Avis Budget Group: SEC Filing

View:

Download DOC

Download PDF

Download XLS

Download XBRL

car-20240630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


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

For the quarterly period ended June 30, 2024


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

For the transition period from _____ to _____

Commission File No. 001-10308


Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware

06-0918165

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

379 Interpace Parkway

Parsippany,

07054

(Address of principal executive offices)

(Zip Code)

(973)

496-4700

(Registrant’s telephone number, including area code)

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


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

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

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

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

The number of shares outstanding of the issuer’s common stock was 35,664,115 shares as of August 2, 2024.

Table of Contents


		Page
PART I	Financial Information
Item 1.	Financial Statements
	Consolidated Condensed Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	4
	Consolidated Condensed Balance Sheets as of June 30, 2024 and December 31, 2023 (Unaudited)	5
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	6
	Consolidated Condensed Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	8
	Notes to Consolidated Condensed Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	39
PART II	Other Information
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 5.	Other Information	40
Item 6.	Exhibits	40
	Signatures	41

Table of Contents

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

•an occurrence or threat of terrorism, pandemic diseases such as COVID-19, natural disasters, military conflicts, including the ongoing military conflicts in the Middle East and Eastern Europe, or civil unrest in the locations in which we operate, and the potential effects of sanctions on the world economy and markets and/or international trade;

•any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business, including as a result of a global pandemic such as COVID-19, inflation, the ongoing military conflicts in the Middle East and Eastern Europe, and any embargoes on oil sales imposed on or by the Russian government;

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

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

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

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

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

Table of Contents

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, fuel prices and exchange rates, changes in government regulations and other factors;

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

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

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

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

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

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

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

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

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

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

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

We operate in a continuously changing business environment and new risk factors emerge from time to time. New risk factors, factors beyond our control, or changes in the impact of identified risk factors may cause actual results to differ materially from those set forth in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. Moreover, we do not assume responsibility if future results are materially different from those forecasted or anticipated. Other factors and assumptions not identified above, including those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 2 and “Risk Factors” in Item 1A in this quarterly report and in similarly titled sections set forth in Item 7 and in Item 1A and in other portions of our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2024 (the “2023 Form 10-K”), may cause actual results to differ materially from those projected in any forward-looking statements.

Table of Contents

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.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	3,048	$	3,123	$	5,599	$	5,680

Expenses
Operating	1,532		1,475		2,876		2,782
Vehicle depreciation and lease charges, net	733		375		1,369		640
Selling, general and administrative	348		378		673		702
Vehicle interest, net	244		172		483		305
Non-vehicle related depreciation and amortization	58		52		119		108
Interest expense related to corporate debt, net:
Interest expense	88		68		171		141
Early extinguishment of debt	1		—		1		—
Restructuring and other related charges	14		1		17		5
Transaction-related costs, net	1		—		2		—
Other (income) expense, net	2		4		3		2
Total expenses	3,021		2,525		5,714		4,685

Income (loss) before income taxes	27		598		(115)		995
Provision for (benefit from) income taxes	12		162		(17)		247
Net income (loss)	15		436		(98)		748
Less: net income attributable to non-controlling interests	1		1		2		1
Net income (loss) attributable to Avis Budget Group, Inc.	$	14	$	435	$	(100)	$	747

Comprehensive income (loss) attributable to Avis Budget Group, Inc.	$	19	$	456	$	(139)	$	758

Earnings (loss) per share
Basic	$	0.41	$	11.13	$	(2.80)	$	19.16
Diluted	$	0.41	$	11.01	$	(2.80)	$	18.93

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Table of Contents

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except par value)

(Unaudited)


		June 30, 2024		December 31, 2023
Assets
Current assets:
	Cash and cash equivalents	$	511	$	555
	Receivables, net	1,062		900
	Other current assets	887		684
Total current assets		2,460		2,139

Property and equipment, net		704		719
Operating lease right-of-use assets		2,754		2,654
Deferred income taxes		1,715		1,868
Goodwill		1,087		1,099
Other intangibles, net		650		670
Other non-current assets		445		441
Total assets exclusive of assets under vehicle programs		9,815		9,590

Assets under vehicle programs:
	Program cash	68		85
	Vehicles, net	22,474		21,240
	Receivables from vehicle manufacturers and other	326		443
	Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party	1,199		1,211
		24,067		22,979
Total Assets		$	33,882	$	32,569

Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable and other current liabilities	$	2,838	$	2,627
	Short-term debt and current portion of long-term debt	28		32
Total current liabilities		2,866		2,659

Long-term debt		5,233		4,791
Long-term operating lease liabilities		2,234		2,117
Other non-current liabilities		505		528
Total liabilities exclusive of liabilities under vehicle programs		10,838		10,095

Liabilities under vehicle programs:
	Debt	3,974		3,496
	Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party	15,560		15,441
	Deferred income taxes	3,231		3,418
	Other	761		462
		23,526		22,817
Commitments and contingencies (Note 12)

Stockholders’ equity:
	Preferred stock, $0.01 par value—authorized 10 shares; none issued and outstanding, in each period	—		—
	Common stock, $0.01 par value—authorized 250 shares; issued 137 shares, in each period	1		1
	Additional paid-in capital	6,616		6,634
	Retained earnings	3,751		3,854
	Accumulated other comprehensive loss	(135)		(96)
	Treasury stock, at cost—101 and 102 shares, respectively	(10,723)		(10,742)
Stockholders’ equity attributable to Avis Budget Group, Inc.		(490)		(349)
	Non-controlling interests	8		6
Total stockholders’ equity		(482)		(343)
Total Liabilities and Stockholders’ Equity		$	33,882	$	32,569

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Table of Contents

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


			Six Months Ended June 30,
			2024		2023
Operating activities
Net income (loss)			$	(98)	$	748
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Vehicle depreciation		1,217		1,017
	Amortization of right-of-use assets		533		503
	(Gain) loss on sale of vehicles, net		78		(455)
	Non-vehicle related depreciation and amortization		119		108

	Stock-based compensation		13		16
	Amortization of debt financing fees		24		19
	Early extinguishment of debt costs		1		—
	Net change in assets and liabilities:
		Receivables	(94)		(52)
		Income taxes and deferred income taxes	(40)		150
		Accounts payable and other current liabilities	80		108
	Operating lease liabilities		(525)		(500)
	Other, net		165		120
Net cash provided by operating activities			1,473		1,782

Investing activities
Property and equipment additions			(98)		(105)
Proceeds received on asset sales			1		—
Net assets acquired (net of cash acquired)			(2)		(33)


Net cash used in investing activities exclusive of vehicle programs			(99)		(138)

Vehicle programs:
	Investment in vehicles		(6,895)		(8,881)
	Proceeds received on disposition of vehicles		4,427		3,977
	Investment in debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party		(373)		(329)
	Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP) LLC—related party		385		157
			(2,456)		(5,076)
Net cash used in investing activities			(2,555)		(5,214)

Table of Contents

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)

(In millions)

(Unaudited)


		Six Months Ended June 30,
		2024		2023
Financing activities
Proceeds from long-term borrowings		$	869	$	—
Payments on long-term borrowings		(390)		(15)
Net change in short-term borrowings		—		3

Repurchases of common stock		(16)		(200)
Debt financing fees		(16)		(2)


Net cash provided by (used in) financing activities exclusive of vehicle programs		447		(214)

Vehicle programs:
	Proceeds from borrowings	12,477		11,866
	Payments on borrowings	(11,848)		(8,158)
	Debt financing fees	(40)		(28)
		589		3,680
Net cash provided by financing activities		1,036		3,466

Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash		(15)		6

Net increase (decrease) in cash and cash equivalents, program and restricted cash		(61)		40
Cash and cash equivalents, program and restricted cash, beginning of period		644		642
Cash and cash equivalents, program and restricted cash, end of period		$	583	$	682

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Table of Contents

Avis Budget Group, Inc.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Stockholders’ Equity Attributable to Avis Budget Group, Inc.		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at March 31, 2024	137.1	$	1	$	6,610	$	3,738	$	(140)	(101.4)	$	(10,724)	$	(515)	$	7	$	(508)


Comprehensive income:
Net income	—	—		—		14		—		—	—		14		1		15
Other comprehensive income	—	—		—		—		5		—	—		5		—		5
Total comprehensive income						14		5					19		1		20


Net activity related to restricted stock units	—	—		6		(1)		—		—	1		6		—		6

Balance at June 30, 2024	137.1	$	1	$	6,616	$	3,751	$	(135)	(101.4)	$	(10,723)	$	(490)	$	8	$	(482)

Balance at March 31, 2023	137.1	$	1	$	6,620	$	2,891	$	(111)	(97.3)	$	(9,845)	$	(444)	$	3	$	(441)

Comprehensive income:
Net income	—	—		—		435		—		—	—		435		1		436
Other comprehensive income	—	—		—		—		21		—	—		21		—		21
Total comprehensive income						435		21					456		1		457


