lease liabilities(234)(230)
Other, net(40)90 
Net cash provided by operating activities336 370 
Investing activities
Property and equipment additions(12)(43)
Proceeds received on asset sales2 2 
Net assets acquired (net of cash acquired)(4)(51)
Net cash used in investing activities exclusive of vehicle programs(14)(92)
Vehicle programs:
Investment in vehicles(3,032)(3,751)
Proceeds received on disposition of vehicles1,679 2,497 
Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party(24)(175)
Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party25 39 
(1,352)(1,390)
Net cash used in investing activities(1,366)(1,482)

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   Three Months Ended 
March 31,
   2020 2019
Operating activities   
Net loss$(158) $(91)
Adjustments to reconcile net loss to net cash provided by operating activities:   
 Vehicle depreciation414
 436
 Amortization of right-of-use assets231
 215
 (Gain) loss on sale of vehicles, net(11) (8)
 Non-vehicle related depreciation and amortization69
 67
 Stock-based compensation(2) 5
 Amortization of debt financing fees8
 8
 Early extinguishment of debt costs4
 —
 Net change in assets and liabilities:   
  Receivables163
 2
  Income taxes and deferred income taxes(112) (51)
  Accounts payable and other current liabilities(96) 97
 Operating lease liabilities(230) (216)
 Other, net90
 (24)
Net cash provided by operating activities370
 440
      
Investing activities   
Property and equipment additions(43) (57)
Proceeds received on asset sales2
 2
Net assets acquired (net of cash acquired)(51) (5)
Other, net—
 (3)
Net cash used in investing activities exclusive of vehicle programs(92) (63)
      
Vehicle programs:   
 Investment in vehicles(3,751) (4,376)
 Proceeds received on disposition of vehicles2,497
 3,083
 Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party(175) (78)
 Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party39
 —
  (1,390) (1,371)
Net cash used in investing activities(1,482) (1,434)
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)
 Three Months Ended 
March 31,		 Three Months Ended 
March 31,
 2020 2019 20212020
Financing activitiesFinancing activities   Financing activities
Proceeds from long-term borrowingsProceeds from long-term borrowings184
 —
Proceeds from long-term borrowings1,100 184 
Payments on long-term borrowingsPayments on long-term borrowings(92) (5)Payments on long-term borrowings(1,101)(92)
Issuance of common stockIssuance of common stock15
 —
Issuance of common stock0 15 
Repurchases of common stockRepurchases of common stock(118) (4)Repurchases of common stock(19)(118)
Debt financing feesDebt financing fees(3) —
Debt financing fees(12)(3)
Net cash used in financing activities exclusive of vehicle programsNet cash used in financing activities exclusive of vehicle programs(14) (9)Net cash used in financing activities exclusive of vehicle programs(32)(14)
    
Vehicle programs:Vehicle programs:   Vehicle programs:
Proceeds from borrowings5,461
 5,989
Proceeds from borrowings3,481 5,461 
Payments on borrowings(4,479) (5,038)Payments on borrowings(2,535)(4,479)
Debt financing fees(6) (5)Debt financing fees0 (6)
 976
 946
946 976 
Net cash provided by financing activitiesNet cash provided by financing activities962
 937
Net cash provided by financing activities914 962 
    
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cashEffect of changes in exchange rates on cash and cash equivalents, program and restricted cash(29) (2)Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash(10)(29)
    
Net decrease in cash and cash equivalents, program and restricted cashNet decrease in cash and cash equivalents, program and restricted cash(179) (59)Net decrease in cash and cash equivalents, program and restricted cash(126)(179)
Cash and cash equivalents, program and restricted cash, beginning of periodCash and cash equivalents, program and restricted cash, beginning of period900
 735
Cash and cash equivalents, program and restricted cash, beginning of period765 900 
Cash and cash equivalents, program and restricted cash, end of periodCash and cash equivalents, program and restricted cash, end of period$721
 $676
Cash and cash equivalents, program and restricted cash, end of period$639 $721 
See Notes to Consolidated Condensed Financial Statements (Unaudited).

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Avis Budget Group, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
(Unaudited) 

 Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity
 Shares Amount    Shares Amount 
Balance at December 31, 2019137.1
 $1
 $6,741
 $(785) $(157) (63.2) $(5,144) $656
                
Cumulative effect of accounting change—
 —
 —
 (1) —
 —
 —
 (1)
                
Comprehensive loss:               
Net loss—
 —
 —
 (158) —
 —
 —
  
Other comprehensive loss—
 —
 —
 —
 (99) —
 —
  
                
Total comprehensive loss              (257)
                
Net activity related to restricted stock units—
 —
 (79) —
 —
 0.3
 71
 (8)
Issuance of common stock—
 —
 15
 —
 —
 0.4
 —
 15
Repurchase of common stock—
 —
 —
 —
 —
 (5.0) (113) (113)
                
Balance at March 31, 2020137.1
 $1
 $6,677
 $(944) $(256) (67.5) $(5,186) $292
                
Balance at December 31, 2018137.1
 $1
 $6,771
 $(1,091) $(133) (61.5) $(5,134) $414
                
Cumulative effect of accounting change—
 —
 —
 4
 1
 —
 —
 5
                
Comprehensive loss:               
Net loss—
 —
 —
 (91) —
 —
 —
  
Other comprehensive loss—
 —
 —
 —
 (5) —
 —
  
                
Total comprehensive loss              (96)
                
Net activity related to restricted stock units—
 —
 (29) —
 —
 0.3
 30
 1
Exercise of stock options—
 —
 (5) —
 —
 0.1
 5
 —
                
Balance at March 31, 2019137.1
 $1
 $6,737
 $(1,178) $(137) (61.1) $(5,099) $324







Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Treasury StockTotal Stockholders’ Equity
SharesAmountSharesAmount
Balance at December 31, 2020137.1 $1 $6,668 $(1,470)$(187)(67.3)$(5,167)$(155)
Comprehensive loss:
Net loss— — — (170)— — — 
Other comprehensive income— 24 — — 
Total comprehensive loss(146)
Net activity related to restricted stock units— — (26)— — 0.2 21 (5)
Repurchases of common stock— — — — — (0.1)(10)(10)
Balance at March 31, 2021137.1 $1 $6,642 $(1,640)$(163)(67.2)$(5,156)$(316)
Balance at December 31, 2019137.1 $1 $6,741 $(785)$(157)(63.2)$(5,144)$656 
Cumulative effect of accounting change— — — (1)— — — (1)
Comprehensive loss:
Net loss— — — (158)— — — 
Other comprehensive loss— — — — (99)— — 
Total comprehensive loss(257)
Net activity related to restricted stock units— — (79)— — 0.3 71 (8)
Issuance of common stock— — 15 — — 0.4 — 15 
Repurchases of common stock— — — — — (5.0)(113)(113)
Balance at March 31, 2020137.1 $1 $6,677 $(944)$(256)(67.5)$(5,186)$292 
See Notes to Consolidated Condensed Financial Statements (Unaudited).

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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

1.Basis of Presentation

Avis Budget Group, Inc. provides mobility solutions to businesses and consumers worldwide. The accompanying unaudited Consolidated Condensed Financial Statements include the accounts and transactions of Avis Budget Group, Inc. and its subsidiaries, as well as entities in which Avis Budget Group, Inc. directly or indirectly has a controlling financial interest (collectively, 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—consisting primarily of (i) vehicle rental operations in North America, South America, Central America and the Caribbean, (ii) car sharing operations in certain of these markets, and (iii) licensees in the areas in which the Company does not operate directly.

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

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

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

The operating results of acquired businesses are included in the accompanying Consolidated Condensed Financial Statements from the dates of acquisition. The fair valueDifferences between the preliminary allocation of purchase price and the assets acquired and liabilities assumed in connection withfinal allocation for the Company’s 20192020 acquisitions of various licensees haswere not yet been finalized; however, there have been no significant changes to the preliminary allocation of the purchase price during the three months ended March 31, 2020.material.

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 20192020 Form 10-K.

Liquidity and Management’s Plans

The spreadcontinuing cases of COVID-19 and the recent developments surrounding the global pandemic are having a material negative impact on allcertain aspects of the Company’s business. Significant events affecting travel and the overall economy have historically had an impact on vehicle rental volumes, with the full extent of the impact generally determined by the length of time the event influences travel decisions.decisions as well as general economic conditions. The Company believes the ongoing effects of COVID-19 outbreak hasand resulting economic conditions have had, and the Company believes will continue to have, a significantan adverse impact on its operations and vehicle rental volumes, and on its financial results and liquidity, and such negative impact may continue well beyond the containment of the outbreak.liquidity.

The Company cannot assure its assumptions used to estimate its liquidity requirements will be correct because it has never previously experienced such a decreasechange in demand, and as a consequence, its ability to be predictive is uncertain. In addition, the magnitude, duration and speed of the global pandemic is uncertain. Therefore, the Company has taken and plans to take further actions to manage its liquidity, including reducing capital expenditures, operating expenses and the number of vehicles in its fleet. The Company has no meaningful corporate debt maturities until 2023 and do not need to refinance any fleet debt in 2020. We plan2023. The Company plans to finance the routine 2020 ABSAsset Backed Securities (“ABS”) maturities with program cash on hand.hand, available revolving debt capacity, new term note issuances and fleet sales. As a result, based on current operational assumptions, the Company believes it has adequate liquidity forbeyond the balancenext twelve months.
9
Table of 2020 and into 2021.Contents


In April 2020, the Company entered into an amendment (the “Amendment”) to its senior credit facilities, consisting of an approximately $1.2 billion term loan maturing in 2027 and a $1.8 billion revolving credit facility maturing in 2023, which remain in place after the Amendment. The Amendment provides for a relief from the quarterly-tested leverage covenant contained in the credit agreement governing the senior credit facilities until the end of a specific relief period, including a holiday from such leverage covenant through June 30, 2021, during which time (i) certain negative covenant exceptions are not available to the Company, (ii) pricing on the senior credit facilities is increased, (iii) the Company must comply with a liquidity covenant and additional reporting requirements and (iv) the Company must meet additional conditions to borrow loans under the revolving credit facility. In February 2021, the Company subsequently amended the credit agreement to permit refinancing of certain existing indebtedness.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are fully described in Note 2, “Summary of Significant Accounting Policies,” in the 20192020 Form 10-K.

Cash and cash equivalents, Program cash and Restricted cash. The following table provides a detail of cash and cash equivalents, program and restricted cash reported within the Consolidated Condensed Balance Sheets to the amounts shown in the Consolidated Condensed Statements of Cash Flows.
As of March 31,As of March 31,
2020 201920212020
Cash and cash equivalents$679
 $540
Cash and cash equivalents$576 $679 
Program cash39
 131
Program cash61 39 
Restricted cash (a)
3
 5
Restricted cash (a)
2 3 
Total cash and cash equivalents, program and restricted cash$721
 $676
Total cash and cash equivalents, program and restricted cash$639 $721 
________
(a)
(a)Included within other current assets.

Included within other current assets.

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 March 31, 20202021 and 2019,2020, the Company recorded an immaterial amount and a loss of $5 million, loss and $5 million gain, respectively, related to such items.

Divestitures. In 2018,March 2021, the Company entered into a definitive stock purchase agreement with Urbiz S.A. to sell its 50% equity method investmentthe Company’s assets in Anji Car Rental & Leasing Company Limited (“China”), located in China, to Shanghai Automotive Industry Sales Company, Ltd., a 50% ownerArgentina. Upon completion of China. In 2019, the Company completed the sale, Urbiz S.A. will pay approximately $4 million, plus interest, over two years for $64the right to operate the Avis and Budget brand. The Company had assets held for sale of $15 million within current and non-current assets and liabilities held for sale of $6 million within non-current liabilities. The Company assessed the fair value of the net of cross-border withholding taxesassets and recorded a $44loss of $13 million gain within operating expenses. China’srestructuring and other related charges during the three months ended March 31, 2021. Argentina’s operations wereare reported within the Company’s InternationalAmericas segment.
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Investments. As of March 31, 20202021 and December 31, 2019,2020, the Company had equity method investments with a carrying value of $53$64 million and $56$63 million, respectively, which are recorded within other non-current assets. Earnings from the Company’s equity method investments are reported within operating expenses.

For the three months ended March 31, 20202021 and 2019,2020, the Company recorded an immaterial amount related to its equity method investments.

Nonmarketable Equity Securities. As of March 31, 20202021 and December 31, 2019,2020, the Company had nonmarketable equity securities with a carrying value of $8 million, in each period,respectively, which are recorded within other non-current assets. During the three months ended March 31, 2019 the Company recorded a $12 million favorable adjustment to the carrying amount of nonmarketable equity securities within operating expense. No adjustments were made to the carrying amounts during the three months ended March 31, 2021 and 2020.

Revenues. Revenues are recognized under “Leases (Topic 842),” with the exception of royalty fee revenue derived from the Company’s licensees and revenue related to the Company’s customer loyalty program, which were approximately $32$40 million and $30$32 million during the three months ended March 31, 20202021 and 2019,2020, respectively.

