Avis 2012 Annual Report Download

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March 25, 2013
Dear fellow shareholders:
I’m pleased to report that Avis Budget Group delivered record results in 2012. Our success stems from
a healthy operating environment in much of the world along with significant achievements against our
global strategic plan. We made great strides in accelerating profitable growth, expanding our global
footprint, enhancing our customer experience and driving efficiency throughout our organization.
These efforts contributed to:
ï‚· record revenue of $7.4 billion, a 25% increase from 2011;
ï‚· record Adjusted EBITDA of $840 million, an increase of 38%, excluding certain items1;
 growth in all three of our reporting segments — North America, International and Truck
Rental;
ï‚· further expansion of our margins;
ï‚· record earnings per share; and
ï‚· an 85% increase in our stock price.
In fact, our stock price has more than doubled since the start of 2012. These results are the product
of a dedicated and talented workforce that has been focused on our strategic plan designed to
capitalize on profitable growth opportunities throughout the world. I’d like to highlight a few of our
key accomplishments.
Accelerating Profitable Growth: Our operating, sales and marketing initiatives around the world
helped win new customers, enhanced our customer-loyalty efforts and strengthened our globally
recognized brands. We made great strides against our growth objectives for small business, ancillary
revenue and cross-border travel, which continue to be among our most profitable sources of revenue.
We launched the first of our exciting Customer Relationship Management initiatives and expect that
this will boost our revenue and customer-loyalty efforts in 2013.
Expanding our Global Footprint: One of our key priorities has been to expand Budget’s presence in
Europe, one of the many growth opportunities we foresaw in our 2011 acquisition of Avis Europe plc.
We’ve now added dozens of new locations in major travel destinations such as Spain, and have
succeeded in doubling Budget’s revenue in Europe, with significant opportunity for expansion and
growth still ahead. In 2012, Avis became the first international company to enter the Taiwan car hire
market; we acquired Apex Car Rentals, a leading New Zealand-based value brand that we plan to
expand in the Asia-Pacific region; and Avis now has more than 150 rental locations and service points
in China through our joint venture there. These are all examples of how we are expanding our
presence and our leadership in international markets with significant growth potential.
Putting the Customer First: Our customer-satisfaction scores continued to improve as we make
steady progress toward our goal of being a Customer Led, Service Driven Company. We redesigned our
rental agreements to make them simpler and easier to understand. We launched Avis Preferred Select
& Go in North America, offering what we believe is the best vehicle-choice program in our industry.
Independent measures of our customer satisfaction improved significantly, and we once again won
global recognition for brand loyalty and service excellence.

Table of contents

  • Page 1
    ... doubling Budget's revenue in Europe, with s ignificant opportunity for expansion and growth still ahead. In 2012, Avis became the first international company to enter the Taiwan car hire market; we acquired Apex Car Rentals, a leading New Zealand-based value brand that we plan to expand in the Asia...

  • Page 2
    ... with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and...

  • Page 3

  • Page 4
    ..._____ AVIS BUDGET GROUP, INC. (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 6 SYLVAN WAY PARSIPPANY, NJ (Address of principal executive offices) 06-0918165 (I.R.S. Employer Identification Number) 07054 (Zip Code) 973...

  • Page 5
    ... 15 PART I Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Description Page 1 12 25 25 25 26 PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management...

  • Page 6
    ... results to differ materially from those expressed in such forward-looking statements: ï,· ï,· the high level of competition in the vehicle rental industry and the impact such competition may have on pricing and rental volume; a change in our fleet costs as a result of a change in the cost of new...

  • Page 7
    ...; risks associated with litigation or governmental or regulatory inquiries or investigations involving our Company; risks related to tax obligations and the effect of future changes in accounting standards; risks related to our October 2011 acquisition of Avis Europe plc ("Avis Europe"), including...

  • Page 8
    ...Avis and Budget brands in approximately 175 countries throughout the world. We generally maintain a leading share of airport car rental revenue in North America, Europe, Australia and New Zealand, and we operate one of the leading truck rental businesses in the United States. Our car rental business...

  • Page 9
    ...with key marketing partners. In 2012, Avis was named North America's Leading Car Hire and Europe's Leading Business Car Hire by the World Travel Awards, and received other numerous awards. Avis was also again named the leading car rental company in customer loyalty by the Brand Keys Customer Loyalty...