Net activity related to restricted stock units	—	—		5		—		—		—	—		5		—		5
Repurchases of common stock	—	—		—		—		—		(0.7)	(146)		(146)		—		(146)
Balance at June 30, 2023	137.1	$	1	$	6,625	$	3,326	$	(90)	(98.0)	$	(9,991)	$	(129)	$	4	$	(125)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Stockholders’ Equity Attributable to Avis Budget Group, Inc.		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2023	137.1	$	1	$	6,634	$	3,854	$	(96)	(101.6)	$	(10,742)	$	(349)	$	6	$	(343)


Comprehensive income (loss):
Net income (loss)	—	—		—		(100)		—		—	—		(100)		2		(98)
Other comprehensive loss	—	—		—		—		(39)		—	—		(39)		—		(39)
Total comprehensive income (loss)						(100)		(39)					(139)		2		(137)


Net activity related to restricted stock units	—	—		(18)		(3)		—		0.2	19		(2)		—		(2)

Balance at June 30, 2024	137.1	$	1	$	6,616	$	3,751	$	(135)	(101.4)	$	(10,723)	$	(490)	$	8	$	(482)

Balance at December 31, 2022	137.1	$	1	$	6,666	$	2,579	$	(101)	(97.6)	$	(9,848)	$	(703)	$	3	$	(700)

Comprehensive income:
Net income	—	—		—		747		—		—	—		747		1		748
Other comprehensive income	—	—		—		—		11		—	—		11		—		11
Total comprehensive income						747		11					758		1		759


Net activity related to restricted stock units	—	—		(41)		—		—		0.3	3		(38)		—		(38)
Repurchases of common stock	—	—		—		—		—		(0.7)	(146)		(146)		—		(146)
Balance at June 30, 2023	137.1	$	1	$	6,625	$	3,326	$	(90)	(98.0)	$	(9,991)	$	(129)	$	4	$	(125)

See Notes to Consolidated Condensed Financial Statements (Unaudited).

Avis Budget Group, Inc.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

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

1. Basis of Presentation

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

We operate the following reportable business segments:

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

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

The operating results of acquired businesses are included in the accompanying Consolidated Condensed Financial Statements from the dates of acquisition. Differences between the preliminary allocation of purchase price and the final allocation for our 2023 acquisitions of various licensees were not material. We consolidate joint venture activities when we have a controlling interest and record non-controlling interests within stockholders’ equity and the statement of comprehensive income equal to the percentage of ownership interest retained in such entities by the respective non-controlling party.

In presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Consolidated Condensed Financial Statements contain all adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with our 2023 Annual Report on Form 10-K (the “2023 Form 10-K”).

Summary of Significant Accounting Policies

Our significant accounting policies are fully described in Note 2 – Summary of Significant Accounting Policies in our 2023 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 June 30,
	2024		2023
Cash and cash equivalents	$	511	$	571
Program cash	68		109
Restricted cash (a)	4		2
Total cash and cash equivalents, program and restricted cash	$	583	$	682

________

(a)Included within other current assets.

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

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

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

Variable Interest Entity (“VIE”). We review our investments to determine if they are VIEs. A VIE is an entity in which either (i) the equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. Entities that are determined to be VIEs are consolidated if we are the primary beneficiary of the entity. The primary beneficiary possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. We will reconsider our original assessment of a VIE upon the occurrence of certain events such as contributions and redemptions, either by us, or third parties, or amendments to an entity’s governing documents. On an ongoing basis, we reconsider whether we are deemed to be a VIE’s primary beneficiary. See Note 14 – Related Party Transactions for our VIE investment in our former subsidiary.

Investments. As of June 30, 2024 and December 31, 2023, we had equity method investments with a carrying value of $98 million and $93 million, respectively, which are included in other non-current assets. Earnings from our equity method investments are included within operating expenses. For the three months ended June 30, 2024 and 2023, we recorded $3 million related to our equity method investments, in each period. For the six months ended June 30, 2024 and 2023 we recorded $6 million and $4 million related to our equity method investments, respectively. See Note 14 – Related Party Transactions for our equity method investment in our former subsidiary.

Revenues. Revenues are recognized under “Leases (Topic 842),” with the exception of royalty fee revenue derived from our licensees and revenue related to our customer loyalty program, which were approximately $54 million and $42 million during the three months ended June 30, 2024 and 2023, respectively, and $96 million and $86 million during the six months ended June 30, 2024 and 2023, respectively.

The following table presents our revenues disaggregated by geography:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Americas	$	2,361	$	2,428	$	4,354	$	4,444
Europe, Middle East and Africa	544		543		926		910
Asia and Australasia	143		152		319		326
Total revenues	$	3,048	$	3,123	$	5,599	$	5,680

The following table presents our revenues disaggregated by brand:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Avis	$	1,747	$	1,748	$	3,207	$	3,163
Budget	1,117		1,180		2,038		2,157
Other	184		195		354		360
Total revenues	$	3,048	$	3,123	$	5,599	$	5,680

________

Other includes Zipcar and other operating brands.

Recently Issued Accounting Pronouncements

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which amends Topic 740 primarily through enhanced disclosures about an entity’s tax risks and tax planning. The amendments are effective for public business entities in annual periods beginning after December 15, 2024, with early adoption permitted on a prospective or retrospective basis. ASU 2023-09 will become effective for us on January 1, 2025. We are currently evaluating the impact of the adoption of this accounting pronouncement on our Consolidated Financial Statements.

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures,” which amends Topic 280 primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 became effective for us on January 1, 2024. We are currently evaluating the impact of the adoption of this accounting pronouncement on our Consolidated Condensed Financial Statements.

Reference Rate Reform

In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848),” which amends ASU 2020-04 and clarifies the scope and guidance of Topic 848 to allow derivatives impacted by the reference rate reform to qualify for certain optional expedients and exceptions for contract modifications and hedge accounting. The guidance is optional and is effective for a limited period of time. In December 2022, the FASB also issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” to defer the sunset date of ASC 848 from December 31, 2022 to December 31, 2024. As of June 30, 2024, this guidance had no impact on our Consolidated Condensed Financial Statements, and we will continue to evaluate this guidance.

2. Leases

Lessor

The following table presents our lease revenues disaggregated by geography:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Americas	$	2,330	$	2,410	$	4,304	$	4,405
Europe, Middle East and Africa	524		523		888		872
Asia and Australasia	140		148		311		317
Total lease revenues	$	2,994	$	3,081	$	5,503	$	5,594

The following table presents our lease revenues disaggregated by brand:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Avis	$	1,710	$	1,721	$	3,144	$	3,109
Budget	1,105		1,168		2,014		2,132
Other	179		192		345		353
Total lease revenues	$	2,994	$	3,081	$	5,503	$	5,594

________

Other includes Zipcar and other operating brands.

Lessee

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

The components of lease expense are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Property leases (a)
Operating lease expense	$	233	$	214	$	462	$	419
Variable lease expense	93		108		162		191
Total property lease expense	$	326	$	322	$	624	$	610

________

(a) Primarily within operating expenses.

Supplemental balance sheet information related to leases is as follows:


	As of June 30, 2024			As of December 31, 2023
Property leases
Operating lease ROU assets	$	2,754		$	2,654

Short-term operating lease liabilities (a)	$	567		$	576
Long-term operating lease liabilities	2,234			2,117
Operating lease liabilities	$	2,801		$	2,693

Weighted average remaining lease term	7.8 years			8.1 years
Weighted average discount rate	4.92		%	4.83		%

________

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

Supplemental cash flow information related to leases is as follows:


	Six Months Ended June 30,
	2024		2023
Cash payments for lease liabilities within operating activities:
Property operating leases	$	452	$	431
Non-cash activities - increase (decrease) in ROU assets in exchange for lease liabilities:
Property operating leases	$	572	$	572

3. Restructuring and Other Related Charges

During the first quarter of 2024, we initiated a global restructuring plan to further right size our operations (“Global Rightsizing”). The costs associated with this initiative are primarily related to the operational scaling of processes, locations, and lines of business. We expect further restructuring expense of approximately $25 million related to this initiative to be incurred this year.

During the second quarter of 2022, we initiated a restructuring plan to focus on consolidating our global operations by designing new processes and implementing new systems (“Cost Optimization”). We expect this initiative to be completed this year.