The following table presents the Company’s revenues disaggregated by geography.
 Three Months Ended 
March 31,		 Three Months Ended 
March 31,
 2020 201920212020
AmericasAmericas $1,257
 $1,327
Americas$1,080 $1,257 
Europe, Middle East and AfricaEurope, Middle East and Africa 357
 433
Europe, Middle East and Africa203 357 
Asia and AustralasiaAsia and Australasia 139
 160
Asia and Australasia89 139 
Total revenuesTotal revenues $1,753
 $1,920
Total revenues$1,372 $1,753 


The following table presents the Company’s revenues disaggregated by brand.
Three Months Ended March 31,Three Months Ended 
March 31,
2020 201920212020
Avis$985
 $1,100
Avis$717 $985 
Budget619
 651
Budget524 619 
Other149
 169
Other131 149 
Total revenues$1,753
 $1,920
Total revenues$1,372 $1,753 
________
Other includes Zipcar and other operating brands.

Adoption of New Accounting Pronouncements

Intangibles—Goodwill and Other—Internal-Use SoftwareSimplifying the Accounting for Income Taxes

On January 1, 2020,2021, as the result of a new accounting pronouncement, the Company adopted Accounting Standard Update (“ASU”) 2018-15 “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for determining when the arrangement includes a software license. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The amendments in this Update also require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, to present the expense in the same line in its statement of income as the fees associated with the hosting element (service) of the arrangement and classify payments for capitalized implementation costs in its statement of cash flows in the same manner as payments made for fees associated with the hosting element. The entity is also required to present the capitalized implementation costs in its balance sheet in the same line that a prepayment for the fees of the associated hosting arrangement would be presented. The adoption of this accounting pronouncement did not have a material impact on the Company's Consolidated Condensed Financial Statements.


Fair Value Measurement

On January 1, 2020, as the result of a new accounting pronouncement, the Company adopted ASU 2018-13, “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” which adds, removes, and modifies disclosure requirements related to fair value measurements. The adoption of this accounting pronouncement did not have a material impact on the Company's Consolidated Condensed Financial Statements.

Measurement of Credit Losses on Financial Instruments

On January 1, 2020, as the result of a new accounting pronouncement, the Company adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and related updates which sets forth a current expected credit loss impairment model for financial assets that replaces the current incurred loss model. This model requires a financial asset (or group of financial assets), including trade receivables, measured at amortized cost to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The adoption of this accounting pronouncement did not have a material impact on the Company's Consolidated Condensed Financial Statements.

Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities

During first quarter 2020, the Company early adopted the Securities Exchange Commission’s, “Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities” rules, which simplify the disclosure requirements related to the Company’s registered securities under Rule 3-10 of Regulation S-X. The final rule also allows for the simplified disclosure to be included within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recently Issued Accounting Pronouncements

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued 2019-12, “Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions and improving the application of existing guidance. ASU 2019-12 becomes effective for the Company on January 1, 2021. EarlyThe adoption is permitted. The Company is currently evaluating the impact of this accounting pronouncement did not have a material impact on itsthe Company's Consolidated Condensed Financial Statements.

Compensation—Retirement Benefits—Defined Benefit Plans

In August 2018,On January 1, 2021, as the FASB issuedresult of a new accounting pronouncement, the Company adopted ASU 2018-14, “Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,” which adds, removes, and clarifies disclosure requirements related to defined benefit pension and other postretirement plans. These changes are part of the FASB’s disclosure framework project, which the Board launched in 2014 to improve the effectiveness of disclosures in notes to financial statements. ASU 2018-14 becomes effective for the Company on January 1, 2021. Early adoption is permitted. The adoption of this accounting pronouncement isdid not expected to have a material impact on the Company's Consolidated Condensed Financial
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Statements.

2.    Leases
Lessor
2.Leases

The following table presents the Company’s lease revenues disaggregated by geography.

Three Months Ended 
March 31,
20212020
Americas$1,054 $1,244 
Europe, Middle East and Africa192 342 
Asia and Australasia86 135 
Total lease revenues$1,332 $1,721 
 Three Months Ended 
March 31,
 2020 2019
Americas$1,244
 $1,319
Europe, Middle East and Africa342
 414
Asia and Australasia135
 157
Total lease revenues$1,721
 $1,890


The following table presents the Company’s lease revenues disaggregated by brand.
Three Months Ended 
March 31,
20212020
Avis$690 $968 
Budget516 608 
Other126 145 
Total lease revenues$1,332 $1,721 
 Three Months Ended 
March 31,
 2020 2019
Avis$968
 $1,083
Budget608
 640
Other145
 167
Total lease revenues$1,721
 $1,890
_______________
Other includes Zipcar and other operating brands.

Lessee

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

The components of lease expense are as follows:
Three Months Ended 
March 31,		Three Months Ended 
March 31,
2020 201920212020
Property leases (a)
   
Property leases (a)
Operating lease expense$185
 $177
Operating lease expense$139 $185 
Variable lease expense36
 51
Variable lease expense54 36 
Total property lease expense$221
 $228
Total property lease expense$193 $221 
__________
(a)
(a)    Primarily included in operating expense and includes $19 million of minimum annual guaranteed rent in excess of concession fees as defined in our rental concession agreement for the three months ended March 31, 2021.
Primarily included in operating expense.




Supplemental balance sheet information related to leases is as follows:
12
Table of Contents
As of 
March 31, 2020		 
As of 
December 31, 2019
As of 
March 31, 2021		As of 
December 31, 2020
Property leases   Property leases
Operating lease ROU assets$2,686
 $2,596
Operating lease ROU assets$2,510 $2,560 
   
Short-term operating lease liabilities (a)
$512
 $479
Short-term operating lease liabilities (a)
$519 $514 
Long-term operating lease liabilities2,198
 2,140
Long-term operating lease liabilities2,025 2,078 
Operating lease liabilities$2,710
 $2,619
Operating lease liabilities$2,544 $2,592 
   
Weighted average remaining lease term9.0 years
 8.9 years
Weighted average remaining lease term8.3 years8.4 years
Weighted average discount rate4.23% 4.31%Weighted average discount rate3.85 %3.86 %
_________
(a)
(a)    Included in Accounts payable and other current liabilities.
Included in Accounts payable and other current liabilities.



Supplemental cash flow information related to leases is as follows:
Three Months Ended 
March 31,		Three Months Ended 
March 31,
2020 201920212020
Cash payments for lease liabilities within operating activities:   Cash payments for lease liabilities within operating activities:
Property operating leases$170
 $189
Property operating leases$202 $170 
Non-cash activities - increase (decrease) in ROU assets in exchange for lease liabilities:   Non-cash activities - increase (decrease) in ROU assets in exchange for lease liabilities:
Property operating leases (a)
296
 (113)
Property operating leasesProperty operating leases169 296 

_________
(a)
For the three months ended March 31, 2019, ROU assets obtained in exchange for lease liabilities from initial recognition.

3.     Restructuring and Other Related Charges
3.Restructuring and Other Related Charges

Restructuring

During first quarter 2021, the Company initiated a global restructuring plan to focus on cost discipline by reviewing headcounts, facilities and contractor agreements. The Company is transforming its business as it prepares to exit the COVID-19 crisis by controlling fixed costs and matching variable costs to demand (“T21”). During the three months ended March 31, 2021, as part of this process, the Company formally communicated the termination of employment to approximately 80 employees, and as of March 31, 2021, the Company terminated approximately 60 of these employees. The Company expects further restructuring expense of approximately $55 million related to this initiative to be incurred in 2021.

During first quarter 2020, the Company initiated a global restructuring plan to reduce operating costs, such as headcount and facilities, due to declining reservations and revenue resulting from the COVID-19 outbreak (“2020 Optimization Plan”). During the three months ended March 31, 2020, as part of this process, the Company formally communicated the termination of employment to approximately 585 employees, and as of March 31, 2020, the Company had terminated approximately 450 of these employees. The Company expects no further restructuring expense of approximately $15 million related to this initiative to be incurred in 2020.initiative.

13
During third quarter 2019, the Company initiated a restructuring plan to exit its operations in Brazil by closing rental facilities, disposing
Table of assets and terminating personnel (“Brazil”). During the three months ended March 31, 2020, as part of this initiative, the Company formally communicated the termination of employment to approximately 20 employees. The Company expects further restructuring expense of approximately $7 million to be incurred.Contents

During first quarter 2019, the Company initiated a restructuring plan to drive global efficiency by improving processes and consolidating functions, and to create new objectives and strategies for its U.S. truck rental operations by reducing headcount, large vehicles and rental locations (“T19”). This initiative is substantially complete.


The following tables summarize the changes to our restructuring-related liabilities and identifies the amounts recorded within the Company’s reporting segments for restructuring charges and corresponding payments and utilizations:
    Americas International Total
Balance as of January 1, 2020  $2
 $4
 $6
 Restructuring expense:       
 2020 Optimization Plan  15
 11
 26
 Brazil  1
 —
 1
 Restructuring payment/utilization:       
 2020 Optimization Plan  (1) (2) (3)
 Brazil  (1) —
 (1)
 T19  (2) (2) (4)
Balance as of March 31, 2020  $14
 $11
 $25
         
  Personnel Facility
Related		 
Other (a)
 Total
Balance as of January 1, 2020$3
 $1
 $2
 $6
 Restructuring expense:       
 2020 Optimization Plan24
 2
 —
 26
 Brazil1
 —
 —
 1
 Restructuring payment/utilization:       
 2020 Optimization Plan(3) —
 —
 (3)
 Brazil(1) —
 —
 (1)
 T19(4) —
 —
 (4)
Balance as of March 31, 2020$20
 $3
 $2
 $25

AmericasInternationalTotal
Balance as of January 1, 2021$3 $6 $9 
Restructuring expense:
T211 6 7 
Restructuring payment/utilization:
T21(1)(4)(5)
2020 Optimization Plan(2)(2)(4)
Balance as of March 31, 2021$1 $6 $7 
 PersonnelFacility
Related
Other (a)
Total
Balance as of January 1, 2021$4 $2 $3 $9 
Restructuring expense:
T215 2 0 7 
Restructuring payment/utilization:
T21(3)(2)0 (5)
2020 Optimization Plan(3)0 (1)(4)
Balance as of March 31, 2021$3 $2 $2 $7 
__________
(a)
(a)Includes expenses primarily related to the disposition of vehicles.

Includes expenses primarily related to the disposition of vehicles.

Other Related Charges

Limited Voluntary Opportunity Plan (“LVOP”)

During 2020, the Company offered a voluntary termination program to certain employees in field operations, shared services, and general and administrative functions for a limited time. These employees, if qualified, elected resignation from employment in return for enhanced severance benefits to be settled in cash. During the three months ended March 31, 2020, the Company recorded other related charges of approximately $15 million in connection with the LVOP. As of March 31, 2020, approximately 400 qualified employees elected to participate in the plan and approximately 280 of all participants had been terminated.

Officer Separation Costs

In March 2020, the Company announced the departure of Michael K. Tucker as Executive Vice President, General Counsel effective March 27, 2020. In connection with Mr. Tucker’s separation, the Company recorded other related charges of approximately $2 million.million for the three months ended March 31, 2020.

In March 2019, the Company announced the resignation
14
Table of Mark J. Servodidio as the Company’s President, International effective June 14, 2019. In connection with Mr. Servodidio’s departure, the Company recorded other related charges of approximately $3 million, inclusive of accelerated stock-based compensation expense.Contents

4.    Earnings Per Share

4.Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) (shares in millions): 
Three Months Ended 
March 31,
20212020
Net loss for basic and diluted EPS$(170)$(158)
Basic weighted average shares outstanding69.9 72.9 
Non-vested stock (a)
0 0 
Diluted weighted average shares outstanding69.9 72.9 
Loss per share:
Basic$(2.43)$(2.16)
Diluted$(2.43)$(2.16)
  Three Months Ended 
March 31,
  2020 2019
Net loss for basic and diluted EPS$(158) $(91)
     
Basic and diluted weighted average shares outstanding (a)
72.9
 75.8
     
Loss per share:   
 Basic and diluted$(2.16) $(1.20)
__________
(a)As the Company incurred a net loss for the three months ended March 31, 2021 and 2020, 1.1 million and 1.3 million non-vested stock awards, respectively, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding.

__________
(a)
For the three months ended March 31, 2020 and 2019, 1.3 million and 1.3 million non-vested stock awards, respectively, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding.

5.Acquisitions

5.    Other Current Assets
Avis and Budget Licensees

During first quarter 2020, the Company completed the acquisitions of various licensees in North America, for approximately $21 million, plus $21 million for acquired fleet. These investments were in-line with the Company’s strategy to re-acquire licensees when advantageous to expand its footprint of Company-operated locations. The acquired fleet was financed under the Company’s existing financing arrangements. In connection with these acquisitions, approximately $21 million was recorded in other intangibles related to license agreements. The license agreements are being amortized over a weighted average useful life of approximately two years. The fair value of the assets acquired and liabilities assumed has not yet been finalized and is therefore subject to change.