  • Page 10
    ... in Europe for Budget, as Budget's share of airport car rentals is significantly smaller in Europe than in other parts of the world. We operate in a highly competitive industry and we expect to continue to face challenges, including weak economic conditions and demand for travel services in Europe...

  • Page 11
    ... services at price points generally above non-branded and value-branded national car rental companies. We offer Avis customers a variety of premium services, including Avis Preferred, a counter bypass program available at major airport locations; Avis Preferred Select & Go, a program added in 2012...

  • Page 12
    ... units, roadside assistance, electronic toll collection and refueling options, as well as the following programs Fastbreak service, an expedited rental service for frequent travelers; RapidRez, which keeps customers preferences on file for all future rentals; Rent More, Save More, offering special...

  • Page 13
    ... respect to rental locations, vehicle availability and applicable rate structures. In 2012, we generated approximately 29% of our reservations through our Avis and Budget branded websites, 12% through our contact centers, 28% through GDSs, 9% through online travel agencies, 9% through direct-connect...

  • Page 14
    ... assistance services, fuel service options, electronic toll collection and other ancillary products and services, such as rentals of satellite radio units and child safety seats. In 2012, approximately 5% of our vehicle rental operations revenue was generated by the sale of collision and loss damage...

  • Page 15
    ... other. The model considers revenue and costs to determine the potential margin contribution of each discrete segment. The model develops business mix and fleet optimization recommendations by using data from our financial systems, the Wizard system and the fleet and revenue management systems along...

  • Page 16
    ... through direct-to-dealer sales. In 2012, we also launched the Ultimate Test Drive retail car sales program, which offers customers in certain states in the United States the ability to purchase Avis and Budget rental vehicles through a collaboration with AutoNation, Inc. Our car rental business is...

  • Page 17
    ... as hand trucks, furniture pads and moving supplies, as well as portable GPS navigation units. We also make available to customers a range of optional liability-limiting products and coverages such as physical damage waivers, automobile towing protection, personal accident and cargo insurance and...

  • Page 18
    ...of laws and regulations in the United States and internationally including those relating to, among others, insurance products and rates, customer privacy and data security, competition, environmental matters, taxes, automobile-related liability, corruption, employment matters, cost and fee recovery...

  • Page 19
    ...the size of our truck rental fleet in response to reduced demand. The Internet has increased pricing transparency among vehicle rental companies by enabling cost-conscious customers to more easily obtain and compare the rates available from various vehicle rental companies for any given rental. This...

  • Page 20
    ... to perform. We currently sell non-program vehicles through auctions, third-party resellers and other channels in the used vehicle marketplace. Such channels may not produce stable used vehicle prices. A reduction in residual values for non-program cars and trucks in our vehicle rental fleet could...

  • Page 21
    ... curtail production, or decide to curtail sales to us or the vehicle rental industry as a whole, we may not be able to obtain a sufficient number of vehicles to operate our business without significantly increasing our fleet costs. In addition, our vehicles may be subject to safety recalls...

  • Page 22
    ... of our car rental reservations through third-party distribution channels, which include: ï,· ï,· traditional and online travel agencies, airlines and hotel companies, marketing partners such as credit card companies and membership organizations and other entities that help us attract customers; and...

  • Page 23
    ...the Avis and Budget brands at locations throughout the world, including at airports both in the United States and internationally and train stations throughout Europe, where vehicle rental companies are frequently required to bid periodically for the available locations. If we were to lose any lease...

  • Page 24
    ... of our operations, we are subject to laws and regulations including consumer protection, competition, data privacy and security, fraud, customs requirements, currency-exchange regulations, anti-bribery, health and safety, insurance and claims management and other trade-related laws and regulations...

  • Page 25
    ...of operations. Optional insurance products that we offer to renters in the United States, including, but not limited to, supplemental liability insurance, personal accident insurance and personal effects protection, are regulated under state laws governing such products. Our car rental operations in...

  • Page 26
    ... to collect credit card payments The aspect of our business that involves licensing third parties to operate locations under the Avis or Budget brands, in exchange for the payment of a royalty, is regulated by various state franchising laws, as well as by the U.S. Federal Trade Commission (the "FTC...

  • Page 27
    ... our business, cash flows or results of operations. In addition, the industry that regulates th e usage of credit and debit cards (the Payment Card Industry, or the "PCI") imposes strict customer credit card data security standards to ensure that our customers' credit card information is protected...