The following tables summarize the change to our restructuring-related liabilities and identifies the amounts recorded within our reporting segments for restructuring charges and corresponding payments and utilizations:


	Personnel Related		Other (a)		Total
Balance as of January 1, 2024	$	4	$	—	$	4

Restructuring expense:
Global Rightsizing	4		12		16
Cost Optimization	—		1		1



Restructuring payments and utilization:
Global Rightsizing	(4)		(2)		(6)
Cost Optimization	(1)		(1)		(2)



Balance as of June 30, 2024	$	3	$	10	$	13

________

(a) Includes expenses primarily related to the disposition of vehicles


	Americas		International		Total
Balance as of January 1, 2024	$	2	$	2	$	4

Restructuring expense:
Global Rightsizing	14		2		16
Cost Optimization	1		—		1



Restructuring payments and utilization:
Global Rightsizing	(4)		(2)		(6)
Cost Optimization	(1)		(1)		(2)



Balance as of June 30, 2024	$	12	$	1	$	13

4. Earnings Per Share

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


		Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
Net income (loss) attributable to Avis Budget Group, Inc. for basic and diluted EPS		$	14	$	435	$	(100)	$	747

Basic weighted average shares outstanding		35.6		39.1		35.6		39.0
Non-vested stock (a)		0.1		0.4		—		0.5
Diluted weighted average shares outstanding		35.7		39.5		35.6		39.5

Earnings (loss) per share:
	Basic	$	0.41	$	11.13	$	(2.80)	$	19.16
	Diluted	$	0.41	$	11.01	$	(2.80)	$	18.93

________

(a) For the three months ended June 30, 2024 and 2023, 0.2 million and 0.1 million non-vested stock awards, respectively, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. For the six months ended June 30, 2024 and 2023, 0.4 million and 0.1 million non-vested stock awards, respectively, have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding.

5. Other Current Assets

Other current assets consisted of:


	As of		As of
	June 30,		December 31,
	2024		2023
Sales and use taxes	377		192
Prepaid expenses	$	264	$	239
Other	246		253
Other current assets	$	887	$	684

6. Intangible Assets

Intangible assets consisted of:


	As of June 30, 2024						As of December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible Assets
License agreements	$	311	$	240	$	71	$	316	$	234	$	82
Customer relationships	249		221		28		253		221		32
Other	54		47		7		56		46		10
Total	$	614	$	508	$	106	$	625	$	501	$	124
Unamortized Intangible Assets
Goodwill	$	1,087					$	1,099
Trademarks	$	544					$	546

For the three months ended June 30, 2024 and 2023, amortization expense related to amortizable intangible assets was approximately $7 million and $6 million, respectively. For the six months ended June 30, 2024 and 2023, amortization expense related to amortizable intangible assets was approximately $15 million and $14 million, respectively.

Based on our amortizable intangible assets at June 30, 2024, we expect amortization expense of approximately $14 million for the remainder of 2024, $22 million for 2025, $21 million for 2026, $16 million for 2027, $9 million for 2028 and $7 million for 2029, excluding effects of currency exchange rates.

7. Vehicle Rental Activities

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


	As of		As of
	June 30,		December 31,
	2024		2023
Rental vehicles	$	24,665	$	23,114
Less: Accumulated depreciation	(2,703)		(2,639)
	21,962		20,475
Vehicles held for sale	432		734
Vehicles, net investment in lease (a)	80		31
Vehicles, net	$	22,474	$	21,240

________

(a) See Note 14 – Related Party Transactions.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	655	$	540	$	1,217	$	1,017
Lease charges	39		40		74		78
(Gain) loss on sale of vehicles, net	39		(205)		78		(455)
Vehicle depreciation and lease charges, net	$	733	$	375	$	1,369	$	640

At June 30, 2024 and 2023, we had payables related to vehicle purchases included in liabilities under vehicle programs - other of $573 million and $443 million, respectively, and receivables related to vehicle sales included in assets under vehicle programs - receivables from vehicle manufacturers and other of $138 million and $140 million, respectively.

8. Income Taxes

Our effective tax rate for the six months ended June 30, 2024 was a benefit of 14.8%. Such rate differed from the Federal Statutory rate of 21.0% primarily due to the effect of certain tax credits, partially offset by foreign taxes on our International operations and state taxes.

Our effective tax rate for the six months ended June 30, 2023 was a provision of 24.8%. Such rate differed from the Federal Statutory rate of 21.0% primarily due to foreign taxes on our International operations and state taxes.

The Organisation for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”), effective for fiscal 2024. We are closely monitoring developments of the Pillar Two rule as the OECD continues to refine its technical guidance and member states implement tax laws and regulations based on Pillar Two proposals. Based on our preliminary analysis, we do not expect Pillar Two to have a material impact on our financial statements for 2024.

9. Accounts Payable and Other Current Liabilities

Accounts payable and other current liabilities consisted of:


	As of		As of
	June 30,		December 31,
	2024		2023
Short-term operating lease liabilities	$	567	$	576
Accounts payable	555		487
Accrued sales and use taxes	322		251
Deferred lease revenues - current	311		168
Accrued advertising and marketing	282		276
Public liability and property damage insurance liabilities – current	171		181
Accrued payroll and related	140		188
Other	490		500
Accounts payable and other current liabilities	$	2,838	$	2,627

10. Long-term Corporate Debt and Borrowing Arrangements

Long-term corporate debt and borrowing arrangements consisted of:


		As of		As of
	Maturity	June 30,		December 31,
	Date	2024		2023
4.750% euro-denominated Senior Notes	January 2026	$	—	$	386
5.750% Senior Notes	July 2027	738		736
4.750% Senior Notes	April 2028	500		500
7.000% euro-denominated Senior Notes	February 2029	643		—
5.375% Senior Notes	March 2029	600		600
7.250% euro-denominated Senior Notes	July 2030	643		441
8.000% Senior Notes	February 2031	497		497

Floating Rate Term Loan (a)	August 2027	1,159		1,164
Floating Rate Term Loan (b)	March 2029	522		524
Other (c)		21		30
Deferred financing fees		(62)		(55)
Total		5,261		4,823
Less: Short-term debt and current portion of long-term debt		28		32
Long-term debt		$	5,233	$	4,791

________

(a)The floating rate term loan is part of our senior revolving credit facility, which is secured by pledges of capital stock of certain of our subsidiaries, and liens on substantially all of our intellectual property and certain other real and personal property. As of June 30, 2024, the floating rate term loan due 2027 bears interest at one-month Secured Overnight Financing Rate (“SOFR”) plus 1.75%, for an aggregate rate of 7.21%. We have entered into a swap to hedge $750 million of interest rate exposure related to the floating rate term loan at an aggregate rate of 3.26%.

(b)The floating rate term loan is part of our senior revolving credit facility, which is secured by pledges of capital stock of certain of our subsidiaries, and liens on substantially all of our intellectual property and certain other real and personal property. As of June 30, 2024, the floating rate term loan due 2029 bears interest at one-month SOFR plus 3.00%, for an aggregate rate of 8.44%.

(c)Primarily includes finance leases, which are secured by liens on the related assets.

In February 2024, we issued €600 million of 7.000% euro-denominated Senior Notes due February 2029, at par, with interest payable semi-annually. In April 2024, we used net proceeds from the offering to redeem all of our outstanding 4.750% euro-denominated Senior Notes due January 2026 plus accrued interest, with the remainder being used for general corporate purposes.

In May 2024, we issued €200 million of additional 7.250% euro-denominated Senior notes due July 2030, at 100.25% of their face value, with interest payable semi-annually.

Committed Credit Facilities and Available Funding Arrangements

As of June 30, 2024, the committed corporate credit facilities available to us and/or our subsidiaries were as follows:


	Total Capacity		Outstanding Borrowings		Letters of Credit Issued		Available Capacity
Senior revolving credit facility maturing 2028 (a)	$	2,000	$	—	$	1,989	$	11

________

(a)The senior revolving credit facility bears interest at one-month SOFR plus 1.75% and is part of our senior credit facilities, which include the floating rate term loan and the senior revolving credit facility, and which are secured by pledges of capital stock of certain of our subsidiaries, liens on substantially all of our intellectual property and certain other real and personal property.

As of June 30, 2024, we had various other uncommitted standby letter of credit facilities (“SBLC facilities”) with an additional letter of credit capacity of up to $300 million. As of June 30, 2024, no letters of credit have been issued or drawn on our SBLC facilities.

Debt Covenants

The agreements governing our indebtedness contain restrictive covenants, including restrictions on dividends paid to us by certain of our subsidiaries, the incurrence of additional indebtedness and/or liens by us and certain of our subsidiaries, acquisitions, mergers, liquidations, and sale and leaseback transactions. Our senior credit facility also contains a maximum leverage ratio requirement. As of June 30, 2024, we were in compliance with the financial covenants governing our indebtedness.

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 of
	June 30,		December 31,
	2024		2023
Americas - Debt due to Avis Budget Rental Car Funding (a)	$	15,633	$	15,502
Americas - Debt borrowings	1,237		1,075
International - Debt borrowings (b)	2,533		2,203
International - Finance leases	186		172
Other	37		55
Deferred financing fees (c)	(92)		(70)
Total	$	19,534	$	18,937

________

(a)Includes approximately $848 million and $841 million of Class R notes as of June 30, 2024 and December 31, 2023, respectively, which are held by us.

(b)In February 2024, we amended our European rental fleet securitization program to increase its capacity to approximately €1.9 billion and extend the maturity of the program to September 2026. We also added £200 million to our capacity within the program.

(c)Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of June 30, 2024 and December 31, 2023 were $73 million and $61 million, respectively.