6.Other Current Assets

Other current assets consisted of:
As of 
March 31, 
2021		As of December 31, 2020
Prepaid expenses$204 $161 
Sales and use taxes139 147 
Other163 148 
Other current assets$506 $456 
 As of 
March 31, 
2020		 As of December 31, 2019
Prepaid expenses$197
 $234
Sales and use taxes159
 173
Other180
 141
Other current assets$536
 $548



6.    Intangible Assets
7.Intangible Assets

Intangible assets consisted of:
 As of March 31, 2020 As of December 31, 2019
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Amortized Intangible Assets           
License agreements$257
 $112
 $145
 $241
 $108
 $133
Customer relationships250
 169
 81
 255
 165
 90
Other50
 26
 24
 50
 25
 25
Total$557
 $307
 $250
 $546
 $298
 $248
            
Unamortized Intangible Assets           
Goodwill$1,069
     $1,101
    
Trademarks$544
     $550
    


 As of March 31, 2021As of December 31, 2020
 Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Amortized Intangible Assets
License agreements$275 $159 $116 $280 $151 $129 
Customer relationships261 198 63 268 196 72 
Other52 33 19 54 33 21 
Total$588 $390 $198 $602 $380 $222 
Unamortized Intangible Assets
Goodwill$1,121 $1,137 
Trademarks$552 $552 
For the three months ended March 31, 20202021 and 2019,2020, amortization expense related to amortizable intangible assets was approximately $13$18 million and $17$13 million, respectively. Based on the Company’s amortizable intangible assets at March 31, 2020,2021, the Company expects amortization expense of approximately $47$40 million for the remainder of 2020, $53 million for 2021, $32$34 million for 2022, $24$25 million for 2023, $21$22 million for 2024, and $16$17 million for 2025 and $15 million for 2026, excluding effects of currency exchange rates.

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8.Vehicle Rental Activities
7.    Vehicle Rental Activities

The components of vehicles, net within assets under vehicle programs were as follows: 
 As of As of
 March 31, December 31,
 2020 2019
Rental vehicles$13,001
 $13,461
Less: Accumulated depreciation(1,429) (1,621)
 11,572
 11,840
Vehicles held for sale1,243
 337
Vehicles, net$12,815
 $12,177


As ofAs of
March 31,December 31,
20212020
Rental vehicles$10,251 $9,210 
Less: Accumulated depreciation(1,288)(1,337)
8,963 7,873 
Vehicles held for sale138 280 
Vehicles, net$9,101 $8,153 
The components of vehicle depreciation and lease charges, net are summarized below: 
 Three Months Ended 
March 31,
20212020
Depreciation expense$259 $414 
Lease charges44 56 
(Gain) loss on sale of vehicles, net(49)(11)
Vehicle depreciation and lease charges, net$254 $459 
 Three Months Ended 
March 31,
 2020 2019
Depreciation expense$414
 $436
Lease charges56
 57
(Gain) loss on sale of vehicles, net(11) (8)
Vehicle depreciation and lease charges, net$459
 $485


At March 31, 20202021 and 2019,2020, the Company had payables related to vehicle purchases included in liabilities under vehicle programs - other of $240$344 million and $632$240 million, respectively, and receivables related to vehicle sales included in assets under vehicle programs - receivables from vehicle manufacturers and other of $491$195 million and $474$491 million, respectively.

9.Income Taxes
8.    Income Taxes

The Company’s effective tax rate for the three months ended March 31, 20202021 and 20192020 were benefits of 40.4%32.0% and 33.1%40.4%, respectively. Such rates differed from the Federal statutoryStatutory rate of 21.0% primarily due to foreign taxes on our internationalInternational operations and state taxes.


10.Accounts Payable and Other Current Liabilities
9.    Accounts Payable and Other Current Liabilities

Accounts payable and other current liabilities consisted of: 
As ofAs of
March 31,December 31,
20212020
Short-term operating lease liabilities$519 $514 
Accounts payable458 394 
Accrued sales and use taxes214 215 
Public liability and property damage insurance liabilities – current166 162 
Deferred lease revenues – current151 70 
Accrued payroll and related136 117 
Accrued advertising and marketing124 122 
Other403 440 
Accounts payable and other current liabilities$2,171 $2,034 
 As of
As of
 March 31,
December 31,
 2020
2019
Short-term operating lease liabilities$512
 $479
Accounts payable402
 378
Accrued sales and use taxes216
 223
Public liability and property damage insurance liabilities – current176
 178
Accrued advertising and marketing154
 191
Accrued payroll and related121
 195
Other564
 562
Accounts payable and other current liabilities$2,145
 $2,206


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11.Long-term Corporate Debt and Borrowing Arrangements
10.    Long-term Corporate Debt and Borrowing Arrangements

Long-term corporate debt and borrowing arrangements consisted of:
   As of As of
 
Maturity
Date
 March 31, December 31,
  2020 2019
5½% Senior Notes (a)
April 2023 $200
 $200
6⅜% Senior NotesApril 2024 350
 350
4⅛% euro-denominated Senior NotesNovember 2024 331
 336
5¼% Senior NotesMarch 2025 375
 375
4½% euro-denominated Senior NotesMay 2025 276
 280
4¾% euro-denominated Senior NotesJanuary 2026 386
 393
5¾% Senior NotesJuly 2027 400
 400
Floating Rate Term Loan (b)
August 2027 1,207
 1,112
Other (c)
  26
 28
Deferred financing fees  (37) (39)
Total  3,514
 3,435
Less: Short-term debt and current portion of long-term debt  118
 19
Long-term debt  $3,396
 $3,416

As ofAs of
Maturity
Date		March 31,December 31,
20212020
6.375% Senior NotesApril 2024$0 $350 
4.125% euro-denominated Senior NotesNovember 2024351 366 
5.250% Senior NotesMarch 2025235 375 
4.500% euro-denominated Senior NotesMay 2025293 305 
10.500% Senior Secured NotesMay 20250 487 
4.750% euro-denominated Senior NotesJanuary 2026410 428 
5.750% Senior NotesJuly 2027725 724 
4.750% Senior NotesApril 2028500 0 
5.375% Senior NotesMarch 2029600 0 
Floating Rate Term Loan (a)
August 20271,196 1,199 
Other (b)
22 24 
Deferred financing fees(49)(48)
Total4,283 4,210 
Less: Short-term debt and current portion of long-term debt19 19 
Long-term debt$4,264 $4,191 
__________
(a)
A portion of these notes have been called for early redemption.
(b)
The floating rate term loan is part of the Company’s senior revolving credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. As of March 31, 2020,
(a)The floating rate term loan is part of the Company’s senior revolving credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property. As of March 31, 2021, the floating rate term loan due 2027 bears interest at one-month LIBOR plus 175 basis points, for an aggregate rate of 2.74%. The Company has entered into a swap to hedge $700 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of 3.42%.
(c)
Primarily includes finance leases which are secured by liens on the related assets.

In February 2020, the Company amended its Floating Rate Term Loan due 2025 to extend its maturity term to 2027 and reduce its interest to one-month LIBOR plus 1.75%225 basis points, for an aggregate rate of 2.36%. The Company increased the outstanding borrowing principal amount of the Floating Rate Term Loanhas entered into a swap to $1.2 billion and on April 1, 2020 used the additional loan amount to redeem $100hedge $700 million of its outstanding 5½%interest rate exposure related to the floating rate term loan at an aggregate rate of 4.58%.
(b)Primarily includes finance leases which are secured by liens on the related assets.

In March 2021, the Company issued $600 million of 5.375% Senior Notes due 2023.March 2029, at par, with interest paid semiannually. Net proceeds, together with cash on hand, were used to redeem all of the outstanding 10.5% Senior Secured Notes due 2025 for $599 million plus accrued interest.

In March 2021, the Company issued $500 million of 4.75% Senior Notes due March 2028, at par, with interest paid semiannually. Net proceeds, together with cash on hand, were used to redeem all of the outstanding 6.375% Senior Notes due 2024 for $356 million plus accrued interest and a portion of its outstanding 5.25% Senior Notes due 2025 for $142 million plus accrued interest.

The 5.375% and 4.75% notes are guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries.

Committed Credit Facilities and Available Funding Arrangements

At March 31, 2020,2021, the committed corporate credit facilities available to the Company and/or its subsidiaries were as follows: 
 
Total
Capacity
 
Outstanding
Borrowings
 Letters of Credit Issued 
Available
Capacity
Senior revolving credit facility maturing 2023 (a) 
$1,800
 $—
 $1,210
 $590
Total
Capacity		Outstanding
Borrowings		Letters of Credit IssuedAvailable
Capacity
Senior revolving credit facility maturing 2023 (a)
$1,800 $0 $1,230 $570 
__________
(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 facilities, which include the floating rate term loan and the senior revolving credit facility, and which are secured by pledges

(a)The senior revolving credit facility bears interest at one-month LIBOR plus 250 basis points and is part of the Company’s senior credit facilities, which include the floating rate term loan and the senior revolving credit facility, and which are secured by pledges of capital stock of certain subsidiaries of the Company, liens on substantially all of the Company’s intellectual property and certain other real and personal property.

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
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transactions. The Company’s senior credit facilitiesfacility also containcontains a consolidated first lienmaximum leverage ratio requirement.requirement which has been amended to provide a holiday from such leverage covenant through June 30, 2021 (See Note 1 – Basis of Presentation). As of March 31, 2020,2021, the Company was in compliance with the financial covenants governing its indebtedness.

12.Debt Under Vehicle Programs and Borrowing Arrangements
11.    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 ofAs ofAs of
March 31, December 31,March 31,December 31,
2020 201920212020
Americas - Debt due to Avis Budget Rental Car Funding$9,392
 $7,975
Americas - Debt due to Avis Budget Rental Car Funding$6,181 $5,116 
Americas - Debt borrowings702
 827
Americas - Debt borrowings499 509 
International - Debt borrowings1,779
 2,100
International - Debt borrowings1,020 1,115 
International - Finance leases172
 215
International - Finance leases140 162 
Other3
 —
Deferred financing fees (a)
(50) (49)
Deferred financing fees (a)
(39)(45)
Total$11,998
 $11,068
Total$7,801 $6,857 
__________
(a)
Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of March 31, 2020 and December 31, 2019 was $42 million and $40 million, respectively.

In January 2020, the Company’s Avis Budget Rental Car Funding subsidiary issued approximately $700as of March 31, 2021 and December 31, 2020 were $32 million in asset-backed notes with an expected final payment date of August 2025 incurring interest at a weighted average rate of 2.42%.and $36 million, respectively.

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 March 31, 2020.2021.
 
Debt under Vehicle Programs (a)
Within 1 year$1,694
Between 1 and 2 years (b)
5,607
Between 2 and 3 years1,406
Between 3 and 4 years1,136
Between 4 and 5 years1,583
Thereafter622
Total$12,048

__________
Debt under Vehicle Programs (a)
Within 1 year (b)
$1,858 
(a)Between 1 and 2 years (c)
Vehicle-backed debt primarily represents asset-backed securities.
2,171 
(b)Between 2 and 3 years (d)
Includes $4.8 billion of bank1,253 
Between 3 and bank-sponsored facilities.4 years1,598 
Between 4 and 5 years960 
Thereafter0 
Total$7,840 


__________
(a)    Vehicle-backed debt primarily represents asset-backed securities.
(b)    Includes $0.4 billion of bank and bank-sponsored facilities.
(c)    Includes $0.9 billion of bank and bank-sponsored facilities.
(d)    Includes $0.1 billion of bank and bank-sponsored facilities.

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Committed Credit Facilities and Available Funding Arrangements

As of March 31, 2020,2021, 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 (b)
 
Available
Capacity
Americas - Debt due to Avis Budget Rental Car Funding$9,392
 $9,392
 $—
Americas - Debt borrowings909
 702
 207
International - Debt borrowings2,880
 1,779
 1,101
International - Finance leases204
 172
 32
Other3
 3
 —
Total$13,388
 $12,048
 $1,340

Total
Capacity (a)
Outstanding
Borrowings (b)
Available
Capacity
Americas - Debt due to Avis Budget Rental Car Funding$9,011 $6,181 $2,830 
Americas - Debt borrowings746 499 247 
International - Debt borrowings2,713 1,020 1,693 
International - Finance leases204 140 64 
Total$12,674 $7,840 $4,834 
__________
(a)
(a)    Capacity is subject to maintaining sufficient assets to collateralize debt.
(b)    The outstanding debt is collateralized by vehicles and related assets of $7.4 billion for Americas - Debt due to Avis Budget Rental Car Funding; $0.7 billion for Americas - Debt borrowings; $1.2 billion for International - Debt borrowings; and $0.2 billion for International - Finance leases.

Capacity is subject to maintaining sufficient assets to collateralize debt.
(b)
The outstanding debt is collateralized by vehicles and related assets of $10.5 billion for Americas - Debt due to Avis Budget Rental Car Funding; $0.8 billion for Americas - Debt borrowings; $2.1 billion for International - Debt borrowings; and $0.2 billion for International - Finance leases.

Debt Covenants

The agreements under the Company’s vehicle-backed funding programs contain restrictive covenants, including restrictions on dividends paid to the Company by certain of its subsidiaries and restrictions on indebtedness, mergers, liens, liquidations, and sale and leaseback transactions and in some cases also require compliance with certain financial requirements. As of March 31, 2020,2021, 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.

