What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-17 · 298 added, 328 removed, 1497 unchanged (29% of the section changed)

11 unchanged sentences

During the fiscal quarter to which this report relates, there has been 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.

During the fourth quarter of 2022, 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

27 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

17 unchanged sentences

See Exhibit Index commencing on page H-1 hereof.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

37 unchanged sentences

We have audited the accompanying consolidated balance sheets of Avis Budget Group, Inc.

and subsidiaries (the "Company") as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

30 unchanged sentences

• We assessed the reasonableness of the estimated residual values of risk vehicles by performing the following procedures on a selection of risk vehicles:

– We tested the underlying historical data that served as the basis for the Company’s calculation of the estimated residual values to evaluate that the inputs were reasonable.

– We tested the underlying historical data that served as the basis for the Company’s calculation of the estimated residual values to evaluate the reasonableness of the inputs.

– We tested the mathematical accuracy of the Company’s calculation of the estimated residual values and vehicle depreciation expense rates.

9 unchanged sentences

The required liability is subject to adjustment in the future based upon changes in claims experience, including changes in the number of incidents for which the Company is ultimately liable and changes in the cost per incident.

Given the volume of public liability and property damage claims in the United States and the subjectivity of estimating the related self-insurance reserves for reported claims not yet paid and claims incurred but not yet reported due to uncertain exposure and projected loss development, performing audit procedures to evaluate whether these self-insurance reserves were appropriately recorded as of December 31, 2021 required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists.

Given the volume of public liability and property damage claims in the United States and the subjectivity of estimating the related self-insurance reserves for reported claims not yet paid and claims incurred but not yet reported due to uncertain exposure and projected loss development, performing audit procedures to evaluate whether these self-insurance reserves were appropriately recorded as of December 31, 2022 required a significant degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

1 unchanged sentence

• We tested the effectiveness of controls over management’s review of significant assumptions, key inputs and methods used to calculate the estimate of the reported claims not yet paid and claims incurred but not yet reported.

• We tested the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were reasonable.

• We tested the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims, to test the reasonableness of the inputs to the actuarial estimate.

• With the assistance of our actuarial specialists, we developed an independent estimate of the self-insurance reserves, including assessment of loss data and claim development factors, and compared our estimate to management’s estimate.

2 unchanged sentences

– Evaluated the reasonableness of the assumptions used in management’s estimate by comparing prior-year assumptions of expected development and ultimate loss to actuals incurred during the current year to identify potential bias in the determination of these liabilities.

Goodwill - Europe, Middle East and Africa (“EMEA”) Reporting Unit - Refer to Notes 2 and 7 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the carrying value of each reporting unit to its fair value using the present value of expected future cash flows.

When determining fair value, the Company utilizes various assumptions, including, but not limited to, the discount rate and management’s projections of future cash flows, which include forecasts of future revenue and adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”).

A change in these underlying assumptions will cause a change in the results of the impairment test and, as such, could cause the fair value to be less than the respective carrying amount.

For the Company’s Europe, Middle East and Africa (“EMEA”) reporting unit, the percentage by which the estimated fair value exceeded the carrying value as of the annual impairment testing date was 10% and the amount of goodwill allocated to this reporting unit was $488 million.

Significant changes in events or conditions, including further impacts of the COVID-19 pandemic on the Company’s business and the travel industry, may impact the Company’s assumptions about future estimated cash flows and the discount rate.

Given the significant judgments and assumptions made by management to estimate the fair value of the EMEA reporting unit combined with the estimation uncertainty related to the timing and magnitude of economic recovery, auditing the fair value of the EMEA reporting unit required extensive audit effort and judgment, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future cash flows, specifically related to revenue and Adjusted EBITDA, and the selection of the discount rate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenue and Adjusted EBITDA and the selection of the discount rate used by management to estimate the fair value of the EMEA reporting unit included the following, among others:

• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the fair value calculation, forecasts of future revenue and Adjusted EBITDA, and the selection of the discount rate.

• With the assistance of fair value specialists, we evaluated the reasonableness of the valuation methodology and discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management.

• We evaluated the reasonableness of management’s revenue and Adjusted EBITDA forecasts by comparing the forecasts to:

– Historical revenue and Adjusted EBITDA.

– Internal communications to management and the Board of Directors.

– Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.

• We evaluated the reasonableness of management’s assumptions related to the severity of business disruption associated with the COVID-19 pandemic on the EMEA reporting unit and timing of economic recovery by:

– Comparing management’s analysis of the expected business disruption from the COVID-19 pandemic on the EMEA reporting unit to the business impacts previously observed.

– Comparing management’s analysis of the timing of economic recovery to external economic recovery and industry forecasts to evaluate contradictory evidence related to management’s assumptions regarding the expected impact of the COVID-19 business disruption and timing of recovery.