The following table provides a summary of debt issued by AESOP during the six months ended June 30, 2024:


Issuance Date	Maturity Date	Weighted Average Interest Rate		Amount Issued
January 2024	June 2029	5.51	%	$	1,200
February 2024	April 2026	6.24	%	53
February 2024	October 2026	6.18	%	37
February 2024	April 2028	6.23	%	52
March 2024	October 2027	5.26	%	400
March 2024	December 2029	5.35	%	700
		5.46	%	$	2,442

Debt Maturities

The following table provides the contractual maturities of our debt under vehicle programs, including related party debt due to Avis Budget Rental Car Funding, at June 30, 2024:


	Debt under Vehicle Programs (a)
Within 1 year (b)	$	2,874
Between 1 and 2 years (c)	5,347
Between 2 and 3 years (d)	5,324
Between 3 and 4 years (e)	2,576
Between 4 and 5 years	2,570
Thereafter	935
Total	$	19,626

________

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

(b) Includes $1.1 billion of bank and bank-sponsored facilities.

(d) Includes $2.0 billion of bank and bank-sponsored facilities.

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

Committed Credit Facilities and Available Funding Arrangements

As of June 30, 2024, available funding under our debt arrangements related to our vehicle programs, including related party debt due to Avis Budget Rental Car Funding, consisted of:


	Total Capacity (a)		Outstanding Borrowings (b)		Available Capacity
Americas - Debt due to Avis Budget Rental Car Funding	$	17,773	$	15,633	$	2,140
Americas - Debt borrowings	1,318		1,237		81
International - Debt borrowings	3,146		2,533		613
International - Finance leases	253		186		67
Other	37		37		—
Total	$	22,527	$	19,626	$	2,901

________

(a) Capacity is subject to maintaining sufficient assets to collateralize debt. The total capacity for Americas - Debt due to Avis Budget Rental Car Funding includes increases from amendments and restatements of our asset-backed variable-funding financing facilities, which were most recently amended and restated in April 2024.

(b) The outstanding debt is collateralized by vehicles and related assets of $18.0 billion for Americas - Debt due to Avis Budget Rental Car Funding; $1.7 billion for Americas - Debt borrowings; $3.2 billion for International - Debt borrowings; and $0.2 billion for International - Finance leases.

Debt Covenants

The agreements under our vehicle-backed funding programs contain restrictive covenants, including restrictions on dividends paid to us by certain of our subsidiaries and restrictions on indebtedness, mergers, liens, liquidations, and sale and leaseback transactions and in some cases also require compliance with certain financial requirements. As of June 30, 2024, we are not aware of any instances of non-compliance with any of the financial or restrictive covenants contained in the debt agreements under our vehicle-backed funding programs.

12. Commitments and Contingencies

Contingencies

In 2006, we completed the spin-offs of our Realogy and Wyndham subsidiaries (now known as Anywhere Real Estate, Inc., and Wyndham Hotels and Resorts, Inc. and Travel + Leisure Co., respectively). We do not believe that the impact of any resolution of pre-existing contingent liabilities in connection with the spin-offs should result in a material liability to us in relation to our consolidated financial position or liquidity, as Anywhere Real Estate, Inc., Wyndham Hotels and Resorts, Inc. and Travel + Leisure Co. have agreed to assume responsibility for these liabilities.

In March 2023, the California Office of Tax Appeals (“OTA”) issued an opinion in a case involving notices of proposed assessment of California corporation franchise tax for tax year 1999 issued to us. The case involves whether (i) the notices of proposed assessment were barred by the statute of limitations; and (ii) a transaction undertaken by us in tax year 1999 constituted a tax-free reorganization under the Internal Revenue Code (“IRC”). The OTA concluded that the notices of proposed assessment were not barred by the statute of limitations and that the 1999 transaction was not a tax-free reorganization under the IRC. Anywhere Real Estate, Inc. has assumed 62.5%, and Wyndham Hotels and Resorts, Inc. and Travel + Leisure Co. have assumed 37.5% of the potential tax liability in this matter, respectively. We filed a petition for rehearing, which was denied in April 2024, and the tax assessment is expected to become payable, even if judicial relief is sought.

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

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

We are currently involved, and in the future may be involved, in claims and/or legal proceedings, including class actions, and governmental inquiries that are incidental to our vehicle rental and car sharing operations, including, among others, contract and licensee disputes, competition matters, employment and wage-and-hour claims, insurance and liability claims, intellectual property claims, business practice disputes and other regulatory, environmental, commercial and tax matters.

We are a defendant in a number of legal proceedings for personal injury arising from the operation of our vehicles. In June 2023, two of our subsidiaries were named as defendants in a lawsuit filed in Dallas, Texas alleging that one of our employees caused the death of an individual with one of our vehicles: Peggy Dawson Edwards, Individually and as Anticipated Representative of the Estate of Michael Edwards, Sr., et. al. v. Avis Budget Car Rental, LLC; PV Holding Corp.; and Kevin Barnes, Cause No. CC-23-03188-E, pending in County Court at Law No. 5 for Dallas County, Texas. The complaint alleges that our subsidiaries are responsible for Mr. Edwards’ death and seeks compensatory and punitive damages in an unspecified

amount exceeding $1 million. The court has set a trial date in November 2024 for this lawsuit. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claim. However, the Company intends to vigorously defend it.

Litigation is inherently unpredictable and, although we believe that our accruals are adequate and/or that we have valid defenses in these matters, unfavorable resolutions could occur. We estimate that the potential exposure resulting from adverse outcomes of current legal proceedings in which it is reasonably possible that a loss may be incurred could, in the aggregate, be up to approximately $40 million in excess of amounts accrued as of June 30, 2024. We do not believe that the impact should result in a material liability to us in relation to our consolidated financial condition or results of operations.

Commitments to Purchase Vehicles

We maintain agreements with vehicle manufacturers under which we have agreed to purchase approximately $1.4 billion of vehicles from manufacturers over the next 12 months, a $5.4 billion decrease compared to December 31, 2023, financed primarily through the issuance of vehicle-backed debt and cash received upon the disposition of vehicles. Certain of these commitments are subject to the vehicle manufacturers satisfying their obligations under their respective repurchase and guaranteed depreciation agreements.

Concentrations

Concentrations of credit risk as of June 30, 2024 include (i) risks related to our repurchase and guaranteed depreciation agreements with domestic and foreign car manufacturers and primarily with respect to receivables for program cars that have been disposed but for which we have not yet received payment from the manufacturers and (ii) risks related to Realogy and Wyndham, including receivables of $39 million and $24 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

Share Repurchases

Our Board of Directors has authorized the repurchase of up to approximately $8.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded, most recently in February 2023 (the “Stock Repurchase Program”). During the six months ended June 30, 2024, we did not repurchase any shares of common stock under the Stock Repurchase Program. During the six months ended June 30, 2023, we repurchased approximately 723 thousand shares of common stock at a cost of approximately $146.1 million under the Stock Repurchase Program. As of June 30, 2024, approximately $802 million of authorization remained available to repurchase common stock under the Stock Repurchase Program.

Common stock repurchases under the Stock Repurchase Program do not include shares withheld to satisfy employees’ income tax liabilities attributable to the vesting of restricted stock unit awards.

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss)	$	15	$	436	$	(98)	$	748
Less: net income attributable to non-controlling interests	1		1		2		1
Net income (loss) attributable to Avis Budget Group, Inc.	14		435		(100)		747
Other comprehensive income (loss):
Currency translation adjustments (net of tax of $(3), $2, $(8) and $5, respectively) (a)	7		6		(45)		2
Net unrealized gain (loss) on cash flow hedges (net of tax of $1, $(4), $(1) and $(2), respectively)	(3)		14		4		7
Minimum pension liability adjustment (net of tax of $0 in each period)	1		1		2		2
	5		21		(39)		11
Comprehensive income (loss) attributable to Avis Budget Group, Inc.	$	19	$	456	$	(139)	$	758

________

(a) 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, 2024	$	(3)	$	37	$	(130)	$	(96)
Other comprehensive income (loss) before reclassifications	(45)		15		—		(30)
Amounts reclassified from accumulated other comprehensive income (loss)	—		(11)		2		(9)
Net current-period other comprehensive income (loss)	(45)		4		2		(39)
Balance, June 30, 2024	$	(48)	$	41	$	(128)	$	(135)

Balance, January 1, 2023	$	(30)	$	45	$	(116)	$	(101)
Other comprehensive income (loss) before reclassifications	2		13		—		15
Amounts reclassified from accumulated other comprehensive income (loss)	—		(6)		2		(4)
Net current-period other comprehensive income (loss)	2		7		2		11
Balance, June 30, 2023	$	(28)	$	52	$	(114)	$	(90)

________

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 $116 million gain, net of tax, as of June 30, 2024 related to our hedge of our investment in euro-denominated foreign operations (see Note 16 – Financial Instruments).

(a)For the three months ended June 30, 2024 and 2023, the amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were gains of $7 million ($6 million, net of tax) and gains of $5 million ($4 million, net of tax), respectively. For the six months ended June 30, 2024 and 2023, the amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were gains of $14 million ($11 million, net of tax) and gains of $8 million ($6 million, net of tax), respectively.