13.Commitments and Contingencies
12.    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 2017, following a state court trialtrials in Georgia, a jury found the Company was found liable for damages in a casetwo cases brought by a plaintiffplaintiffs who waswere injured in a vehicle accident allegedly caused by an employee of an independent contractor of the Company who was acting outside of the scope of employment. In fourth quarter 2019, the Company appealed both verdicts resulting in a reversal of the opinionsjudgments rendered. The plaintiffs filed a petition to have the Georgia Supreme Court granted the plaintiffs’ application to review the state appellate court’s reversal of the opinion.judgements entered at the trial court. The Georgia Supreme Court heard oral arguments in December 2020 and on May 3, 2021 issued a decision affirming the appellate court’s judgments. Following the issuance of this decision, plaintiffs have the ability to file a motion for reconsideration. The Company has recognized a liability related to these cases, net of recoverable insurance proceeds, of approximately $12 million.

The Company is currently involved, and in the future may be involved, in claims, legal proceedings, including class actions, and governmental inquiries that are incidental to its vehicle rental and car sharing operations, including, among others, contract and licensee disputes, competition matters, employment and wage-and-hour claims, insurance and liability claims, intellectual property claims, business practice disputes and other regulatory, environmental, commercial and tax matters. Litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur. The Company estimates that the potential exposure resulting from adverse outcomes of current legal proceedings in which it is reasonably possible that a loss may be incurred could, in the aggregate, be up to approximately $40 million in excess of amounts accrued as of
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March 31, 2020.2021. 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 $2.7$6.4 billion of vehicles from manufacturers over the next 12 months, a $5.1$2.3 billion decrease compared to December 31, 2019,2020, financed primarily through the issuance of vehicle-backed debt and cash received upon the disposition of vehicles. Certain of these commitments are subject to the vehicle manufacturers satisfying their obligations under their respective repurchase and guaranteed depreciation agreements.

Concentrations

Concentrations of credit risk at March 31, 20202021 include (i) risks related to the Company’s repurchase and guaranteed depreciation agreements with domestic and foreign car manufacturers, 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 $24$25 million and $15$15 million,, respectively, related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition.


13.    Stockholders’ Equity
14.Stockholders’ Equity

Share Repurchases

The Company’s Board of Directors has authorized the repurchase of up to $1.8 billion of its common stock under a plan originally approved in 2013 and subsequently expanded, most recently in August 2019. During the three months ended March 31, 2020,first quarter of 2021, the Company has repurchased approximately 5.00.1 million shares of common stock at a cost of approximately $113$10 million at an average price of $22.49 under the program. As of March 31, 2020,2021, approximately $76$66 million of authorization remains available to repurchase common stock under this plan.

Share Issuances

On February 10, 2020, the Company announced it had appointed a new Chairman of the Board of Directors and in connection with this appointment, the new Chairman purchased an aggregate $15 million of unregistered shares of the Company’s common stock at a price per share equal to the closing price of the Company’s common stock on February 7, 2020.

Total Comprehensive Income (Loss)

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

The components of other comprehensive income (loss) were as follows: 
 Three Months Ended 
March 31,
 20212020
Net loss$(170)$(158)
Other comprehensive income (loss):
Currency translation adjustments (net of tax of $(12) and $(4), respectively)(14)(83)
Net unrealized gain (loss) on cash flow hedges (net of tax of $3 and $6, respectively)35 (18)
Minimum pension liability adjustment (net of tax of $0 and $0, respectively)3 2 
24 (99)
Comprehensive loss$(146)$(257)
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  Three Months Ended 
March 31,
  2020 2019
Net loss$(158) $(91)
Other comprehensive income (loss):   
 Currency translation adjustments (net of tax of $(4), and $(6) respectively)(83) 1
 Net unrealized gain (loss) on cash flow hedges (net of tax of $6 and $3 respectively)(18) (8)
 Minimum pension liability adjustment (net of tax of $0 and $0, respectively)2
 2
  (99) (5)
Comprehensive loss$(257) $(96)
__________

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

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows: 
Currency
Translation
Adjustments
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges(a)
Minimum
Pension
Liability
Adjustment(b)
Accumulated
Other
Comprehensive
Income (Loss)
Balance, January 1, 2021Balance, January 1, 2021$40 $(51)$(176)$(187)
Other comprehensive income (loss) before reclassifications(14)32 1 19 
Amounts reclassified from accumulated other comprehensive income (loss)0 3 2 5 
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)(14)35 3 24 
Balance, March 31, 2021Balance, March 31, 2021$26 $(16)$(173)$(163)
 
Currency
Translation
Adjustments
 
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges(a)
 
Minimum
Pension
Liability
Adjustment(b)
 
Accumulated
Other
Comprehensive
Income (Loss)
Balance, January 1, 2020Balance, January 1, 2020$9
 $(20) $(146) $(157)Balance, January 1, 2020$9 $(20)$(146)$(157)
Other comprehensive income (loss) before reclassifications(83) (18) 1
 (100)Other comprehensive income (loss) before reclassifications(83)(18)1 (100)
Amounts reclassified from accumulated other comprehensive income (loss)—
 —
 1
 1
Amounts reclassified from accumulated other comprehensive income (loss)0 0 1 1 
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)(83) (18) 2
 (99)Net current-period other comprehensive income (loss)(83)(18)2 (99)
Balance, March 31, 2020Balance, March 31, 2020$(74) $(38) $(144) $(256)Balance, March 31, 2020$(74)$(38)$(144)$(256)
        
Balance, December 31, 2018$(3) $2
 $(132) $(133)
Cumulative effect of accounting change—
 1
 —
 1
Balance, January 1, 2019$(3) $3
 $(132) $(132)
Other comprehensive income (loss) before reclassifications1
 (7) 1
 (5)
Amounts reclassified from accumulated other comprehensive income (loss)—
 (1) 1
 —
Net current-period other comprehensive income (loss)1
 (8) 2
 (5)
Balance, March 31, 2019$(2) $(5) $(130) $(137)
__________
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 $92$47 million gain, net of tax, as of March 31, 20202021 related to the Company’s hedge of its net investment in euro-denominated foreign operations (see Note 16–15–Financial Instruments).
(a)
(a)For the three months ended March 31, 2021, the amount reclassified from accumulated other comprehensive income (loss) into corporate interest expense was $1 million ($0 million, net of tax). For the three months ended March 31, 2021, the amount reclassified from accumulated other comprehensive income (loss) into vehicle interest expense was $4 million ($3 million, net of tax).
For the three months ended March 31,2019, the amount reclassified from accumulated other comprehensive income (loss) into corporate interest expense was $2 million ($1 million, net of tax).
(b)
For the three months ended March 31, 2020 and March 31, 2019, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were $2 million ($1 million, net of tax) and $2 million ($1 million, net of tax), respectively.

(b)For the three months ended March 31, 2021 and 2020, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were $3 million ($2 million, net of tax) and $2 million ($1 million, net of tax), respectively..
15.Stock-Based Compensation

14.    Stock-Based Compensation

The Company recorded stock-based compensation expense of $4 million and $(2) million net, due to reversal of expenses recorded in previous quarters, and $5 million expense ($(1)3 million and $4$(1) million, net of tax) during the three months ended March 31, 20202021 and 2019,2020, respectively.


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

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

Expected volatility of stock price91%
Risk-free interest rate0.18%
Valuation period3 years
Dividend yield0%

The activity related to restricted stock units (“RSUs”)RSUs consisted of (in thousands of shares):
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 Number of Shares Weighted
Average
Grant Date
Fair Value		 Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions)Number of SharesWeighted
Average
Grant Date
Fair Value		Weighted Average Remaining Contractual Term (years)Aggregate Intrinsic Value
(in millions)
Time-based RSUsTime-based RSUs     Time-based RSUs
Outstanding at January 1, 2020847
 $36.99
  Outstanding at January 1, 20211,070 $27.47 
 
Granted (a)
568
 21.67
  
Granted (a)
240 63.12 
 
Vested (b)
(376) 38.29
  
Vested (b)
(375)30.05 
 Forfeited(34) 38.91
  Forfeited(7)25.35 
Outstanding and expected to vest at March 31, 2020 (c)
1,005
 $27.78
 1.6 $14
Outstanding and expected to vest at March 31, 2021 (c)
928 $35.66 1.3$67 
Performance-based RSUs     
Performance-based and market-based RSUsPerformance-based and market-based RSUs
Outstanding at January 1, 20201,061
 $38.89
  Outstanding at January 1, 2021988 $32.41 
 
Granted (a)
515
 21.09
  
Granted (a)
236 62.27 
 
Vested (b)
(73) 36.64
  
Vested (b)
0 0 
 Forfeited(380) 35.54
  Forfeited(272)48.72 
Outstanding at March 31, 20201,123
 $32.01
 2.2 $16
Outstanding at March 31, 2021952 $35.14 2.0$69 
Outstanding and expected to vest at March 31, 2020 (c)
257
 $21.09
 2.9 $4
Outstanding and expected to vest at March 31, 2021 (c)
203 $54.59 2.8$15 
__________
(a)
(a)Reflects the maximum number of stock units assuming achievement of all performance-, market- and time-vesting criteria and does not include those for non-employee directors. The weighted-average fair value of time-based RSUs and performance-based and market-based RSUs granted during the three months ended March 31, 2020 was $21.67 and $21.09, respectively.
Reflects the maximum number of stock units assuming achievement of all performance- and time-vesting criteria and does not include those for non-employee directors. The weighted-average fair value of time-based RSUs and performance-based RSUs granted during the three months ended March 31, 2019 was $34.82.
(b)
The total fair value of RSUs vested during March 31, 2020 and 2019 was $17 million and $12 million, respectively.
(c)
Aggregate unrecognized compensation expense related to time-based RSUs and performance-based RSUs amounted to $32 million and will be recognized over a weighted average vesting period of 1.9 years.

(b)The total fair value of RSUs vested during March 31, 2021 and 2020 was $11 million and $17 million, respectively.
16.Financial Instruments
(c)Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to $39 million and will be recognized over a weighted average vesting period of 1.6 years.

15.    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 certain of its non-U.S.-dollar denominated receivables and forecasted royalties, forecasted earnings of non-U.S. subsidiaries and forecasted non-U.S.-dollar denominated acquisitions. The Company primarily hedges a portion of its current-year currency exposure to the Australian, Canadian and New Zealand dollars, the euro and the British pound sterling. The majority of forward contracts do not qualify for hedge accounting treatment. The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk they economically hedge. Forward contracts used to hedge forecasted third-party receipts and disbursements up to 12 months are designated and do qualify as cash flow hedges. The Company has designated its euro-denominated notes as a hedge of its investment in euro-denominated foreign operations.
The estimated net amount of existing gains or losses the Company expects to reclassify from accumulated other comprehensive income (loss) to earnings for cash flow and net investment hedges over the next 12 months is not material.

Interest Rate Risk. The Company uses various hedging strategies including interest rate swaps and interest rate caps to create what it deems 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 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 affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company records the gains or losses related to freestanding derivatives, which are not designated as a hedge for accounting purposes, currently in earnings and are presented in the same line of the income statement expected for the hedged item. The Company estimates that approximately $14$20 million of losses currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months.


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

The Company held derivative instruments with absolute notional values as follows:
 As of March 31, 2020
Foreign exchange contracts$1,685
Interest rate caps (a)
8,192
Interest rate swaps2,250
  
Commodity contracts (millions of gallons of unleaded gasoline)15
__________
As of March 31, 2021
Foreign exchange contracts$1,711 
Interest rate caps (a)
8,686 
Interest rate swaps1,950 
(a)
Represents $5.6 billion of interest rate caps sold, partially offset by approximately $2.6 billion of interest rate caps purchased. These amounts exclude $3.0 billion of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary as it is not consolidated by the Company.
__________
(a)Represents $5.8 billion of interest rate caps sold, partially offset by approximately $2.8 billion of interest rate caps purchased. These amounts exclude $3.0 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 March 31, 2020 As of December 31, 2019 As of March 31, 2021As of December 31, 2020
 
Fair Value,
Derivative
Assets
 
Fair Value,
Derivative
Liabilities
 Fair Value,
Derivative
Assets		 Fair Value,
Derivative
Liabilities		 Fair Value,
Derivative
Assets		Fair Value,
Derivative
Liabilities		Fair Value,
Derivative
Assets		Fair Value,
Derivative
Liabilities
Derivatives designated as hedging instrumentsDerivatives designated as hedging instruments       Derivatives designated as hedging instruments
Interest rate swaps (a)
$—
 $51
 $—
 $27
Interest rate swaps (a)
$6 $43 $0 $69 
        
Derivatives not designated as hedging instrumentsDerivatives not designated as hedging instruments       Derivatives not designated as hedging instruments
Foreign exchange contracts (b)
22
 31
 5
 10
Foreign exchange contracts (b)
16 11 3 11 
Interest rate caps (c)
—
 3
 —
 1
Interest rate caps (c)
1 1 0 0 
Commodity contracts (b)
—
 7
 —
 —
Total$22
 $92
 $5
 $38
Total$23 $55 $3 $80 
__________
Amounts in this table exclude derivatives issued by Avis Budget Rental Car Funding, as it is not consolidated by the Company; however, certain amounts related to the derivatives held by Avis Budget Rental Car Funding are included within accumulated other comprehensive income (loss), as discussed in Note 14–13–Stockholders’ Equity.
(a)
(a)Included in other non-current assets or other non-current liabilities.
(b)Included in other current assets or other current liabilities.
(c)Included in assets under vehicle programs or liabilities under vehicle programs.