  • Page 28
    ... disruption in the supply of fleet vehicles from the U.S. and international auto manufacturers and disruption in the transport of our fleet vehicles to Company-operated and/or licensed locations. Existing insurance arrangements may not provide protection for all of the costs that may arise from such...

  • Page 29
    ...backed facilities in Canada and Australia, and a vehicle-backed credit facility in Europe. If the asset-backed financing market is disrupted for any reason, we may be unable to obtain refinancing for our operations at current levels, or at all, when our asset-backed rental car financings mature, and...

  • Page 30
    ... in accounting standards, policies, guidance, interpretations or principles; announcements by us or our competitors of acquisitions, dispositions, strategies, marketing affiliations, projections, fleet costs, pricing actions or other competitive actions; changes in earnings estimates by securities...

  • Page 31
    ... stock units, stock options and/or other types of equity awards in the future. Provisions in our certificate of incorporation and corporate by-laws, as well as requirements under Delaware law, could prevent or delay a potential acquisition of our Company, which could decrease the trading price of...

  • Page 32
    ..., for corporate offices, contact center activities and other administrative functions, respectively, in Europe. There are approximately 25 other leased office locations throughout the world used for administrative activities, regional sales and operations activities. We lease or have vehicle rental...

  • Page 33
    ... things, to our vehicle rental operations, including, among others, contract and licensee disputes, employment and wage-and-hour claims, competition matters, insurance claims, intellectual property claims and other regulatory, environmental, commercial and tax matters. The Company believes that it...

  • Page 34
    ... to holders of our common stock is limited by the Company's senior credit facility, the indentures governing our senior notes and our vehicle financing programs, insofar as we may seek to pay dividends out of funds made available to Avis Budget by Avis Budget Car Rental and/or its subsidiaries. The...

  • Page 35
    ... plans not approved by Company stockholders (b)(d) Total _____ (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (Excludes Restricted Stock Units) ($) (c) $7.34 $27.63 $7.37 (b) (c) (d) The number of securities to be issued includes options and other awards...

  • Page 36
    Performance Graph The following graph assumes $100 invested in Avis Budget Group, Inc. common stock on December 31, 2007, and compares (A) the yearly change in our cumulative total stockholder return with (B) the Standard & Poor's MidCap 400 Index and the Dow Jones U.S. Transportation Average Index....

  • Page 37
    ...primarily related to our acquisition of Avis Europe plc ("Avis Europe"), the integration of the acquired businesses with our operations and expenses related to our previous efforts to acquire Dollar Thrifty Automotive Group, Inc. ("Dollar Thrifty"). During 2012, these costs were primarily related to...

  • Page 38
    ..., Asia, Africa, South America, Central America, the Caribbean, Australia and New Zealand; and Truck Rental, consisting of our Budget truck rental operations in the United States. Our International segment includes the operational and financial results of Avis Europe plc ("Avis Europe") and Apex Car...

  • Page 39
    ...using the following key operating statistics: (i) rental days, which represents the total number of days (or portion thereof) a vehicle was rented, and (ii) T&M revenue per rental day, which represents the average daily revenue we earned from rental and mileage fees charged to our customers. Our car...

  • Page 40
    ... of loss damage waivers and insurance products, GPS navigation unit rentals, gasoline sales and fees charged to customers. Changes in currency exchange rates negatively impacted revenue growth by $13 million. Excluding the acquisition of Avis Europe, revenues increased 3% during 2012, primarily due...

  • Page 41
    ...million increase in ancillary revenues from sales of loss damage waivers and insurance products, emergency road service and other items, reflecting a 1% increase on a per-rental-day basis, and (ii) a $13 million increase in airport concession and vehicle licensing revenue, which was partially offset...

  • Page 42
    ... and International car rental days and a 7% increase in Truck rental days. The growth in revenues also includes a 20% increase in our ancillary revenues, such as sales of loss damage waivers and insurance products, GPS navigation unit rentals, gasoline sales and fees charged to customers, and a $78...

  • Page 43
    ... increase in ancillary revenues from GPS rentals, sales of loss damage waivers and insurance products, emergency road service and other items, reflecting a 5% increase on a per-rental-day basis, (ii) a $30 million increase in airport concession and vehicle licensing revenue, which was partially...