(b)For the three months ended June 30, 2024 and 2023, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were losses of $2 million ($1 million, net of tax), in each period. For the six months ended June 30, 2024 and 2023, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were losses of $3 million ($2 million, net of tax), in each period.

14. Related Party Transactions

SRS Mobility Ventures, LLC

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

On September 1, 2022, through the issuance of Class B Preferred Voting Membership Interests, SRS Mobility Ventures, LLC increased their ownership in this subsidiary to 51% at a fair value of $62 million. In accordance with ASC Topic 810-10-40, we must deconsolidate a subsidiary as of the date we cease to have a controlling interest in that subsidiary and recognize the gain or loss in net income at that time. The fair value of our retained investment was determined utilizing a discounted cash flow methodology based on various assumptions, including projections of future cash flows, which include forecast of future revenue and EBITDA. As a result, we deconsolidated our former subsidiary, Avis Mobility Ventures LLC (“AMV”), from our financial statements and began to report our proportional share of the former subsidiary’s income or loss within other (income) expense, net in our Consolidated Condensed Statements of Comprehensive Income as we do not have the ability to direct the significant activities of the former subsidiary and are therefore no longer primary beneficiary of the VIE. Upon deconsolidation, our former subsidiary had a net asset carrying amount of $49 million resulting in a gain of $10 million.

In August and October 2023, SRS made capital contributions to AMV, increasing their ownership to approximately 65%.

In June 2024, SRS made a capital contribution of approximately $22.2 million to AMV, and we simultaneously settled approximately $11.7 million in receivables from AMV related to services we have provided. SRS’s ownership percentage remained at approximately 65% following these transactions.

We continue to provide vehicles, related fleet services, and certain administrative services to AMV to support their operations. For the three months ended June 30, 2024 and 2023, we recorded an immaterial amount and $6 million of related income within other (income) expense, net, respectively. For the six months ended June 30, 2024 and 2023, we recorded $2 million and $14 million of related income within other (income) expense, net, respectively. For the three months ended June 30, 2024 and 2023, we recorded losses of $2 million and $10 million within other (income) expense, net, related to our equity investment, respectively. For the six months ended June 30, 2024 and 2023, we recorded losses of $5 million and $16 million within other (income) expense, net, related to our equity investment, respectively.

As of June 30, 2024 and December 31, 2023, receivables from AMV related to these services were $3 million and $2 million, respectively, and our net investment in vehicle finance lease with AMV, which is included in vehicles, net, was $80 million and $31 million, respectively. The carrying value of our equity investment in AMV as of June 30, 2024 and December 31, 2023 was approximately $31 million and $24 million, respectively, which is included in other non-current assets.

15. Stock-Based Compensation

We recorded stock-based compensation expense of $6 million ($5 million, net of tax) and $8 million ($5 million, net of tax) during the three months ended June 30, 2024 and 2023, respectively. We recorded stock-based compensation expense of $13 million ($10 million, net of tax) and $16 million ($11 million, net of tax) during the six months ended June 30, 2024 and 2023, respectively.

As part of our declaration and payment of a special cash dividend in December 2023, we granted additional restricted stock units (“RSUs”) to our award holders with unvested shares as a dividend equivalent, which has been deferred until, and will not be paid unless, the shares of stock underlying the award vest.

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


	Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Time-based RSUs
Outstanding at January 1, 2024	290	$	161.87
Granted (a)	120	113.10
Vested (b)	(100)	133.88
Forfeited	(4)	167.61
Outstanding and expected to vest at June 30, 2024 (c)	306	$	151.83	1.4	$	32
Performance-based RSUs
Outstanding at January 1, 2024	411	$	128.77
Granted (a)	144	113.10
Vested (b)	(222)	68.54
Forfeited	(3)	175.87
Outstanding at June 30, 2024	330	$	161.95	1.9	$	34
Outstanding and expected to vest at June 30, 2024 (c)	172	$	159.15	1.9	$	18

________

(a)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 six months ended June 30, 2023 was $208.55 and $208.49, respectively.

(b)The total fair value of RSUs vested during the six months ended June 30, 2024 and 2023 was $29 million and $19 million, respectively.

(c)Aggregate unrecognized compensation expense related to time-based RSUs and performance-based RSUs amounted to $46 million and will be recognized over a weighted average vesting period of 1.6 years.

16. Financial Instruments

Derivative Instruments and Hedging Activities

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

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

Interest Rate Risk. We use various hedging strategies including interest rate swaps and interest rate caps to create what we deem an appropriate mix of fixed and floating rate assets and liabilities. We use interest rate swaps and interest rate caps to manage the risk related to our floating rate corporate debt and our floating rate vehicle-backed debt. We record the changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. We record the gains or losses related to freestanding derivatives, which are not designated as a hedge for accounting purposes, currently in earnings and are presented in the same line of the income statement expected for the hedged item. We estimate that approximately $26 million of gain currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months.

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

We held derivative instruments with absolute notional values as follows:


	As of June 30, 2024
Foreign exchange contracts	$	1,892
Interest rate caps (a)	15,620
Interest rate swaps	750

________

(a)Represents $10.5 billion of interest rate caps sold, partially offset by approximately $5.2 billion of interest rate caps purchased. These amounts exclude $5.9 billion of interest rate caps purchased by our Avis Budget Rental Car Funding subsidiary as it is not consolidated by us.

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


	As of June 30, 2024				As of December 31, 2023
	Fair Value, Asset Derivatives		Fair Value, Derivative Liabilities		Fair Value, Derivative Assets		Fair Value, Derivative Liabilities
Derivatives designated as hedging instruments
Interest rate swaps (a)	$	55	$	—	$	50	$	—
Derivatives not designated as hedging instruments
Foreign exchange contracts (b)	4		1		5		4
Interest rate caps (c)	8		44		19		74

Total	$	67	$	45	$	74	$	78

________

Amounts in this table exclude derivatives issued by Avis Budget Rental Car Funding, as it is not consolidated by us; however, certain amounts related to the derivatives held by Avis Budget Rental Car Funding are included within accumulated other comprehensive income (loss), as discussed in Note 13 – Stockholders' Equity.

(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.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Derivatives designated as hedging instruments (a)
Interest rate swaps (b)	$	(3)	$	14	$	4	$	7
Euro-denominated notes (c)	8		(5)		23		(14)
Derivatives not designated as hedging instruments (d)
Foreign exchange contracts (e)	(6)		(8)		(19)		(15)
Interest rate caps (f)	—		(1)		—		(1)

Total	$	(1)	$	—	$	8	$	(23)

________

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

(b)Classified as a net unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss). Refer to Note 13 – Stockholders' Equity for amounts reclassified from accumulated other comprehensive income (loss) into earnings.

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

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

(e)Included in interest expense.

Debt Instruments

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


	As of June 30, 2024				As of December 31, 2023
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Corporate debt
Short-term debt and current portion of long-term debt	$	28	$	28	$	32	$	32
Long-term debt	5,233		5,176		4,791		4,812

Debt under vehicle programs
Vehicle-backed debt due to Avis Budget Rental Car Funding	$	15,560	$	15,788	$	15,441	$	15,238
Vehicle-backed debt	3,930		3,955		3,422		3,435
Interest rate swaps and interest rate caps (a)	44		44		74		74

________

(a) Derivatives in a liability position.

17. Segment Information

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

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

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


			Three Months Ended June 30,
			2024				2023
			Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas			$	2,361	$	186	$	2,428	$	631
International			687		48		695		126
Corporate and Other (a)			—		(20)		—		(20)
	Total Company		$	3,048	$	214	$	3,123	$	737

Reconciliation of Adjusted EBITDA to Income before income taxes:
					2024				2023
Adjusted EBITDA					$	214			$	737
Less:		Non-vehicle related depreciation and amortization			58				52
		Interest expense related to corporate debt, net:
		Interest expense			88				68
		Early extinguishment of debt			1				—
		Restructuring and other related charges			14				1
		Transaction-related costs, net			1				—
		Other (income) expense, net (b)			2				4
		Reported within operating expenses:
		Cloud computing costs			11				9

		Legal matters, net			12				5
Income before income taxes					$	27			$	598

__________

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

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


			Six Months Ended June 30,
			2024				2023
			Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas			$	4,354	$	230	$	4,444	$	1,147
International			1,245		33		1,236		176
Corporate and Other (a)			—		(37)		—		(51)
	Total Company		$	5,599	$	226	$	5,680	$	1,272

Reconciliation of Adjusted EBITDA to Income (loss) before income taxes:
					2024				2023
Adjusted EBITDA					$	226			$	1,272
Less:		Non-vehicle related depreciation and amortization			119				108
		Interest expense related to corporate debt, net:
		Interest expense			171				141
		Early extinguishment of debt			1				—
		Restructuring and other related charges			17				5
		Transaction-related costs, net			2				—
		Other (income) expense, net (b)			3				2
		Reported within operating expenses:
		Cloud computing costs			21				16

		Legal matters, net			7				5


Income (loss) before income taxes					$	(115)			$	995

________

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

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

Since December 31, 2023, there have been no significant changes in segment assets exclusive of assets under vehicle programs. As of June 30, 2024 and December 31, 2023, Americas’ segment assets under vehicle programs were approximately $20.0 billion and $19.3 billion, respectively. This increase in assets under vehicle programs is directly correlated to the increase in the cost of our vehicle fleet.