Included in other non-current assets or other non-current liabilities.
(b)
Included in other current assets or other current liabilities.
(c)
Included in assets under vehicle programs or liabilities under vehicle programs.

The effects of derivatives recognized in the Company’s Consolidated Condensed Financial Statements were as follows:
 Three Months Ended 
March 31,		 Three Months Ended 
March 31,
 2020
2019 20212020
Derivatives designated as hedging instruments (a)
Derivatives designated as hedging instruments (a)
   
Derivatives designated as hedging instruments (a)
Interest rate swaps (b)
$(18) $(8)
Interest rate swaps (b)
$35 $(18)
Euro-denominated notes (c)
11
 16
Euro-denominated notes (c)
33 11 
Derivatives not designated as hedging instruments (d)
Derivatives not designated as hedging instruments (d)
   
Derivatives not designated as hedging instruments (d)
Foreign exchange contracts (e)
27
 1
Foreign exchange contracts (e)
(8)27 
Commodity contracts (f)
(7) 3
Interest rate swap (f)
(1)0 
Total$13
 $12
Commodity contracts (g)
0 (7)
Total$59 $13 
__________
(a)
(a)Recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.
(b)Classified as a net unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss). Refer to Note 13–Stockholders’ Equity for amounts reclassified from accumulated other comprehensive income into earnings.
(c)Classified as a net investment hedge within currency translation adjustment in accumulated other comprehensive income (loss).
(d)Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.
(e)For the three months ended March 31, 2021, included a $7 million loss in interest expense and a $1 million loss in operating
23
expense. For the three months ended March 31, 2020, included $28 million gain in interest expense and a $1 million loss in operating expense.
(f)Included primarily in vehicle interest, net.
(g)Included in operating expense.

Recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.
(b)
Classified as a net unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss). Refer to Note 14–Stockholders’ Equity for amounts reclassified from accumulated other comprehensive income into earnings.

(c)
Classified as a net investment hedge within currency translation adjustment in accumulated other comprehensive income (loss).
(d)
Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.
(e)
For the three months ended March 31, 2020, included a $28 million gain in interest expense and a $1 million loss in operating expense. For the three months ended March 31, 2019, included $4 million loss in interest expense and a $5 million gain in operating expense.
(f)
Included in operating expense.

Debt Instruments

The carrying amounts and estimated fair values (Level 2) of debt instruments were as follows: 
 As of March 31, 2020 As of December 31, 2019 As of March 31, 2021As of December 31, 2020
 
Carrying
Amount
 
Estimated
Fair
Value
 
Carrying
Amount
 
Estimated
Fair
Value
 Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Corporate debtCorporate debt       Corporate debt
Short-term debt and current portion of long-term debt$118
 $105
 $19
 $19
Short-term debt and current portion of long-term debt$19 $19 $19 $18 
Long-term debt3,396
 2,695
 3,416
 3,572
Long-term debt4,264 4,408 4,191 4,337 
        
Debt under vehicle programsDebt under vehicle programs       Debt under vehicle programs
Vehicle-backed debt due to Avis Budget Rental Car Funding$9,350
 $8,989
 $7,936
 $8,077
Vehicle-backed debt due to Avis Budget Rental Car Funding$6,149 $6,429 $5,080 $5,317 
Vehicle-backed debt2,641
 2,641
 3,129
 3,142
Vehicle-backed debt1,649 1,668 1,775 1,796 
Interest rate swaps and interest rate caps (a)
7
 7
 3
 3
Interest rate swaps and interest rate caps (a)
3 3 2 2 
__________
(a)
(a)    Derivatives in a liability position.
Derivatives in a liability position.


17.Segment Information
16.    Segment Information

The Company’s chief operating decision-maker assesses performance and allocates resources based upon the separate financial information from each of 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 revenues and “Adjusted EBITDA,” which the Company defines as income (loss) from continuing operations before non-vehicle related depreciation and amortization, any impairment charges, restructuring and other related charges, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, net, charges for unprecedented personal-injury and other legal matters, non-operational charges related to shareholder activist activity, which include third party advisory, legal and other professional service fees, gain on sale of equity method investment in China, COVID-19 charges and income taxes. Net charges for unprecedented personal-injury legal matters and gain on sale of equity method investment in China are recorded within operating expenses in the Company’s Consolidated Condensed Statement of Comprehensive Income. Non-operational charges related to shareholder activist activity include third party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in the Company’s Consolidated Condensed Statement of Comprehensive Income. COVID-19 charges include unusual, direct and incremental costs due to the COVID-19 global pandemic such as minimum annual guaranteed rent in excess of concession fees for the period, overflow parking for idle vehicles and related shuttling costs, incremental cleaning supplies to sanitize vehicles and facilities, and losses associated with vehicles damaged in overflow parking lots, and are recorded within operating expenses in the Company’s Consolidated Condensed Statementnet of Comprehensive Income. The Company has revised its definition of Adjusted EBITDA to exclude COVID-19 charges. The Company has not revised prior years' Adjusted EBITDA amounts because there were no other charges similar in nature to these.insurance proceeds. The Company’s presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

24
 Three Months Ended March 31, Three Months Ended March 31,
 2020 2019 20212020
 Revenues
Adjusted EBITDA
Revenues
Adjusted EBITDARevenuesAdjusted EBITDARevenuesAdjusted EBITDA
AmericasAmericas$1,257
 $(30) $1,327
 $35
Americas$1,080 $108 $1,257 $(30)
InternationalInternational496
 (40) 593
 (21)International292 (50)496 (40)
Corporate and Other (a)
Corporate and Other (a)
—
 (17) —
 (15)
Corporate and Other (a)
0 (11)0 (17)
Total Company$1,753
 $(87) $1,920
 $(1)Total Company$1,372 $47 $1,753 $(87)
        
Reconciliation of Adjusted EBITDA to loss before income taxes    
Reconciliation of Adjusted EBITDA to income (loss) before income taxesReconciliation of Adjusted EBITDA to income (loss) before income taxes
  2020   201920212020
Adjusted EBITDAAdjusted EBITDA  $(87)   $(1)Adjusted EBITDA$47 $(87)
Less:Less:Non-vehicle related depreciation and amortization 69
   67
Less:Non-vehicle related depreciation and amortization68 69 
 Interest expense related to corporate debt, net:      Interest expense related to corporate debt, net:
 Interest expense 48
   42
Interest expense61 48 
 Early extinguishment of debt 4
   —
Early extinguishment of debt129 4 
 Restructuring and other related charges 44
   21
Restructuring and other related charges20 44 
 
COVID-19 charges (b)
  7
   —
COVID-19 charges (b)
18 7 
 
Non-operational charges related to shareholder activist activity (c)
 4
   —
Transaction-related costs, net1 2 
 Transaction-related costs, net  2
   5
Non-operational charges related to shareholder
   activist activity (c)
0 4 
Loss before income taxesLoss before income taxes  $(265)   $(136)Loss before income taxes$(250)$(265)
__________
(a)
(a)Includes unallocated corporate overhead which is not attributable to a particular segment.
Includes unallocated corporate overhead which is not attributable to a particular segment.
(b)
Reported within operating expenses.
(c)
Reported within selling, general and administrative expenses.

As(b)For three months ended March 31, 2021 consists of $17 million within operating expenses and $1 million within selling, general and administrative expenses, primarily consisting of $19 million of minimum annual guaranteed rent in excess of concession fees, $5 million of other charges and $(6) million associated with vehicles damaged in overflow parking lots, net of insurance proceeds. For the three months ended March 31, 2020, consists of $7 million within operating expenses, primarily consisting of $5 million associated with vehicles damaged in overflow parking lots, net of insurance proceeds and $2 million of incremental cleaning supplies to sanitize vehicles and facilities, and over flow parking.
(c)Reported within selling, general and administrative expenses.

Since December 31, 2019, Americas’2020, there have been no significant changes in segment assets exclusive of assets under vehicle programs. As of March 31, 2021 and December 31, 2020, Americas’ segment assets under vehicle programs were approximately $6.2$8.2 billion and $7.2 billion, respectively, and International segment assets exclusive of assets under vehicle programs were approximately $2.9$1.9 billion and $3.0 billion, respectively.

As of March 31, 2020 and December 31, 2019, Americas’ assets under vehicle programs were approximately $11.6 billion and $10.5 billion, respectively, and International assets under vehicle programs were approximately $2.7 billion and $3.3$2.0 billion, respectively. The changes in assets under vehicle programs is primarily due to the timingincrease in the size of seasonal changesour vehicle rental fleet to meet increase in vehicle fleet.rental demand.

18.Subsequent Events

In April 2020, the Company redeemed $100 million of its Senior Notes due April 2023.

In April 2020, the Company experienced a fire at an overflow parking lot near Southwest Florida International Airport. Vehicles with an estimated carrying value of approximately $50 million are a total loss. The Company estimates a loss of up to $10 million related to this incident, net of insurance proceeds.

In April 2020, the Company amended the credit agreement governing its senior credit facilities to, among other things, waive the quarterly-tested leverage covenant through June 30, 2021 and increase its interest and fees payable on the senior credit facilities until the termination of a specific relief period.


* * * *

25
Item 2.
Management’s Discussion and Analysis of Financial Condition andResults of Operations

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

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes included in this Quarterly Report on Form 10-Q, and with our 20192020 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 includeddiscussed 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,” “Risk Factors” and other portions of our 2019 Form 10-K.“Forward-Looking Statements”. See “Forward-Looking Statements” for additional information. Unless otherwise noted, all dollar amounts in tables are in millions.
OVERVIEW

Our Company

We operate three of the most globally recognized brands in mobility solutions, Avis, Budget and Zipcar, together with several other brands well recognized in their respective markets. We are a leading vehicle rental operator in North America, Europe, Australasia and certain other regions we serve, with an average rental fleet during 20192020 of nearly 660,000533,000 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, car sharing operations in certain of these markets, and licensees in the areas in which we do not operate directly; and International, consisting primarily of our vehicle rental operations in Europe, the Middle East, Africa, Asia and Australasia, car sharing operations in certain of these markets, and licensees in the areas in which we do not operate directly.

Business and Trends

The spreadpositive momentum from the fourth quarter of 2020 carried into the first quarter 2021, during which we generated revenues of $1,372 million, net loss of $170 million and Adjusted EBITDA of $47 million. These results were driven by disciplined cost removal achieved in 2020 and continued fleet management. Our utilization was 67%, a 5.1 point improvement compared to fourth quarter 2020, showing our ability to align our fleet with demand, and per-unit fleet costs per month decreased to $205, or 3% compared to fourth quarter 2020. Revenue per day increased to $55.24, or 2%, compared to fourth quarter 2020.

As the world is looking forward to the easing of restrictions put in place due to COVID-19, there are a number of encouraging developments, such as widespread distribution of effective vaccines, suggesting a steady return to historic travel trends, and we have positioned ourselves to capitalize on the expected surge in travel demand. Although our revenues have yet to reach pre-pandemic levels, we have taken actions to put us on a path of profitability. We continue to look for ways to capitalize on the changes prompted by the pandemic and to expand our business in a post-COVID-19 environment.

Although we have seen substantial improvement, these trends could be delayed if the ongoing effects of the novel coronavirus (“COVID-19”)virus were to bring a significant shift in the economy and the impact onconsumer choices or if travel demand and the global economy are having significant negative impacts on all aspects of our business.

does not return to pre-pandemic levels. Significant events affecting travel have historically had an impact on vehicle rental volumes, with the full extent of the impact generally determined by the length of time the event influences travel decisions. COVID-19 has had, and the Company believes will continue to have, a significant negative impact on our operations and vehicle rental volumes and consequently our financial results, and such negative impact may continue well beyond the containment of this outbreak. In particular:

Reservation volume for the remainder of 2020 is significantly behind prior year on a comparable basis as a result of the effects of COVID-19, which could impact our peak summer season. The third quarter of the year has historically been our most profitable quarter, as measured by net income and Adjusted EBITDA, due to increased summer leisure travel.

The used vehicle market has been disrupted, impacting our ability to dispose of used vehicles. As the market for used vehicles is impacted by general economic conditions resulting from COVID-19, a reduction in residual values for risk vehicles in our fleet could cause us to sustain a substantial loss on the ultimate sale of such vehicles or require us to depreciate those at a more accelerated rate than we have anticipated. If our ability to sell vehicles in the used vehicle market becomes severely limited, we may have difficulty meeting collateral requirements due under our asset-backed financing facilities.

In April 2020, Moody’s and S&P Global (the “Rating Agencies”) downgraded our long-term corporate debt rating. If we were to experience a further downgrade, this could negatively impact our ability to respond to adverse changes in the general economic, industry and competitive conditions, as well as changes in government regulation and changes to our business.