  • Page 44
    ... of the foreign currency exchange-rate effects). The increase in ancillary revenues reflects (i) a $97 million increase from GPS rentals, sales of loss damage waivers, insurance products and other items, (ii) a $37 million increase in airport concession and vehicle licensing revenues, which was more...

  • Page 45
    ... the world's leading car sharing network, for approximately $500 million, subject to approval by Zipcar shareholders and other customary closing conditions. We expect to fund the acquisition through incremental corporate indebtedness and available cash. During December 2012, we entered into a senior...

  • Page 46
    ... Worldwide Corporation ("Wyndham"), two of our former subsidiaries. We used $770 million more cash in investing activities in 2011 compared with 2010. This change primarily reflects the acquisition of Avis Europe. The cash used for the acquisition was slightly offset by the activities of our vehicle...

  • Page 47
    ... programs (including related party debt due to Avis Budget Rental Car Funding (AESOP) LLC ("Avis Budget Rental Car Funding")): As of December 31, 2012 2011 5,203 $ 4,574 253 188 315 348 1,035 454 6,806 $ 5,564 Change 629 65 (33) 581 1,242 Debt due to Avis Budget Rental Car Funding (a) Budget Truck...

  • Page 48
    ... to our vehicle programs at December 31, 2012: Total Capacity(a) $ 6,763 311 507 1,772 $ 9,353 Outstanding Borrowings $ 5,203 253 315 1,035 $ 6,806 Available Capacity $ 1,560 58 192 737 $ 2,547 Debt due to Avis Budget Rental Car Funding (b) Budget Truck financing (c) Capital leases Other (d) _____...

  • Page 49
    ... million of convertible senior notes. Represents debt, including related party debt due to Avis Budget Rental Car Funding (see Note 15 to our Consolidated Financial Statements), and capital leases, which were issued to support the purchase of vehicles. Operating lease obligations are presented net...

  • Page 50
    ...-lived intangible assets (such as the discount rate) could result in significantly different estimates of fair value that could trigger an impairment of the goodwill or intangible assets of our reporting units. Business Combinations. The Company uses the acquisition method of accounting for business...

  • Page 51
    ... Damage and Other Insurance Liabilities. Insurance liabilities on our Consolidated Balance Sheets include supplemental liability insurance, personal effects protection insurance, public liability, property damage and personal accident insurance claims for which we are self-insured. We estimate...

  • Page 52
    ... acquisition of Avis Europe in 2011 increased our currency exchange risks. We manage our exposure to market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments, particularly swap contracts, futures and options...

  • Page 53
    ...the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. (b) Management...

  • Page 54
    ... financial reporting of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible...

  • Page 55
    ..., EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information contained in the Company's Annual Proxy Statement under the sections titled "Board of Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" is incorporated herein by reference in response to...

  • Page 56
    ... by the undersigned, thereunto duly authorized. AVIS BUDGET GROUP, INC. By: /s/ IZILDA P. MARTINS Izilda P. Martins Vice President and Acting Chief Accounting Officer Date: February 21, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the...

  • Page 57
    ... CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010 Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010 Consolidated...

  • Page 58
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the...

  • Page 59
    ...Budget Group, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) Year Ended December 31, 2011 $ 4,338 1,562 5,900 $ 2012 Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle...

  • Page 60
    Avis Budget Group, Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Year Ended December 31, 2011 290 $ (29) $ 2012 Net income (loss) $ 2010 54 Other comprehensive income (loss), net of tax Currency translation adjustments $ Available-for-sale securities: Net unrealized gains on ...

  • Page 61
    ...vehicle programs Assets under vehicle programs: Program cash Vehicles, net Receivables from vehicle manufacturers and other Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party Total assets Liabilities and stockholders' equity Current liabilities: Accounts payable and other current...

  • Page 62
    ... (net of cash acquired) Other, net Net cash used in investing activities exclusive of vehicle programs Vehicle programs: Decrease (increase) in program cash Investment in vehicles Proceeds received on disposition of vehicles Investment in debt securities of Avis Budget Rental Car Funding (AESOP...

  • Page 63
    ... 2012 Financing activities Proceeds from long-term borrowings Payments on long-term borrowings Net change in short-term borrowings Debt financing fees Purchases of warrants Proceeds from sale of call options Other, net Net cash provided by (used in) financing activities exclusive of vehicle programs...