* * * *

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

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes included in this Quarterly Report on Form 10-Q and with our 2023 Form 10-K. Our actual results of operations may differ materially from those discussed in forward-looking statements as a result of various factors, including those discussed in “Forward-Looking Statements”. See “Forward-Looking Statements” and “Risk Factors” for additional information. Unless otherwise noted, all dollar amounts in tables are in millions.


OVERVIEW

Our Company

We operate three of the most globally recognized brands in mobility solutions, Avis, Budget and Zipcar, together with several other brands well recognized in their respective markets. We are a leading vehicle rental operator in North America, Europe, Australasia and certain other regions we serve, with an average rental fleet of approximately 705,000 vehicles in second quarter 2024. 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 (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 certain areas in which we do not operate directly; and 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 certain areas in which we do not operate directly.

Business and Trends

Our strategy continues to primarily focus on customer experience and costs to strengthen our Company, maximize profitability, and deliver stakeholder value. During the three months ended June 30, 2024, we generated revenues of $3.0 billion, net income of $15 million and Adjusted EBITDA of $214 million. These results were driven primarily by increased volume, offset by decreased revenue per day, and increased fleet and interest costs.

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

RESULTS OF OPERATIONS

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

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

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

During the six months ended June 30, 2024:

•Our revenues totaled $5.6 billion, a decrease of $81 million year-over-year, primarily due to decreased revenue per day.

•Our net loss was $100 million, representing a decrease in our net income of $847 million year-over-year, primarily due to increased fleet and interest costs.

•Our Adjusted EBITDA was $226 million, representing a decrease of $1.0 billion year-over-year.

Three Months Ended June 30, 2024 vs. Three Months Ended June 30, 2023

Our consolidated condensed results of operations comprised of the following:


	Three Months Ended June 30,
	2024		2023		$ Change		% Change
Revenues	$	3,048	$	3,123	$	(75)	(2	%)

Expenses
Operating	1,532		1,475		57		4	%
Vehicle depreciation and lease charges, net	733		375		358		95	%
Selling, general and administrative	348		378		(30)		(8	%)
Vehicle interest, net	244		172		72		42	%
Non-vehicle related depreciation and amortization	58		52		6		12	%
Interest expense related to corporate debt, net:
Interest expense	88		68		20		29	%
Early extinguishment of debt	1		—		1		n/m
Restructuring and other related charges	14		1		13		n/m
Transaction-related costs, net	1		—		1		n/m
Other (income) expense, net	2		4		(2)		(50	%)
Total expenses	3,021		2,525		496		20	%

Income before income taxes	27		598		(571)		(95	%)
Provision for income taxes	12		162		(150)		(93	%)
Net income	15		436		(421)		(97	%)
Less: net income attributable to non-controlling interests	1		1		—		0	%
Net income attributable to Avis Budget Group, Inc.	$	14	$	435	$	(421)	(97	%)

___________

n/m - Not Meaningful

Revenues decreased $75 million, or 2%, during the three months ended June 30, 2024 compared to the similar period in 2023, primarily due to a 4% decrease in revenue per day, excluding exchange rate effects, and a $10 million negative impact from currency exchange rate movements, partially offset by a 2% increase in volume. Total expenses increased 20% during the three months ended June 30, 2024 compared to the similar period in 2023, primarily due to increased fleet and interest costs. Our effective tax rates were a provision of 44.4% and 27.1% for the three months ended June 30, 2024 and 2023, respectively. As a result of these items, our net income decreased by $421 million compared to the similar period in 2023. For the three months ended June 30, 2024 and 2023, we reported earnings per diluted share of $0.41 and $11.01, respectively.

Operating expenses increased to 50.3% of revenue during the three months ended June 30, 2024 compared to 47.2% during the similar period in 2023, primarily due to an increase in volume. Vehicle depreciation and lease charges increased to 24.0% of revenue during the three months ended June 30, 2024 compared to 12.0% during the similar period in 2023, primarily due to increased per unit fleet costs, excluding exchange rate effects, driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs decreased to 11.4% of revenue during the three months ended June 30, 2024 compared to 12.1% during the similar period in 2023, primarily due to decreased marketing costs and other selling, general and administrative costs. Vehicle interest costs increased to 8.0% of revenue during the three months ended June 30, 2024, compared to 5.5% during the similar period in 2023, primarily due to rising interest rates.

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


		Three Months Ended June 30,
		2024				2023
		Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas		$	2,361	$	186	$	2,428	$	631
International		687		48		695		126
Corporate and Other (a)		—		(20)		—		(20)
Total Company		$	3,048	$	214	$	3,123	$	737

Reconciliation of Net income to Adjusted EBITDA:
				2024				2023
Net income				$	15			$	436
Provision for income taxes				12				162
Income before income taxes				27				598
Add:	Non-vehicle related depreciation and amortization			58				52
	Interest expense related to corporate debt, net:
	Interest expense			88				68
	Early extinguishment of debt			1				—
	Restructuring and other related charges			14				1
	Transaction-related costs, net			1				—
	Other (income) expense, net (b)			2				4
	Reported within operating expenses:
	Cloud computing costs			11				9

	Legal matters, net			12				5
Adjusted EBITDA				$	214			$	737

__________

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

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

Americas


	Three Months Ended June 30,
	2024		2023		% Change
Revenues	$	2,361	$	2,428	(3	%)
Adjusted EBITDA	186		631		(71	%)

Revenues decreased during the three months ended June 30, 2024 compared to the similar period in 2023, primarily due to a 3% decrease in revenue per day and a $2 million negative impact from currency exchange rate movements, partially offset by a 1% increase in volume.

Operating expenses increased to 50.4% of revenue during the three months ended June 30, 2024 compared to 47.6% during the similar period in 2023, primarily due to an increase in volume. Vehicle depreciation and lease charges increased to 23.7% of revenue during the three months ended June 30, 2024 compared to 10.5% during the similar period in 2023, primarily due to increased per-unit fleet costs, driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs decreased to 9.4% of revenue during the three months ended June 30, 2024 compared to 10.1% during the similar period in 2023, primarily due to decreased marketing costs and other selling, general and administrative costs. Vehicle interest costs increased to 8.8% of revenue during the three months ended June 30, 2024 compared to 6.0% during the similar period in 2023, primarily due to rising interest rates.

Adjusted EBITDA decreased during the three months ended June 30, 2024 compared to the similar period in 2023, primarily due to higher per-unit fleet and interest costs.

International


	Three Months Ended June 30,
	2024		2023		% Change
Revenues	$	687	$	695	(1	%)
Adjusted EBITDA	48		126		(62	%)

Revenues decreased during the three months ended June 30, 2024, compared to the similar period in 2023, primarily due to a 5% decrease in revenue per day, excluding exchange rate effects, and a $8 million negative impact from currency exchange rate movements, offset by a 5% increase in volume.

Operating expenses increased to 48.0% of revenue during the three months ended June 30, 2024 compared to 45.3% during the similar period in 2023, primarily due to an increase in volume. Vehicle depreciation and lease charges increased to 25.2% of revenue during the three months ended June 30, 2024 compared to 17.3% during the similar period in 2023, primarily due to increased per-unit fleet costs, excluding exchange rate effects, driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs were approximately 15.8% of revenue during the three months ended June 30, 2024 compared to 15.6% during the similar period in 2023. Vehicle interest costs increased to 5.5% of revenue during the three months ended June 30, 2024 compared to 3.8% during the similar period in 2023, primarily due to rising interest rates.

Adjusted EBITDA decreased during the three months ended June 30, 2024 compared to the similar period in 2023, primarily due to higher per-unit fleet and interest costs and a $6 million negative impact from currency exchange rate movements.