As a result of decreased rental volume, we have parked our vehicles in overflow parking lots. In April 2020, we experienced a fire at an overflow parking lot near Southwest Florida International Airport. As a

result, we have lost vehicles with an estimated carrying value of approximately $50 million. We estimate a loss of up to $10 million related to this incident, which will be treated as COVID-19 charges and excluded from Adjusted EBITDA. We could experience similar casualty losses in other overflow parking lots.

We have taken cost removal and mitigation actions by eliminating all non-essential capital and operating expenditures and we are continuing to negotiate with partners and suppliers for further reductions. We have reduced or furloughed our global workforce, reduced base compensation at the level of vice presidents and above, froze merit increases, eliminated our 401(k) match for highly compensated employees, and canceled all future hiring. We aggressively reduced the size of our global fleet beginning in March and continuing in April, and currently estimate that we will end June with over 20% fewer units than the prior year. Our vehicle dispositions will occur through both traditional methods and by utilizing our alternative distribution strategy by selling directly to dealers and consumers. Finally, we have negotiated a significant number of new vehicle cancellations to improve utilization and shrink the fleet size.

We have never previously experienced such a decrease in demand, and as a result, our ability to be predictive regarding the impact of such a decrease is uncertain. In addition, the magnitude, speed and duration of the global pandemic is uncertain. As a consequence, we cannot estimate the impact on our business, financial condition or forecast financial or operational results with reasonable certainty.


26
RESULTS OF OPERATIONS

We measure performance principally using the following key metrics: (i) rental days, which represent the total number of days (or portion thereof) a vehicle was rented, (ii) revenue per day, which represents revenues divided by rental days, (iii) vehicle utilization, which represents rental days divided by available rental days, with available rental days defined as average rental fleet times the number of days in the period, and (iv) per-unit fleet costs, which represent vehicle depreciation, lease charges and gain or loss on vehicle sales, divided by average rental fleet. Our rental days, revenue per day and vehicle utilization metrics are all calculated based on the actual rental of the vehicle during a 24-hour period. We believe that this methodology provides us with the most relevant metrics in order to manage the business. Our calculation may not be comparable to the calculation of similarly-titled metrics by other companies. We present currency exchange rate effects to provide a method of assessing how our business performed excluding the effects of foreign currency rate fluctuations. Currency exchange rate effects are calculated by translating the current-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 revenues and “Adjusted EBITDA,” which we define as income from continuing operations before non-vehicle related depreciation and amortization, any impairment charges, restructuring and other related charges, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs, net, charges for unprecedented personal-injury and other legal matters, non-operational charges related to shareholder activist activity, which include third party advisory, legal and other professional service fees, gain on sale of equity method investment in China, COVID-19 charges and income taxes. Net charges for unprecedented personal-injury legal matters and gain on sale of equity method investment in China are recorded within operating expenses in our consolidated condensed statement of operations. Non-operational charges related to shareholder activist activity include third party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in our consolidated results of operations. COVID-19 charges include unusual, direct and incremental costs due to the COVID-19 global pandemic such as minimum annual guaranteed rent in excess of concession fees for the period, overflow parking for idle vehicles and related shuttling costs, incremental cleaning supplies to sanitize vehicles and facilities, and losses associated with vehicles damaged in overflow parking lots, and are recorded within operating expenses in our consolidated condensed statementnet of operations. We have revised our definition of Adjusted EBITDA to exclude COVID-19 charges. We did not revise prior years' Adjusted EBITDA amounts because there were no other charges similar in nature to these.insurance proceeds. We believe Adjusted EBITDA is useful as a supplemental measure in evaluating the performance of our operating businesses and in comparing our results from period to period. We also believe that Adjusted EBITDA is useful to investors because it allows them to assess our results of operations and financial condition on the same basis that management uses internally. Adjusted EBITDA is a non-

GAAPnon-GAAP measure and should not be considered in isolation or as a substitute for net income or other income statement data prepared in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

During the three months ended March 31, 2020:2021:

•Our revenues totaled $1.8$1.4 billion and decreased 9%22% compared to the similar period in 2019,2020, primarily due to reduced rental volume.

Our net loss was $158 million and our Adjusted EBITDA loss was $87 million, representing an additional loss of $86 million year-over-year, primarilyvolume due to impacts directly related to COVID-19.

•Our net loss was $170 million, representing an increased loss of $12 million year-over-year, primarily due to premiums paid for the early redemption of our corporate debt, partially offset by strategic cost reduction initiatives to right size the business.

•Our Adjusted EBITDA was $47 million, representing an increase of $134 million year-over-year, primarily due to a 20% decrease in per-unit fleet costs, excluding exchange rate effects and strategic cost reduction initiatives to right size the business, partially offset by impacts directly related to COVID-19.

•We repurchased $113$10 million of our common stock, at an average price of $22.49, reducing our shares outstanding by approximately 5.00.1 million shares, or 7%.

We acquired various licensees in the United States.

shares.

•We issued $600 million and $500 million of 5.375% Senior Notes due March 2029 and 4.75% Senior Notes due March 2028, respectively, with proceeds used to redeem our 10.5% Senior Secured Notes due May 2025, our 6.375% Senior Notes due in April 2024 and a portion of our 5.25% Senior Notes due in March 2025.

27
Three Months Ended March 31, 20202021 vs. Three Months Ended March 31, 20192020

Our consolidated condensed results of operations comprised the following:
 Three Months Ended 
March 31,		    Three Months Ended 
March 31,
 2020 2019 
$ Change 
 % Change20212020
$ Change
% Change
RevenuesRevenues$1,753
 $1,920
 $(167) (9%)Revenues$1,372 $1,753 $(381)(22 %)
        
ExpensesExpenses       Expenses
Operating1,058
 1,071
 (13) (1%)Operating832 1,058 (226)(21 %)
Vehicle depreciation and lease charges, net459
 485
 (26) (5%)Vehicle depreciation and lease charges, net254 459 (205)(45 %)
Selling, general and administrative251
 284
 (33) (12%)Selling, general and administrative182 251 (69)(27 %)
Vehicle interest, net83
 81
 2
 2%Vehicle interest, net75 83 (8)(10 %)
Non-vehicle related depreciation and amortization69
 67
 2
 3%Non-vehicle related depreciation and amortization68 69 (1)(1 %)
Interest expense related to corporate debt, net:       Interest expense related to corporate debt, net:
Interest expense48
 42
 6
 14%Interest expense61 48 13 27 %
Early extinguishment of debt4
 —
 4
 n/m
Early extinguishment of debt129 4 125 n/m
Restructuring and other related charges44
 21
 23
 n/m
Restructuring and other related charges20 44 (24)(55 %)
Transaction-related costs, net2
 5
 (3) (60%)Transaction-related costs, net1 2 (1)(50 %)
Total expensesTotal expenses2,018
 2,056
 (38) (2%)Total expenses1,622 2,018 (396)(20 %)
        
Loss before income taxesLoss before income taxes(265) (136) (129) (95%)Loss before income taxes(250)(265)15 6 %
Benefit from income taxesBenefit from income taxes(107) (45) (62) n/m
Benefit from income taxes(80)(107)27 25 %
       
Net lossNet loss$(158) $(91) $(67) (74%)Net loss$(170)$(158)$(12)(8 %)
__________
n/mNot meaningful.
n/m    Not meaningful.

Revenues decreased during the three months ended March 31, 20202021 compared to the similar period in 2019,2020, primarily due to a 28% decrease in volume as a result of the impact of COVID-19, partially offset by a 7% decrease6% increase in volume, $20 million negative impact from currencyrevenue per day excluding exchange rate movements and a 1% decrease in revenue per day excluding$30 million positive impact from currency exchange rate movements. Total expenses decreased during the three months ended March 31, 2020,2021, compared to the similar period in 2019,2020, primarily due to lower salaries, wagesstrategic cost reduction initiatives and relatedreduced operational activities as a result of the impact of COVID-19. Our effective tax rates were benefits vehicle depreciationof 32% and facilities expense, partially offset40% for the three months ended March 31, 2021 and 2020, respectively. As a result of these items, our net loss increased by higher restructuring$12 million compared to the similar period in 2020. For the three months ended March 31, 2021 and other related charges.2020, the Company reported losses of $2.43 and $2.16 per diluted share, respectively.

Operating expenses increased to 60.3%60.6% of revenue during the three months ended March 31, 20202021 compared to 55.8%60.3% during the similar period in 2019,2020, primarily due to impacts directly related to COVID-19. Vehicle depreciation and lease charges increaseddecreased to 26.2%18.5% of revenue during the three months ended March 31, 20202021 compared to 25.3%26.2% during the similar period in 2019,2020, primarily due to lower revenues, partially offset by Americas’20% lower per-unit fleet costs.costs per month, excluding exchange rate effects. Selling, general and administrative costs decreased to 14.3%13.3% of revenue during the three months ended March 31, 20202021 compared to 14.8%14.3% during the similar period in 2019,2020, primarily due to lower

salaries, wages and related benefits.strategic cost reduction initiatives to right size the business. Vehicle interest costs increased to 4.7%5.5% of revenue during the three months ended March 31, 20202021 compared to 4.2%4.7% during the similar period in 2019,2020, primarily due to lower revenues.impacts directly related to COVID-19.

Our effective tax rates were benefits of 40% and 33% for the three months ended March 31, 2020 and 2019, respectively. As a result of these items, our net loss increased by $67 million compared to the similar period in 2019.

For the three months ended March 31, 2020, the Company reported a loss of $2.16 per diluted share. For the three months ended March 31, 2019, the Company reported a loss of $1.20 per diluted share.

Following is a more detailed discussion of the results of each of our reportable segments and reconciliation of net loss to Adjusted EBITDA: 
28
 Three Months Ended March 31,Three Months Ended March 31,
  2020 2019 20212020
  Revenues Adjusted EBITDA Revenues Adjusted EBITDA RevenuesAdjusted EBITDARevenuesAdjusted EBITDA
AmericasAmericas$1,257
 $(30) $1,327
 $35
Americas$1,080 $108 $1,257 $(30)
InternationalInternational496
 (40) 593
 (21)International292 (50)496 (40)
Corporate and Other (a)
Corporate and Other (a)
—
 (17) —
 (15)
Corporate and Other (a)
— (11)— (17)
Total Company$1,753
 $(87) $1,920
 $(1)Total Company$1,372 $47 $1,753 $(87)
        
 Reconciliation to Adjusted EBITDA Reconciliation to Adjusted EBITDA
     2020 201920212020
Net lossNet loss $(158) $(91)Net loss$(170)$(158)
Benefit from income taxesBenefit from income taxes (107) (45)Benefit from income taxes(80)(107)
Loss before income taxesLoss before income taxes (265) (136)Loss before income taxes(250)(265)
     
Add:Add:Non-vehicle related depreciation and amortization 69
 67
Add:Non-vehicle related depreciation and amortization68 69 
 Interest expense related to corporate debt, net:    Interest expense related to corporate debt, net:
 Interest expense 48
 42
Interest expense61 48 
 Early extinguishment of debt 4
 —
Early extinguishment of debt129 4 
 Restructuring and other related charges 44
 21
Restructuring and other related charges20 44 
 
COVID-19 charges (b)
 7
 —
COVID-19 charges (b)
18 7 
 
Non-operational charges related to shareholder activist activity (c)
 4
 —
Non-operational charges related to shareholder activist activity (c)
— 4 
 
Transaction-related costs, net (d)
 2
 5
Transaction-related costs, net1 2 
Adjusted EBITDAAdjusted EBITDA $(87) $(1)Adjusted EBITDA$47 $(87)
__________
(a)
(a)Includes unallocated corporate overhead which is not attributable to a particular segment.
(b)For three months ended March 31, 2021, consists of $17 million within operating expenses and $1 million within selling, general and administrative expenses in our consolidated condensed results of operations, primarily consisting of $19 million of minimum annual guaranteed rent in excess of concession fees, $5 million of other charges and $(6) million associated with vehicles damaged in overflow parking lots, net of insurance proceeds. For the three months ended March 31, 2020, consists of $7 million within operating expenses, primarily consisting of $5 million associated with vehicles damaged in overflow parking lots, net of insurance proceeds and $2 million of incremental cleaning supplies to sanitize vehicles and facilities, and over flow parking.
(c)Reported within selling, general and administrative expenses in our consolidated condensed results of operations.

Includes unallocated corporate overhead which is not attributable to a particular segment.
(b)
Reported within operating expenses in our consolidated condensed results of operations.
(c)
Reported within selling, general and administrative in our consolidated condensed results of operations.
(d)
Primarily comprised of acquisition- and integration-related expenses.

Americas
 Three Months Ended 
March 31,		  Three Months Ended 
March 31,
 2020 2019 % Change20212020% Change
Revenues $1,257
 $1,327
 (5%)Revenues$1,080 $1,257 (14 %)
Adjusted EBITDA (30) 35
 n/m
Adjusted EBITDA108 (30)n/m
__________
n/mNot meaningful.
n/m    Not meaningful.