  • Page 64
    ... tax benefits for stockbased awards Balance at January 1, 2012 Comprehensive income: Net income Other comprehensive income Total comprehensive income Net activity related to restricted stock units Exercise of stock options Activity related to employee stock purchase plan Repurchase of warrants Sale...

  • Page 65
    ... Budget directly or indirectly has a controlling financial interest (collectively, the "Company"). The Company operates the following reportable business segments: ï,· ï,· North America-provides car rentals in the United States and vehicle rentals in Canada, as well as related products and services...

  • Page 66
    rentals of GPS navigation units, sales of loss damage waivers and insurance products, fuel and fuel service charges, and other items. Revenue is recognized when persuasive evidence of an arrangement exists, the services have been rendered to customers, the pricing is fixed or determinable and ...

  • Page 67
    ... used car market, which are reviewed on a continuous basis. Any adjustments to depreciation are made prospectively. For 2012, 2011 and 2010, rental vehicles were depreciated at rates ranging from 1% to 43% per annum. Upon disposal of the vehicles, depreciation expense is adjusted for any difference...

  • Page 68
    ... third-party property damage claims, as well as claims arising from the sale of ancillary insurance products including but not limited to supplemental liability, personal effects protection and personal accident insurance. These obligations represent an estimate for both reported claims not yet paid...

  • Page 69
    ... other employee benefit programs. The liabilities represent an estimate for both reported claims not yet paid and claims incurred but not yet reported, utilizing actuarial methodologies similar to those mentioned above. These amounts are included within accounts payable and other current liabilities...

  • Page 70
    ... to better position the business of its Truck Rental segment, in which it will close certain rental locations and decrease the size of the rental fleet, which the Company believes will increase fleet utilization and reduce costs. During the year ended December 31, 2012, as part of this process, the...

  • Page 71
    ... in 2008, the Company initiated strategic initiatives within the Company's North America, International and Truck Rental segments, as part of a cost-reduction and efficiency improvement plan to reduce costs, enhance organizational efficiency and consolidate and rationalize existing processes...

  • Page 72
    ... vehicle rental and ancillary products and services in Europe, the Middle East, Africa and Asia. The acquisition reunited the global operation of the Avis and Budget brands under one corporate umbrella. The Company recorded a $117 million net, non-cash charge, within transaction-related costs...

  • Page 73
    ... the Company's consolidated information as if Avis Europe had been acquired on January 1, 2010. These amounts were calculated after conversion of Avis Europe's results into U.S. dollars, applying adjustments to align the financial information with GAAP and the Company's accounting policies. In...

  • Page 74
    ... agreements Customer relationships Total $ $ 2010 2 1 3 Based on the Company's amortizable intangible assets at December 31, 2012, the Company expects related amortization expense of approximately $22 million for each of the five succeeding fiscal years excluding effects of currency exchange rates...

  • Page 75
    ... taxes consists of the following: Year Ended December 31, 2011 $ (3) 36 33 $ 2012 Current Federal State Foreign Current income tax provision Deferred Federal State Foreign Deferred income tax benefit Provision for income taxes $ (109) (16) 7 (118) 2010 2 36 38 $ 93 20 15 128 10 $ 36 10 (14) 32...

  • Page 76
    ...1,025 1,025 982 Net deferred income tax liabilities under vehicle programs At December 31, 2012, the Company had U.S. federal net operating loss carryforwards of approximately $3.3 billion, most of which expire in 2031. Currently, the Company does not record valuation allowances on the majority of...

  • Page 77
    ... operations at rates different than statutory U.S. federal rates (a) Resolution of prior years' examination issues Non-deductible transaction-related costs Other non-deductible expenses Other _____ (a) 2010 35.0% (7.0) 15.1 (22.0) 5.4 (1.5) 25.0% In 2010, the Company realized a benefit relating...

  • Page 78
    ... of unrecognized tax benefits are non-Avis Budget Car Rental tax contingencies. The Company recognizes potential interest related to unrecognized tax benefits within interest expense related to corporate debt, net on the accompanying Consolidated Statements of Operations. Penalties incurred during...

  • Page 79
    ... Anji Car Rental and Leasing Company Limited, a joint venture that has a license agreement for the Avis brand in China, and (ii) 33% ownership of Mercury Car Rentals Limited, a joint venture that has a license agreement for the Avis brand in India. 13. Accounts Payable and Other Current Liabilities...