Six Months Ended June 30, 2024 vs. Six Months Ended June 30, 2023

Our consolidated condensed results of operations comprised of the following:


	Six Months Ended June 30,
	2024		2023		$ Change		% Change
Revenues	$	5,599	$	5,680	$	(81)	(1	%)

Expenses
Operating	2,876		2,782		94		3	%
Vehicle depreciation and lease charges, net	1,369		640		729		114	%
Selling, general and administrative	673		702		(29)		(4	%)
Vehicle interest, net	483		305		178		58	%
Non-vehicle related depreciation and amortization	119		108		11		10	%
Interest expense related to corporate debt, net:
Interest expense	171		141		30		21	%
Early extinguishment of debt	1		—		1		n/m
Restructuring and other related charges	17		5		12		n/m
Transaction-related costs, net	2		—		2		n/m
Other (income) expense, net	3		2		1		50	%
Total expenses	5,714		4,685		1,029		22	%

Income (loss) before income taxes	(115)		995		(1,110)		(112	%)
Provision for (benefit from) income taxes	(17)		247		(264)		(107	%)
Net income (loss)	(98)		748		(846)		(113	%)
Less: net income attributable to non-controlling interests	2		1		1		n/m
Net income (loss) attributable to Avis Budget Group, Inc.	$	(100)	$	747	$	(847)	(113	%)

________

n/m - Not Meaningful

Revenues decreased $81 million or 1% during the six months ended June 30, 2024 compared to the similar period in 2023, primarily due to a 4% decrease in revenue per day, excluding exchange rate effects, and a $10 million negative impact from currency exchange rate movements, partially offset by a 3% increase in volume. Total expenses increased 22% during the six months ended June 30, 2024, compared to the similar period in 2023, primarily due to increased fleet and interest costs. Our effective tax rates were a benefit of 14.8% and a provision of 24.8% for the six months ended June 30, 2024 and 2023, respectively. As a result of these items, our net income decreased by $847 million compared to the similar period in 2023. For the six months ended June 30, 2024 and 2023, we reported earnings (loss) per diluted share of $(2.80) and $18.93, respectively.

Operating expenses increased to 51.4% of revenue during the six months ended June 30, 2024 compared to 49.0% during the similar period in 2023, primarily due to an increase in volume. Vehicle depreciation and lease charges increased to 24.4% of revenue during the six months ended June 30, 2024 compared to 11.3% during the similar period in 2023, primarily due to increased per unit fleet costs, excluding exchange rate effects, which was driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs decreased to 12.0% of revenue during the six months ended June 30, 2024, compared to 12.4% during the similar period in 2023, primarily due to decreased marketing costs and other selling, general and administrative costs, partially offset by increased commissions. Vehicle interest costs increased to 8.6% of revenue during the six months ended June 30, 2024 compared to 5.4% during the similar period in 2023, primarily due to rising interest rates.

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


		Six Months Ended June 30,
		2024				2023
		Revenues		Adjusted EBITDA		Revenues		Adjusted EBITDA
Americas		$	4,354	$	230	$	4,444	$	1,147
International		1,245		33		1,236		176
Corporate and Other (a)		—		(37)		—		(51)
	Total Company	$	5,599	$	226	$	5,680	$	1,272

Reconciliation of Net income (loss) to Adjusted EBITDA:
				2024				2023
Net income (loss)				$	(98)			$	748
Provision for (benefit from) income taxes				(17)				247
Income (loss) before income taxes				(115)				995
Add:	Non-vehicle related depreciation and amortization			119				108
	Interest expense related to corporate debt, net:
	Interest expense			171				141
	Early extinguishment of debt			1				—
	Restructuring and other related charges			17				5
	Transaction-related costs, net			2				—
	Other (income) expense, net (b)			3				2
	Reported within operating expenses:
	Cloud computing costs			21				16

	Legal matters, net			7				5
Adjusted EBITDA				$	226			$	1,272

________

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

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

Americas


	Six Months Ended June 30,
	2024		2023		% Change
Revenues	$	4,354	$	4,444	(2	%)
Adjusted EBITDA	230		1,147		(80	%)

Revenues decreased during the six months ended June 30, 2024 compared to the similar period in 2023, primarily due to a 5% decrease in revenue per day and a $2 million negative impact from currency exchange rate movements, partially offset by a 3% increase in volume.

Operating expenses increased to 51.4% of revenue during the six months ended June 30, 2024 compared to 48.9% during the similar period in 2023, primarily due to an increase in volume. Vehicle depreciation and lease charges increased to 24.0% of revenue during the six months ended June 30, 2024 compared to 9.7% during the similar period in 2023, primarily due to increased per-unit fleet costs, which was driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs were approximately 9.8% of revenue during the six months ended June 30, 2024 compared to 10.0% during the similar period in 2023. Vehicle interest costs increased to 9.4% of revenue during the six months ended June 30, 2024 compared to 5.8% during the similar period in 2023, primarily due to rising interest rates.

Adjusted EBITDA decreased during the six months ended June 30, 2024 compared to the similar period in 2023, primarily due to higher per-unit fleet and interest costs.

International


	Six Months Ended June 30,
	2024		2023		% Change
Revenues	$	1,245	$	1,236	1	%
Adjusted EBITDA	33		176		(81	%)

Revenues increased during the six months ended June 30, 2024 compared to the similar period in 2023, primarily due to a 5% increase in volume, partially offset by a 3% decrease in revenue per day, excluding exchange rate effects, and a $8 million negative impact from currency exchange rate movements.

Operating expenses increased to 49.8% of revenue during the six months ended June 30, 2024 compared to 48.5% during the similar period in 2023, primarily due to an increase in volume. Vehicle depreciation and lease charges increased to 25.9% of revenue during the six months ended June 30, 2024 compared to 17.0% during the similar period in 2023, primarily due to increased per-unit fleet costs, excluding exchange rate effects, which was driven by increased fleet levels, increased depreciation rates, and a decrease in the gain on sale of vehicles. Selling, general and administrative costs were approximately 16.7% of revenue during the six months ended June 30, 2024 compared to 16.6% during the similar period in 2023. Vehicle interest costs increased to 5.9% of revenue during the six months ended June 30, 2024 compared to 3.8% during the similar period in 2023, primarily due to rising interest rates.

Adjusted EBITDA decreased during the six months ended June 30, 2024 compared to the similar period in 2023, primarily due to higher per-unit fleet and interest costs, and an approximately $8 million negative impact from currency exchange rate movements.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

FINANCIAL CONDITION


	June 30, 2024		December 31, 2023		Change
Total assets exclusive of assets under vehicle programs	$	9,815	$	9,590	$	225
Total liabilities exclusive of liabilities under vehicle programs	10,838		10,095		743
Assets under vehicle programs	24,067		22,979		1,088
Liabilities under vehicle programs	23,526		22,817		709
Total stockholders’ equity	(482)		(343)		(139)

The increase in liabilities exclusive of liabilities under vehicle programs is primarily due to the increase in corporate indebtedness from the issuance of senior notes. See “Liquidity and Capital Resources,” and Note 10 – Long-term Corporate Debt and Borrowing Arrangements to our Consolidated Condensed Financial Statements.

The increases in assets and liabilities under vehicle programs are primarily due to the increase in the cost of our vehicle fleet.

The decrease in stockholders’ equity is primarily due to our comprehensive loss.

LIQUIDITY AND CAPITAL RESOURCES

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

In May 2024, we issued €200 million of additional 7.250% euro-denominated Senior Notes due July 2030, at 100.25% of their face value, with interest payable semi-annually. Net proceeds from the offering will be used for general corporate purposes.

During 2024, our Avis Budget Rental Car Funding (AESOP) subsidiary issued approximately $2.4 billion of asset-backed notes with expected final payment dates ranging from April 2026 to December 2029, and a weighted average interest rate of 5.46%. In March and April 2024, AESOP amended and restated its asset-backed variable-funding financing facilities. The proceeds from these borrowings will be used to repay maturing vehicle-backed debt and the acquisition of rental cars in the United States. In February 2024, we amended our European rental fleet securitization program to increase its capacity to approximately €1.9 billion and extend its maturity to September 2026. We also added £200 million to our capacity under the program. The program is used to finance fleet purchases for certain of our European operations.

Our Board of Directors has authorized the repurchase of up to approximately $8.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded, most recently in February 2023. Our stock repurchases may occur through open market purchases, privately negotiated transactions or trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restricted payment capacity under our debt instruments and other factors. The Stock Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The Stock Repurchase Program has no set expiration or termination date. During the six months ended June 30, 2024, no common stock repurchases were made under the Stock Repurchase Program. As of June 30, 2024, approximately $802 million of authorization remained available to repurchase common stock under the Stock Repurchase Program.

CASH FLOWS

The following table summarizes our cash flows:


	Six Months Ended June 30,
	2024		2023		Change
Cash provided by (used in):
Operating activities	$	1,473	$	1,782	$	(309)
Investing activities	(2,555)		(5,214)		2,659
Financing activities	1,036		3,466		(2,430)
Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash	(15)		6		(21)
Net increase (decrease) in cash and cash equivalents, program and restricted cash	(61)		40		(101)
Cash and cash equivalents, program and restricted cash, beginning of period	644		642		2
Cash and cash equivalents, program and restricted cash, end of period	$	583	$	682	$	(99)

The decrease in cash provided by operating activities during the six months ended June 30, 2024 compared with the similar period in 2023 is primarily due to the decrease in our net income.

The decrease in cash used in investing activities during the six months ended June 30, 2024 compared with the similar period in 2023 is primarily due to the decrease in investment in vehicles, partially offset by proceeds received on disposition of vehicles.

The decrease in cash provided by financing activities during the six months ended June 30, 2024 compared with the similar period in 2023 is primarily due to the decrease in our net borrowings under vehicle programs, offset by the increase in our net corporate borrowings.