Revenues decreased 5%14% during the three months ended March 31, 20202021 compared to the similar period in 2019,2020, primarily due to a 5%23% decrease in volume.volume, partially offset by a 12% increase in revenue per day as a result of the impacts of COVID-19.

Operating expenses increaseddecreased to 58.7%57.9% of revenue during the three months ended March 31, 20202021 compared to 52.5%58.7% during the similar period in 2019,2020, primarily due to strategic cost reduction initiatives to right size the business. Vehicle depreciation and lease charges decreased to 17.0% of revenue during the three months ended March 31, 2021 compared to 26.4% during the similar period in 2020, primarily due to 22% lower per-unit fleet costs. Selling, general and administrative costs decreased to 10.6% of revenue during the three months ended March 31, 2021 compared to 12.3% during the similar period in 2020, primarily due to strategic cost reduction initiatives to right size the business. Vehicle interest costs increased to 5.8% of revenue during the three months ended March 31, 2021 compared to 5.6% during the similar period in 2020, primarily due to impacts directly related to COVID-19.

29
Adjusted EBITDA was $138 million higher during the three months ended March 31, 2021 compared to the similar period in 2020, primarily due to strategic cost reduction initiatives to right size the business, lower per-unit fleet costs and increased revenue per day.

International
Three Months Ended 
March 31,
20212020% Change
Revenues$292 $496 (41 %)
Adjusted EBITDA(50)(40)25 %

Revenues decreased 41% during the three months ended March 31, 2021, compared to the similar period in 2020, primarily due to a 38% decrease in volume and a 13% decrease in revenue per day excluding exchange rate movements as a result of the impacts of COVID-19, partially offset by a $28 million benefit from currency exchange rate movements.

Operating expenses increased to 71.2% of revenue during the three months ended March 31, 2021 compared to 63.9% during the similar period in 2020, primarily due to impacts directly related to COVID-19. Vehicle depreciation and lease charges decreased to 26.4%24.0% of revenue during the three months ended March 31, 20202021 compared to 26.6%25.6% during the similar period in 2019. Selling, general and administrative costs decreased to

12.3% of revenue during the three months ended March 31, 2020, compared to 13.3% during the similar period in 2019, primarily due to lower salaries, wages and related benefits. Vehicle interest costs increased to 5.6% of revenue during the three months ended March 31, 2020 compared to 5.0% during the similar period in 2019, primarily due to lower revenues.

Adjusted EBITDA was $65 million lower in first quarter 2020 compared to the similar period in 2019, primarily due to lower revenues directly related to COVID-19, partially offset by a 10% decrease in per-unit fleet costs excluding exchange rate effects.

International
  Three Months Ended 
March 31,		  
  2020 2019 % Change
Revenues $496
 $593
 (16%)
Adjusted EBITDA (40) (21) (90%)

Revenues decreased 16% during the three months ended March 31, 2020, compared to the similar period in 2019, primarily due to a 11% decrease in volume, 2% decrease in revenue per day excluding exchange rate movements and a $20 million negative impact from currency exchange rate movements.

Operating expenses increased to 63.9% of revenue during the three months ended March 31, 2020 compared to 62.8% during the similar period in 2019, primarily due to impacts directly related to COVID-19. Vehicle depreciation and lease charges increased to 25.6% of revenue during the three months ended March 31, 2020 compared to 22.3% during the similar period in 2019, primarily due to lower revenues and a 2% increase in per-unit fleet costs, excluding exchange rate effects. Selling, general and administrative costs decreasedincreased to 16.0%19.0% of revenue during the three months ended March 31, 20202021 compared to 16.1%16.0% during the similar period in 2019.2020, primarily due to impacts directly related to COVID-19. Vehicle interest costs increased to 2.6%4.4% of revenue during the three months ended March 31, 20202021 compared to 2.4%2.6% during the similar period in 2019.2020, primarily due to impacts directly related to COVID-19.

Adjusted EBITDA was $19$10 million lower in first quarter 20202021 compared to the similar period in 2019,2020, primarily due to a $9 million negative impact from currency exchange rate movements, as lower revenues directly related to COVID-19.COVID-19 were offset by strategic cost reduction initiatives to right size the business and lower per-unit fleet costs.

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
March 31, 2021December 31, 2020Change
Total assets exclusive of assets under vehicle programs$8,474 $8,365 $109 
Total liabilities exclusive of liabilities under vehicle programs9,160 9,053 107 
Assets under vehicle programs10,135 9,173 962 
Liabilities under vehicle programs9,765 8,640 1,125 
Stockholders’ equity(316)(155)(161)
FINANCIAL CONDITION
  March 31, 
2020		 December 31, 2019 Change
Total assets exclusive of assets under vehicle programs $9,252
 $9,311
 $(59)
Total liabilities exclusive of liabilities under vehicle programs 8,603
 8,538
 65
Assets under vehicle programs 14,300
 13,815
 485
Liabilities under vehicle programs 14,657
 13,932
 725
Stockholders’ equity 292
 656
 (364)

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.fleet to meet increased rental demand. The decrease in stockholders’ equity is primarily due to our comprehensive loss and share repurchases.loss.


30
LIQUIDITY AND CAPITAL RESOURCES

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

In March 2021, we issued $600 million of 5.375% Senior Notes due March 2029, at par. We used the proceeds, together with cash on hand, to redeem all of our outstanding 10.5% Senior Secured Notes due 2025. In March 2021, we issued $500 million of 4.75% Senior Unsecured Notes due March 2028. We used the proceeds, together with cash on hand, to redeem all of our outstanding 6.375% Senior Notes due in 2024 and $140 million in aggregate principal amount of our 5.25% Senior Notes due in 2025. We have no meaningful corporate debt maturities until 2023.

The Company’s Board of Directors has authorized the repurchase of up to $1.8 billion of its common stock under a plan originally approved in 2013 and subsequently expanded, most recently in August 2019. The Company’s stock repurchases may occur through open market purchases or trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors. The repurchase program may be suspended, modified or discontinued at any time without prior notice. The repurchase program has no set expiration or termination date. During the three months ended March 31, 2020, our Avis Budget Rental Car Funding subsidiary issued approximately $700 million in asset-backed notes with an expected final payment date of August 2025, and a weighted average interest rate of 2.42%. The proceeds from these borrowings were used to fund the repayment of maturing vehicle-backed debt and the acquisition of rental cars in the United States. During the three months ended March 31, 2020,2021, we repurchased approximately 5.00.1 million shares of our outstanding common stock for approximately $113 million at an average price of $22.49. We have no corporate debt maturities until 2023.$10 million.

CASH FLOWS

The following table summarizes our cash flows:
 Three Months Ended March 31,
 20212020Change
Cash provided by (used in):
Operating activities$336 $370 $(34)
Investing activities(1,366)(1,482)116 
Financing activities914 962 (48)
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash(10)(29)19 
Net decrease in cash and cash equivalents, program and restricted cash(126)(179)53 
Cash and cash equivalents, program and restricted cash, beginning of period765 900 (135)
Cash and cash equivalents, program and restricted cash, end of period$639 $721 $(82)
  Three Months Ended March 31,
  2020 2019 Change
Cash provided by (used in):     

Operating activities$370
 $440
 $(70)

Investing activities(1,482) (1,434) (48)

Financing activities962
 937
 25
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash(29) (2) (27)
Net decrease in cash and cash equivalents, program and restricted cash(179) (59) (120)
Cash and cash equivalents, program and restricted cash, beginning of period900
 735
 165
Cash and cash equivalents, program and restricted cash, end of period$721
 $676
 $45

The decrease in cash provided by operating activities during the three months ended March 31, 20202021 compared with the same period in 20192020 is principally due to changesthe increase in the components of working capital.our net loss.

The increasedecrease in cash used in investing activities during the three months ended March 31, 20202021 compared with the same period in 20192020 is primarily due to an increase in investment in debt securities of AESOPreduced licensee acquisition activity and net assets of acquired businesses partially offset by reduced net investment in vehicles.capital spend.

The increasedecrease in cash provided by financing activities during the three months ended March 31, 20202021 compared with the same period in 20192020 is primarily due to an increasea decrease in net borrowings under vehicle programs.

DEBT AND FINANCING ARRANGEMENTS

At March 31, 2020,2021, we had approximately $15.5$12.1 billion of indebtedness, including corporate indebtedness of approximately $3.5$4.3 billion and debt under vehicle programs of approximately $12.0$7.8 billion. For information regarding our debt and borrowing arrangements, see Notes 1, 1110 and 1211 to our Consolidated Condensed Financial Statements.

Supplemental Guarantor Financial Information

The following financial information presents summarized financial information presented from the Consolidated Condensed Statements of Comprehensive Income for the three months ended March 31, 2020 and Consolidated Condensed Balance Sheets as of March 31, 2020 and December 31, 2019 for: Avis Budget Group, Inc. (the “Parent”), ABCR and Avis Budget Finance, Inc. (the “Subsidiary Issuers”) and the guarantor subsidiaries (the “Guarantor Subsidiaries”). The Subsidiary Issuers and the 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 Senior Notes issued by the Subsidiary Issuers. For a description of these guaranteed notes, see Note 11 to our Consolidated Condensed Financial Statements. The Senior Notes are guaranteed by the Parent and certain subsidiaries.

The following tables present summarized financial information for the Parent, the Subsidiary Issuer and the Guarantor Subsidiaries on a combined basis after intercompany transactions have been eliminated, including adjustments to remove the receivable and payable balances, investment in, and equity in earnings from the subsidiaries that do not guarantee the Senior Notes (the “Non-Guarantor Subsidiaries”).

Summarized Income Statement
31
   Three Months Ended March 31, 2020
Revenues$1,131
Expenses1,589
Loss before income taxes(458)
Benefit from income taxes(47)
Net loss$(411)
__________
For the three months ended March 31, 2020, the above amounts include expensesTable of $574 million associated with intercompany charges from the Non-Guarantor Subsidiaries.Contents

Summarized Balance Sheets
 March 31, 
2020		 December 31, 2019
Assets   
Current assets$437
 $485
Non-current assets5,313
 5,067
Assets under vehicle programs359
 348
    
Liabilities   
Current liabilities$1,303
 $1,244
Non-current liabilities4,505
 4,441
Liabilities under vehicle programs2,331
 2,311
__________
As of March 31, 2020 and December 31, 2019, the above amounts exclude receivables of $2 million, respectively from the Non-Guarantor Subsidiaries. As of March 31, 2020 and December 31, 2019, the above amounts exclude payables of approximately $1.0 billion, respectively, to the Non-Guarantor Subsidiaries.

LIQUIDITY RISK

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

Our liquidity position has been impacted by COVID-19 as a result of significant volume declines and we expect the impact of COVID-19 on the U.S. and worldwide economies to continue to affect our volumes even after the outbreak is contained. Our liquidity could be further negatively affected by any financial market disruptions or the absence of a further downturn inrecovery or worsening of the U.S. and worldwide economies, which may result in unfavorable conditions in the mobility industry, in the asset-backed financing market and in the credit markets generally. We believe these factors have affected and could further affect the debt ratings assigned to us by credit rating agencies and the cost of our borrowings. Additionally, a worsening or prolonged downturn in the worldwide economy or a disruption in the credit markets could further impact our liquidity due to (i) decreased demand and pricing for vehicles in the used-vehicle market, (ii) increased costs associated with, and/or reduced capacity or increased collateral needs under, our financings, (iii) the adverse impact of vehicle manufacturers being unable or unwilling to honor their obligations to repurchase or guarantee the depreciation on the related program vehicles and (iv) disruption in our ability to obtain financing due to negative credit events specific to us or affecting the overall debt market.


As of March 31, 2020,2021, we had access to $0.7$0.6 billion of available cash and cash equivalents and estimate available borrowings under our revolving credit facility to beof approximately $0.6 billion, after taking into account requirements for letters of credit, providing us with access to an estimated $1.3approximate $1.2 billion of total liquidity. In addition, we have access of up to $1.0 billion of available cash and cash equivalents from AESOP. See Note 1 to our Consolidated Condensed Financial Statements for detailed information on liquidity and management’s plans.

Our liquidity position could also be negatively impacted if we are unable to remain in compliance with the newour liquidity covenant, the consolidated first lien leverage ratio requirement after the end of the waiver period on June 30, 2021 and other covenants associated with our senior credit facilities and other borrowings. As of March 31, 2020,2021, 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 20192020 Form 10-K.10-K as well as the “Risk Factors” section in this quarterly report.


CONTRACTUAL OBLIGATIONS

Our future contractual obligations have not changed significantly from the amounts reported within our 20192020 Form 10-K with the exception of our commitment to purchase vehicles, which decreased by approximately $5.1$2.3 billion from December 31, 2019,2020, to approximately $2.7$6.4 billion at March 31, 20202021 due to the COVID-19 impact on our business. 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 1110 and 1211 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 20192020 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 20202021 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.

Goodwill and Other Indefinite-lived Intangible Assets. We perform our annual goodwill and other indefinite-lived intangible assets impairment assessment in the fourth quarter of each year at the reporting unit level, or more
32
frequently if events or circumstances indicate that the carrying amount of goodwill and other indefinite-lived intangible assets may be impaired. For our Europe, Middle East and Africa (“EMEA”) reporting unit, the percentage by which the estimated fair value exceeded the carrying value as of October 1, 2020 was 17% and the amount of goodwill allocated to our reporting unit was $488 million.