  • Page 80
    ... are general unsecured senior obligations of the Company. The Convertible Notes are not redeemable by the Company prior to maturity; however, they are convertible by the holders at any time prior to the second trading day before the maturity date of the Convertible Notes. The initial conversion rate...

  • Page 81
    ... 17-Stockholder's Equity for more details. AVIS BUDGET CAR RENTAL CORPORATE DEBT Floating Rate Term Loans The Company's floating rate term loan due 2014 was originally issued in April 2006 as part of the Company's senior credit facility. In March 2010, the Company repaid $451 million of the loan and...

  • Page 82
    ... redemption date. The Company used the proceeds of these notes to repay a portion of the 7¾% Notes. In connection with the sale of the notes, the Company entered into a registration rights agreement, under which it has agreed to use its reasonable best efforts to file an exchange offer registration...

  • Page 83
    ... on a continuing basis. AESOP Leasing is required to use the proceeds of such loans to acquire or finance the acquisition of vehicles used in the Company's rental car operations. By issuing debt through the Avis Budget Rental Car Funding program, Avis Budget pays a lower rate of interest than if it...

  • Page 84
    ... under vehicle programs, and to purchase new vehicles, although if certain collateral coverage requirements are met, AESOP Leasing may pay dividends from excess cash. The creditors of AESOP Leasing and Avis Budget Rental Car Funding have no recourse to the general credit of the Company. The Company...

  • Page 85
    ... $ 6,806 2013 2014 2015 2016 2017 Thereafter COMMITTED CREDIT FACILITIES AND AVAILABLE FUNDING ARRANGEMENTS As of December 31, 2012, available funding under the Company's vehicle programs (including related party debt due to Avis Budget Rental Car Funding) consisted of: Total Capacity (a) $ 6,763...

  • Page 86
    ... minimum lease payments required under noncancelable operating leases, including minimum concession fees charged by airport authorities, which in many locations are recoverable from vehicle rental customers, as of December 31, 2012, are as follows: Amount 506 343 260 201 140 615 2,065 2013 2014...

  • Page 87
    ... The Company has filed an appeal of the judgment and attorneys' fees awarded with the United States Court of Appeals for the Ninth Circuit. Additionally, the Company is also involved in claims, legal proceedings and governmental inquiries related, among other things, to its vehicle rental operations...

  • Page 88
    ..., as applicable. The Company monitors the credit ratings and other relevant information for Realogy, Wyndham and Travelport's parent company in order to assess the status of the payment/performance risk of these guarantees. 17. Stockholders' Equity Cash Dividend Payments During 2012, 2011 and 2010...

  • Page 89
    ... vested and converted into stock options of Avis Budget, Realogy and Wyndham. The Company used the Black-Scholes option pricing model to calculate the fair value of the time-vesting stock options granted in 2010, with assumptions including, but not limited to, the options' expected life and the...

  • Page 90
    ... Unit Awards RSUs granted by the Company entitle the employee to receive one share of Avis Budget common stock upon vesting, which occurs ratably over a 2.5-, three- or four-year period for the RSUs outstanding as of December 31, 2012. The Company also employs performance-, market- and time-vesting...

  • Page 91
    ... to vest in 2013, if applicable service and performance criteria are satisfied. Restricted Cash Units During 2012, the Company granted 35,000 time-based restricted cash units and 121,000 market-based restricted cash units, under the Company's amended 2007 Equity and Incentive Plan, which vest...

  • Page 92
    ... annual base salary. The purchase price is calculated at 95% of the fair market value of Avis Budget common stock. The Company reserved 2.5 million shares of its common stock for potential purchases under the ESPP. In any given period, up to 125,000 shares purchased may be either newly issued shares...

  • Page 93
    ...) 14 8 21 $ 11 $ 2012 Service cost Interest cost Expected return on plan assets Amortization of unrecognized amounts Net periodic benefit cost $ 2010 2 12 (11) 6 9 $ The Company uses a measurement date of December 31 for its pension plans. The funded status of the pension plans as of December 31...

  • Page 94
    ... (U.S. and non-U.S. government issued securities, corporate bonds and short-term cash investments) and other investment strategies. The equity component's purpose is to provide a total return that will help preserve the purchasing power of the assets. The pension plans hold various mutual funds that...