DEBT AND FINANCING ARRANGEMENTS

At June 30, 2024, we had approximately $24.8 billion of indebtedness, including corporate indebtedness of approximately $5.3 billion and debt under vehicle programs of approximately $19.5 billion. For information regarding our debt and borrowing arrangements, see Notes 1, 10 and 11 to our Consolidated Condensed Financial Statements.

LIQUIDITY RISK

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

Our liquidity has in the past been, and could in the future be, negatively affected by any financial market disruptions or the absence of a recovery or worsening of the United States and worldwide economies, or by continued increases in interest rates, 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 June 30, 2024, we had $511 million of available cash and cash equivalents and access to available borrowings under our revolving credit facility of approximately $11 million, providing us with access to an approximate $522 million of total liquidity.

Our liquidity position could also be negatively impacted if we are unable to remain in compliance with the consolidated first lien leverage ratio requirement and other covenants associated with our senior credit facilities and other borrowings. As of June 30, 2024, 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 2023 Form 10-K.

CONTRACTUAL OBLIGATIONS

Our future contractual obligations have not changed significantly from the amounts reported within our 2023 Form 10-K with the exception of our commitment to purchase vehicles, which decreased by approximately $5.4 billion from December 31, 2023, to approximately $1.4 billion as of June 30, 2024 due to existing fleet levels. 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 10 and 11 to our Consolidated Condensed Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

Accounting Policies

The results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex. However, in presenting our financial statements in conformity with generally accepted accounting principles (GAAP), we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required

to make relate to matters that are inherently uncertain as they relate to future events and/or events that are outside of our control. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented within the section titled “Critical Accounting Estimates” of our 2023 Form 10-K are the accounting policies (related to goodwill and other indefinite-lived intangible assets, vehicles, income taxes and public liability, property damage and other insurance liabilities) that we believe require subjective and complex judgments that could potentially affect reported results. There have been no significant changes to those accounting policies or our assessment of which accounting policies we would consider to be critical accounting policies.

New Accounting Standards

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to a variety of market risks, including changes in currency exchange rates, interest rates and fuel 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 June 30, 2024 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 fuel. 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 fuel would not have a material impact on our earnings for the period ended June 30, 2024. For additional information regarding our long-term borrowings and financial instruments, see Notes 10, 11 and 16 to our Consolidated Condensed Financial Statements.

Item 4. Controls and Procedures

(a)Disclosure Controls and Procedures. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.

(b)Changes in Internal Control Over Financial Reporting. During the second quarter of 2024, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding our legal proceedings, see Note 12 – Commitments and Contingencies to our Consolidated Condensed Financial Statements and refer to our 2023 Form 10-K.

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

Item 1A. Risk Factors

During the quarter ended June 30, 2024, we had no material developments to report with respect to our risk factors. For additional information regarding our risk factors, please refer to our 2023 Form 10-K.

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

Our Board of Directors has authorized the repurchase of up to approximately $8.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded, most recently in February 2023. Under our Stock Repurchase Program, the Company may repurchase shares from time to time in open market transactions, and may also repurchase shares in accelerated share repurchases, tender offers, privately negotiated transactions or by other means. Repurchases may also be made under a plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, the Company’s share price, legal requirements, restricted payment capacity under its debt instruments and other factors. The Stock Repurchase Program may be suspended, modified or discontinued without prior notice. During the second quarter of 2024, no common stock repurchases were made under the Stock Repurchase Program. As of June 30, 2024, approximately $802 million of authorization remained available to repurchase common stock under the Stock Repurchase Program.

Item 5. Other Information

During the quarter ended June 30, 2024, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

See Exhibit Index.

SIGNATURES

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

AVIS BUDGET GROUP, INC.

Date:

August 6, 2024

/s/ Cathleen DeGenova

Cathleen DeGenova

Senior Vice President and

Chief Accounting Officer

Exhibit Index


Exhibit No.			Description
3.1			Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 5, 2006).
3.2			Amended and Restated Bylaws of Avis Budget Group, Inc., dated as of August 10, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated August 13, 2020).
4.1			First Supplemental Indenture, dated as of May 21, 2024, by and among Avis Budget Finance plc, as issuer, the guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee and registrar, and Deutsche Bank AG, London Branch, as paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 21, 2024).
10.1			Eighth Amendment, dated as of May 29, 2024, to the Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, as borrower, Avis Budget Group, Inc., the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
31.1			Certification of Chief Executive Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2			Certification of Chief Financial Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema.
101.CAL			XBRL Taxonomy Extension Calculation Linkbase.
101.DEF			XBRL Taxonomy Extension Definition Linkbase.
101.LAB			XBRL Taxonomy Extension Label Linkbase.
101.PRE			XBRL Taxonomy Extension Presentation Linkbase.
104			Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

Document

Exhibit 10.1

Execution Version

EIGHTH AMENDMENT

EIGHTH AMENDMENT, dated as of May 29, 2024 (this “Amendment”), among AVIS BUDGET HOLDINGS, LLC (“Holdings”), AVIS BUDGET CAR RENTAL, LLC (the “Borrower”), the Lenders party hereto (the “Required Lenders”), and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, reference is hereby made to the Sixth Amended and Restated Credit Agreement dated as of July 9, 2021 (as heretofore amended, supplemented or otherwise modified from time to time, the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among others, Holdings, the Borrower, Avis Budget Group, Inc., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto (the “Lenders”) and the Administrative Agent;

WHEREAS, pursuant to Section 10.1 of the Existing Credit Agreement, the Borrower has requested to amend certain other provisions of the Existing Credit Agreement, and the Administrative Agent and the Required Lenders have agreed, upon the terms and subject to the conditions set forth herein, to amend those certain provisions of the Existing Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:

SECTION 1.Defined Terms. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement as amended hereby.

SECTION 2.Amendments.

(a)The Existing Credit Agreement is hereby amended in accordance with Exhibit A hereto: (i) by deleting each term thereof which is lined out and (ii) by inserting each term thereof which is double underlined, in each case in the place where such term appears therein.

(b)The Third Amended and Restated Guarantee and Collateral Agreement is hereby amended in accordance with Exhibit B hereto: (i) by deleting each term thereof which is lined out and (ii) by inserting each term thereof which is double underlined, in each case in the place where such term appears therein.

SECTION 1.Representations and Warranties. On and as of the date hereof, the Borrower hereby (i) confirms, reaffirms and restates that each of the representations and warranties set forth in Section 4 of the Credit Agreement are, after giving effect to this Amendment, true and correct in all material respects except to the extent that such representations and warranties expressly relate solely to a specific earlier date, and except for any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect,” or similar language, in which case the Borrower hereby confirms, reaffirms and restates that such representations and warranties are true and correct in all respects and (ii) represents and warrants that no Default or Event of Default shall have occurred and is continuing as of the Eighth Amendment Effective Date or would immediately result from this Amendment.

SECTION 2.Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions (the date on which such conditions are satisfied, the “Eighth Amendment Effective Date”):

(a)The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of Holdings, the Borrower, the Administrative Agent and the Required Lenders.

(3) The Administrative Agent shall have received all fees required to be paid to the Administrative Agent in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable to the Administrative Agent on or prior to the Eighth Amendment Effective Date.

(4) Each of the representations and warranties set forth in Section 4 of the Credit Agreement (as amended by this Amendment) shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the Eighth Amendment Effective Date as if made on such date, except to the extent that such representations and warranties expressly relate solely to a specific earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date and in all respects if any such representation and warranty is qualified by materiality).

(5)The Borrower shall have $500,000,000 of pari Incremental Revolving Commitments available on a pro forma basis.

SECTION 3.Continuing Effect; No Other Amendments or Consents.

(a) Except as expressly provided herein, all of the terms and provisions of the Existing Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Existing Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other provisions of the Existing Credit Agreement or the same subsection for any other date or time period. Upon the effectiveness of the amendments set forth herein, on and after the Eighth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

(b) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or any other Loan Document or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement, the Security Documents or the other Loan Documents or a novation of the Credit Agreement or any other Loan Document. The obligations outstanding under or of the Credit Agreement and instruments securing the same shall remain in full force and effect, except to any extent expressly modified hereby. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations and liabilities as a borrower, guarantor, grantor or pledgor under any of the Loan Documents.

(c) The Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.

SECTION 4.Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of one firm of counsel to the Administrative Agent in accordance with the terms in the Credit Agreement.

SECTION 5.Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent. As used herein, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

SECTION 6.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


			AVIS BUDGET HOLDINGS, LLC

			By:			/s/ David T. Calabria
						Name: David T. Calabria
						Title: Senior Vice President and Treasurer

			AVIS BUDGET CAR RENTAL, LLC

			By:			/s/ David T. Calabria
						Name: David T. Calabria
						Title: Senior Vice President and Treasurer


			JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

			By:			/s/ Robert P. Kellas
						Name: Robert P. Kellas
						Title: Executive Director


			BANK OF AMERICA, N.A., as a Lender

			By:			/s/ Eric Hill
						Name: Eric Hill
						Title: Director