During the quarter ended March 31, 2020,2021, we observed reduced demand as a result of the impactcontinued to observe impacts of COVID-19 on our business. We evaluated qualitative factors and determined that an interim impairment test was not required this quarter as we believe it is more likely than not that the fair value of our goodwill and other indefinite-lived intangible assets exceeds the carrying value. When making this determination we made key assumptions such as our ability to remove costs, shrink the size of our vehicle fleet and experience improvement in reservations in June and throughout the summer. We also made assumptions related to our cost of capital and market information when performing our impairment analysis.


Subsequent to March 31, 2020, there has been a furtherFurther deterioration in the general economic conditions in the travel industry that if continue, would result in an interim impairment test of our goodwill and indefinite-lived trademarks, which may result in an impairment charge to earnings in future quarters.quarters. We will continue to closely monitor actual results versus our expectations as well as any significant changes in events or conditions, including the impact of COVID-19 on our business and the travel industry, and the resulting impact to our assumptions about future estimated cash flows, the weighted average cost of capital and market multiples. If our expectations of the operating results, both in magnitude or timing, do not materialize, or if our weighed average cost of capital increases or if market multiples decline, we may be required to record goodwill and indefinite-lived intangible asset impairment charges, which may be material.

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
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 March 31, 20202021 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 March 31, 2020.2021. For additional information regarding our long-term borrowings and financial instruments, see Notes 10, 11 12 and 1615 to our Consolidated Condensed Financial Statements.

Item 4.Controls and Procedures
Item 4.    Controls and Procedures

(a)
(a)Disclosure Controls and Procedures. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2020. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2021.

(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.
33

(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
Item 1.Legal Proceedings

During the quarter ended March 31, 2020,2021, the Company had no material developments to report with respect to its legal proceedings. For additional information regarding the Company’s legal proceedings, see Note 1312 to our Consolidated Condensed Financial Statements and refer to the Company’s 20192020 Form 10-K.


Item 1A.Risk Factors
Item 1A.Risk Factors

The following risk factors arefactor is provided to update the risk factors of the Company previously disclosed in periodic reports filed with the SEC, including its 20192020 Form 10-K.

COVID-19 has disrupted, and may continue to disrupt,We face risks associated with our business and financial performance.
The outbreak of COVID-19 in multiple countries across the globe, including North America, Europe and Asia, has adversely impacted the U.S., U.K. and global economy. We have experienced disruptions to our business thus far from COVID-19, and the pandemic continues to spread in most of our markets. Governmental authorities are taking increasingly severe countermeasures to slow the outbreak, including a number of shelter-in-place orders and large-scale restrictions on travel. The pandemic is a highly fluid and rapidly evolving situation and we cannot anticipate with any certainty the length, scope or severity of such restrictions in each of the jurisdictions that we operate.

The full impact that COVID-19 will have on our business cannot be predicted at this time due to numerous uncertainties, including the ultimate geographic spread of the disease, the duration and severity of the outbreak, travel restrictions and business closures, the effectiveness of actions taken to contain the disease, the length of time it takes for rental volume and pricing to return and normal economic and operating conditions to resume, and other unintended consequences. This impact could include, but is not limited to, those discussed below:

•
changes in our revenues and customer demand: Our revenues and profitability have been materially impacted during the first fiscal quarter of 2020 and in the second fiscal quarter of 2020 to date compared to the prior year periods, and we expect they will continue to be materially adversely affected.  Although we believe that renting a vehicle will continue to be a safe, clean and attractive alternative when people return to a normal way of life, we cannot predict when that will occur and how long our revenues and customer demand will be affected by the COVID-19 pandemic. As we typically generate approximately 64% of our revenues from on-airport locations, our business is highly dependent on travel and both commercial demand and weekend leisure demand. In addition, our truck rental business is significantly affected by the housing, light commercial and consumer sectors, all of which have been adversely impacted by the COVID-19 pandemic, and we cannot predict the pace of recovery in those sectors.

•
our expenses: To date we have incurred, and expect to continue to incur, increased costs related to COVID-19, such as procurement of overflow parking for our idle vehicles and costs associated with sanitizing our vehicles and facilities. In addition, the industry may be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, which requirements may increase our costs and take a significant amount of time to implement across our global operations. These additional costs may be required by regulators or expected by consumers even after the immediate effects of COVID-19 subside.

•
our workforce: The COVID-19 outbreak has also caused us to reduce and furlough employees in order to right size our business for vehicle rental demand by reducing operating costs. These actions could create risks, including but not limited to, our ability to manage the size of our workforce given uncertain future demand. Further, we may incur additional costs as a result of negotiations with labor unions that represent our employees or severance payments in the event our workforce is further reduced, and we could experience labor disputes or disruptions as we continue to implement our mitigation plans.


•
our relationship with, and the financial and operational capacities of, vehicle manufacturers and other suppliers: We could face disruptions in the supplysuppliers of vehicles, from vehicle manufacturers, whether due to outbreaks of COVID-19 at their manufacturing facilities, measures they take in response to COVID-19 or otherwise. We may also face delays in receiving delivery of vehicles or other supplies that may make it more difficult to meet consumer demand.

•
the used car market: We depend on the used car market to sell vehicles and enable us to refresh our fleet. The used car market has faced and may continue to experience lower demand due to the slowdown in overall global economic activity due to COVID-19, rising unemployment rates, depressed consumer demand and related factors.

•
risks associated with our indebtedness (including available borrowing capacity and ability to refinance indebtedness on favorable terms, among other things) and the adequacy of our cash flow and earnings and other conditions which may affect our liquidity: We have taken a number of actions in anticipation of, and in response to, COVID-19 that have increased our long-term debt.  As we manage through the effects of the pandemic, our level of indebtedness may increase substantially. A default under our senior secured credit facility would enable the lenders to terminate their commitments thereunder and could trigger a cross-default, acceleration or other consequences under our other indebtedness or financial instruments. There is no guarantee that debt financings will be available in the future to fund our obligations or will be available on terms consistent with our expectations. 

Our business is generally subject to and impacted by, international, national and local economic conditions and travel demands. We do not expect economic and operating conditions for our business to improve until consumers are once again willing and able to travel. This may not occur until well after the broader global economy begins to improve. Additionally, our business is also dependent on consumer sentiment and discretionary spending patterns. To date there have been significant increases in unemployment in the United States and other regions due to the adoption of social distancing and other policies to slow the spread of the virus, which are likely to continue to have a significant negative impact on consumer discretionary spending, including in the mobility industry. Even when economic and operating conditions for our business improve, we cannot predict the long-term effects of the pandemic on our business or the mobility industry as a whole. If the mobility industry is fundamentally changed by the COVID-19 outbreak in ways that are detrimental to our operating model, our business may continue to be adversely affected even as the broader global economy recovers.

We believe that business disruption relating to the COVID-19 pandemic will continue to negatively impact the global economy and may materially affect our businesses as outlined above, all of which would adversely impact our business and results of operations. To the extent that the COVID-19 outbreak continues to adversely affect our business and financial performance, it may also have the effect of heightening many of the other risks identified below and in the “Risk Factors” section of our 2019 10-K, such as those relating to our substantial amount of outstanding indebtedness.

We may not realize any or all of our estimated cost savings, which may have a negative effect on our results of operations.
We have identified several areas that present opportunities for cost savings and efficiencies to potentially improve our results of operations while our business is being impacted by the COVID-19 crisis, including improved working capital management and other initiatives, such as initiatives related to reductions in fleet, staffing and compensation expense. The potential cost savings that have been estimated based on these opportunities are based on a number of assumptions and expectations which, if achieved, would improve our profitability and cash flows from operating activities. However, there can be no assurance that the expected results will be achieved. These and any future spend reductions, if any, may also negatively impact our other initiatives or our efforts to grow our business in a recovery, which may negatively impact our future results of operations and increase the burden on existing management, systems and resources. In addition, these cost savings may be negated or offset by unexpected or increased costs, including as a result of declining pricesa global semiconductor supply shortage.

We have faced, and may face additional delays in receiving delivery of new vehicles from vehicle manufacturers for a variety of reasons, including due to closures at manufacturing facilities or otherwise. In particular, a global semiconductor supply shortage is having wide-ranging effects across multiple industries, particularly the automotive industry, and it has impacted multiple vehicle manufacturers that supply vehicles to us. For example, some automobile plants in North America and elsewhere have halted or reduced vehicle production due to the shortage of semiconductors used in the used car market, which could impactproduction of their vehicles. As a result, the contribution of our fleet reduction initiatives.

We are dependent on a functioning used vehicle marketsemiconductor supply shortage has had, and highly exposed to residual value risk in the event that vehicle prices decline, which may both be exacerbated by COVID-19.

We dispose of a significant number of vehicles in the used car market, including at wholesale automotive auctions, through sales to vehicle dealers, and directly to consumers. The COVID-19 crisis has effectively closed many of the automotive auctions and vehicle dealerships across the globe, as well as retail locations that we operate directly. Additionally, unprecedented increases in unemployment rates may severely impact vehicle demand from consumers and increase the number of loan and lease defaults, leading to repossessions which are typically sold by lenders in the wholesale market. Further, car manufacturers may increase incentives to stimulate new vehicle sales, which may depress used vehicle values. In the event of a sustained revenue decline, we would attempt to further reduce the size of our global vehicle fleet. In such event, our competitors may likely also be attempting to sell vehicles. This confluence of events may lead to sharp and sustained declines in vehicle residual values, which may require increased compliance payments pursuant to our ABS securitization facility. In the event of extreme declines in residual values, the sale of vehicle inventory might result in no incremental recovery of our equity capital or even the requirement to fund additional capital to dispose of vehicles, or to chooseis expected to continue to idle the vehicle fleet until demand or market values recover, which cannot be assured. The foregoing factors could have, a material adversean impact on our business, financial position and results of operations.new car deliveries, which may make it challenging to meet consumer demand.

Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.
We carry a significant amount of goodwill and identifiable intangible assets on our consolidated balance sheets. Goodwill is the excess of purchase price over the fair value of the net assets of acquired businesses. We assess goodwill and indefinite-lived intangible assets for impairment each year, or more frequently if circumstances suggest an impairment may have occurred. We have determined in the past and may again determine in the future that a significant impairment has occurred in the value of our goodwill. Additionally, we have a significant amount of identifiable intangible assets and fixed assets that could also be subject to impairment. If we determine that a significant impairment has occurred in the value of our unamortized intangible assets or fixed assets, we could be required to write off a portion of our assets, which could adversely affect our consolidated financial condition or our reported results of operations.

Item 2.
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 March 31, 2020:
Total Number of Shares Purchased (in millions)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in millions)Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ($ in millions)
January 2021— $— — $76 
February 2021— — — 76 
March 20210.1 66.62 0.1 66 
0.1 $66.62 0.1 $66 
 
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 2020—
 $—
 —
 $189,013,105
February 2020724,200
 33.38
 724,200
 164,842,043
March 20204,292,647
 20.65
 4,292,647
 76,199,276
Total5,016,847
 $22.49
 5,016,847
 $76,199,276
__________
(a)
Excludes, for the three months ended March 31, 2020, 191,428 shares which were withheld by the Company to satisfy employees’ income tax liabilities attributable to the vesting of restricted stock unit awards.

The Company’s Board of Directors has authorized the repurchase of up to $1.8 billion of its common stock under a plan originally approved in 2013 and subsequently expanded, most recently in August 2019. The Company’s stock repurchases may occur through open market purchases or trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors. The repurchase program may be suspended, modified or discontinued at any time without prior notice. The repurchase program has no set expiration or termination date.

On February 10, 2020, the Company’s new Chairman purchased an aggregate $15 million of unregistered shares of the Company’s common stock at a price per share equal to the closing price of the Company’s common stock on February 7, 2020.

Item 6.
Item 6.    Exhibits



See Exhibit Index.

34
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:April 30, 2020May 4, 2021/s/ Cathleen DeGenova
Cathleen DeGenova
Vice President and
Chief Accounting Officer

35
Table of Contents
Exhibit Index 
Exhibit No.Description
4.13.1
3.2
4.1
10.14.2
10.2
Series 2020-1 Supplement,Indenture, dated as of January 29, 2020, betweenMarch 23, 2021, by and among Avis Budget Rental Car Funding (AESOP)Rental, LLC and TheAvis Budget Finance, Inc., as issuers, the guarantors party thereto and Deutsche Bank of New York Mellon Trust Company N.A,Americas, as trustee and as Series 2020-1 Agent (Incorporated(incorporated by reference to Exhibit 10.14.1 to the Company’s Current Report on Form 8-K dated January 29, 2020)March 23, 2021).
10.310.1
10.431.1
10.5
Third Amended and Restated Cooperation Agreement, dated as of February 23, 2020, by and among Avis Budget Group, Inc., SRS Investment Management, LLC and certain of its affiliates (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 24, 2020).
22
List of Guarantor Subsidiaries
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
32
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.PREXBRL Taxonomy Extension Presentation Linkbase.
104Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

4136