  • Page 95
    ...and 2010, the Company contributed a total of $9 million, $6 million and $8 million, respectively, to multiemployer plans. 20. Financial Instruments Risk Management Currency Risk. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with...

  • Page 96
    ..., net of tax, during 2012, 2011 and 2010, respectively, to other comprehensive income. The Company uses derivatives to manage the risk associated with its floating rate vehicle-backed debt. These derivatives include freestanding derivatives and derivatives designated as cash flow hedges, which have...

  • Page 97
    ... (a) Currency exchange forward contracts (c) Interest rate swaps (b) Interest rate contracts (d) Commodity contracts (e) Total $ _____ (a) $ $ $ (b) (c) (d) (e) Amounts in this table exclude derivatives issued by Avis Budget Rental Car Funding, as it is not consolidated by the Company; however...

  • Page 98
    ... The fair value of the Company's financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In some cases where quoted market prices are not available, prices are derived by considering the...

  • Page 99
    ... of operations of the Company's investments, unallocated corporate overhead and the elimination of transactions between segments. Year Ended December 31, 2010 North America International Truck Rental Corporate and Other (a) Total Net revenues Vehicle depreciation and lease charges, net Vehicle...

  • Page 100
    ... the Company's subsidiaries. United States 2012 Net revenues Assets exclusive of assets under vehicle programs Assets under vehicle programs Property and equipment, net 2011 Net revenues Assets exclusive of assets under vehicle programs Assets under vehicle programs Property and equipment, net 2010...

  • Page 101
    ... the Year Ended December 31, 2012 Subsidiary Issuers Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Total Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle interest, net Non...

  • Page 102
    ... Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Total Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle interest, net Non-vehicle related depreciation and amortization Interest...

  • Page 103
    ... the Year Ended December 31, 2010 Subsidiary Issuers Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Total Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle interest, net Non...

  • Page 104
    ...vehicle programs Assets under vehicle programs: Program cash Vehicles, net Receivables from vehicle manufacturers and other Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party Total Assets Liabilities and stockholders' equity Current liabilities: Accounts payable and other current...

  • Page 105
    ...vehicle programs Assets under vehicle programs: Program cash Vehicles, net Receivables from vehicle manufacturers and other Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party Total Assets Liabilities and stockholders' equity Current liabilities: Accounts payable and other current...

  • Page 106
    ... Net change in short term borrowings Debt financing fees Purchase of warrants Proceeds from sale of call options Net intercompany transactions Other, net Net cash provided by (used in) financing activities exclusive of vehicle programs Vehicle programs: Proceeds from borrowings Principal payments on...

  • Page 107
    ... cash provided by (used in) operating activities Investing activities Property and equipment additions Proceeds received on asset sales Net assets acquired (net of cash acquired) and acquisition-related payments Other, net Net cash (used in) investing activities exclusive of vehicle programs Vehicle...

  • Page 108
    ... cash provided by (used in) operating activities Investing activities Property and equipment additions Proceeds received on asset sales Net assets acquired (net of cash acquired) and acquisition-related payments Other, net Net cash (used in) investing activities exclusive of vehicle programs Vehicle...

  • Page 109
    ... selected unaudited quarterly financial data for 2012 and 2011. The earnings per share information is calculated independently for each quarter based on the weighted average common stock and common stock equivalents outstanding, which may fluctuate, based on quarterly income levels and market prices...

  • Page 110
    ... closing conditions. During February 2013, the Company's Avis Budget Rental Car Funding subsidiary issued $750 million in asset-backed notes, to provide funds for the repayment of maturing vehicle-backed debt and the acquisition of rental cars in the United States. The expected final payment date...

  • Page 111
    ...(a) 2010 (a) Balance at Beginning of Period Expensed Other Adjustments Deductions Balance at End of Period $ 21 16 14 $ 27 9 6 $ 1 $ (8) (4) (5) $ 40 21 16 $ 273 192 166 $ 25 16 26 $ 65 - $ - $ 298 273 192 For 2011, other adjustments relate to the acquisition of Avis Europe...

  • Page 112
    ... Company's Annual Report on Form 10-K for the year ended December 31, 2009 dated February 23, 2010). Supplemental Indenture, dated as of June 30, 2011, to the Indenture, dated as of April 19, 2006, among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., the guarantors from time to time parties...

  • Page 113
    ... of 9 5/8% Senior Notes Due 2018 (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated March 11, 2010). Indenture dated as of October 15, 2010 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties...

  • Page 114
    10.2 Amended and Restated Employment Agreement between Avis Budget Group, Inc. and David B. Wyshner (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8 -K dated January 27, 2012).†Agreement between Avis Budget Group, Inc. and Mark J. Servodidio (Incorporated by ...

  • Page 115
    ... the Company's Annual Report on Form 10-K for the year ended December 31, 2008).†First Amendment to the Avis Rent A Car System, LLC Pension Plan, dated as of December 18, 2012. Asset and Stock Purchase Agreement by and among Budget Group, Inc. and certain of its Subsidiaries, Cendant Corporation...

  • Page 116
    ... Agreement dated October 1, 2012 between Avis Budget Car Rental, LLC and General Motors (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8 -K dated October 5, 2012). ††Avis Budget Car Rental 2012 Model Year Program Letter dated August 26, 2011 between Avis...

  • Page 117
    10.36 Avis Budget Car Rental 2013 Model Year Program Letter dated November 7, 2012 between Avis Budget Car Rental, LLC and Ford Motor Company (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 13, 2012).††Second Amended and Restated Base ...

  • Page 118
    ... as Finance Lease Guarantor, Avis Rent A Car System, Inc.****, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.30(b) to the Company's Annual Report on...

  • Page 119
    ... 2010-5 Agent (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, dated October 28, 2010). Amended and Restated Series 2010-6 Supplement, dated as of October 14, 2011, by and among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC...

  • Page 120
    ... Securities Inc. as joint lead arrangers and bookrunners (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated September 27, 2011). Incremental Revolving Commitment Agreement, dated as of February 3, 2012, among Avis Budget Holdings, LLC, Avis Budget Car Rental...

  • Page 121
    ... Chase Bank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8 -K dated May 6, 2011). Purchase Agreement dated as of October 7, 2009, by and among Avis Budget Group, Inc. and J.P. Morgan Securities Inc., Citigroup Global Markets Inc...

  • Page 122
    ... Holdings, LLC, Avis International, Ltd., Avis Operations, LLC, Avis Rent A Car System, LLC, PF Claims Management, Ltd., PR Holdco, Inc., Wizard Co., Inc., BGI Leasing, Inc., Budget Rent A Car System, Inc., Budget Truck Rental LLC, Runabout, LLC, Wizard Services, Inc. and Banc of America Securities...

  • Page 123
    ... the Company's Current Report on Form 8-K dated October 12, 2010). Purchase Agreement, dated as of November 15, 2010, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., Avis Budget Group, Inc., Avis Budget Holdings, LLC, AB Car Rental Service, Inc., ARACS LLC, Avis Asia and Pacific...

  • Page 124
    ...reference to Exhibit 10.5 to the Company's Current Report on Form 8-K dated August 27, 2010). Master Motor Vehicle Lease Agreement, dated as of August 26, 2010, among WTH Car Rental ULC, WTH Funding Limited Partnership, and BNY Trust Company of Canada, as Indenture Trustee (Incorporated by reference...

  • Page 125
    ... the Company's Annual Report on Form 10 -K for the year ended December 31, 2010). Master Motor Vehicle Operating Lease Agreement (Group II), dated March 9, 2010, among, Centre Point Funding, LLC, as Lessor, Budget Truck Rental LLC, as Administrator and as Lessee, and Avis Budget Car Rental, LLC, as...

  • Page 126
    ... Facility Agreement dated as of October 20, 2011 among Avis Budget Car Rental, LLC, Avis Budget EMEA Limited, Avis Finance Company plc, certain borrowers and guarantors party thereto, Credit Agricole Corporate and Investment Bank as mandated lead arranger, facility agent and security agent, and...

  • Page 127
    ... as Avis Rent A Car System, LLC. ***** Avis Group Holdings, Inc. is now known as Avis Group Holdings, LLC. †Denotes management contract or compensatory plan. ††Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act...

  • Page 128
    ..., summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 21, 2013 /s/ Ronald L. Nelson Chief Executive Officer

  • Page 129
    ... information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 21, 2013 /s/ David B. Wyshner Senior Executive Vice President and Chief Financial Officer