/s/ DELOITTE & TOUCHE LLP

18 unchanged sentences

Transaction-related costs, net 8 5 3

Other (income) expense, net ( 7 ) — —

Total expenses 8,358 7,605 6,358

25 unchanged sentences

Net unrealized holding gains (losses), net of tax of $( 20 ), $( 6 ), and $ 14 , respectively

18 ( 39 ) ( 20 )

Reclassification of cash flow hedges to earnings, net of tax of $( 2 ), $( 5 ), and $( 3 ), respectively

1 unchanged sentence

Pension and post-retirement benefits, net of tax of $( 4 ), $( 13 ), and $ 12 , respectively

39 ( 36 ) ( 20 )

Reclassification of pension and post-retirement benefits to earnings, net of tax of $( 2 ), $( 2 ), and $( 3 ), respectively

54 ( 30 ) ( 25 )

Total comprehensive income (loss) attributable to Avis Budget Group, Inc.

22 unchanged sentences

Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party 976 842

17,428 14,019

Total assets $ 25,927 $ 22,600

13 unchanged sentences

Other 408 244

16,971 13,876

Commitments and contingencies (Note 15)

5 unchanged sentences

Additional paid-in capital 6,666 6,676

Accumulated deficit ( 185 ) ( 1,470 )

Retained earnings (accumulated deficit) 2,579 ( 185 )

Accumulated other comprehensive loss ( 101 ) ( 133 )

44 unchanged sentences

Net cash provided by (used in) investing activities ( 4,299 ) ( 6,306 ) 3,177

Avis Budget Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions)

Year Ended December 31,

2022 2021 2020

Financing activities

7 unchanged sentences

Net cash provided by (used in) financing activities exclusive of vehicle programs ( 2,592 ) ( 1,699 ) 553

Avis Budget Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions)

Year Ended December 31,

2021 2020 2019

Vehicle programs:

5 unchanged sentences

Effect of changes in exchange rates on cash and cash equivalents, program and restricted cash

Net (decrease) increase in cash and cash equivalents, program and restricted cash ( 139 ) ( 135 ) 165

( 32 ) ( 11 ) 42

Net increase (decrease) in cash and cash equivalents, program and restricted cash 16 ( 139 ) ( 135 )

Cash and cash equivalents, program and restricted cash, beginning of period 626 765 900

7 unchanged sentences

(In millions)

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Stockholders’ Equity Attributable to Avis Budget Group, Inc.

Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Stockholders’ Equity Attributable to Avis Budget Group, Inc.

Non-controlling Interests Total Stockholders’ Equity

2 unchanged sentences

Cumulative effect of accounting change — — ( 1 ) — — ( 1 ) — ( 1 )

Comprehensive income:

Net income — — — 302 — — — — 302

Other comprehensive loss — — — — ( 25 ) — — ( 25 )

Total comprehensive income (loss) 302 ( 25 ) 277 — 277

Net activity related to restricted stock units — — ( 24 ) — — 0.4 46 22 22

Exercise of stock options — — ( 5 ) — — 0.1 5 — —

Activity related to employee stock purchase plan — — ( 1 ) — — — 1 — —

Repurchase of common stock — — — — — ( 2.2 ) ( 62 ) ( 62 ) ( 62 )

Balance at December 31, 2019 137.1 $ 1 $ 6,741 $ ( 785 ) $ ( 157 ) ( 63.2 ) $ ( 5,144 ) $ 656 $ — $ 656

Cumulative effect of accounting change — ( 1 ) — ( 1 ) ( 1 )

Comprehensive income:

Comprehensive loss:

Net loss — — — ( 684 ) — — — — — ( 684 )

5 unchanged sentences

Issuance of common stock — — ( 20 ) — — 0.4 35 15 — 15

Repurchase of common stock — — — — — ( 5.0 ) ( 113 ) ( 113 ) ( 113 )

Repurchases of common stock — — — — — ( 5.0 ) ( 113 ) ( 113 ) — ( 113 )

Balance at December 31, 2020 137.1 $ 1 $ 6,668 $ ( 1,470 ) $ ( 187 ) ( 67.3 ) $ ( 5,167 ) $ ( 155 ) $ — $ ( 155 )

Comprehensive income:

Net income (loss) — — — 1,285 — — — ( 2 ) 1,283

Net income — — — 1,285 — — — — ( 2 ) 1,283

Other comprehensive income — — — — 54 — — — — 54

Total comprehensive income (loss) 1,285 54 1,339 ( 2 ) 1,337

Total comprehensive income 1,285 54 1,339 ( 2 ) 1,337

Contributions from non-controlling interests — — 25 — — — — 25 13 38

Net activity related to restricted stock units — — ( 17 ) — — 0.4 31 14 — 14

Repurchase of common stock — — — — — ( 14.3 ) ( 1,443 ) ( 1,443 ) — ( 1,443 )

Repurchases of common stock — — — — — ( 14.3 ) ( 1,443 ) ( 1,443 ) — ( 1,443 )

Balance at December 31, 2021 137.1 $ 1 $ 6,676 $ ( 185 ) $ ( 133 ) ( 81.2 ) $ ( 6,579 ) $ ( 220 ) $ 11 $ ( 209 )

Comprehensive income:

Net income — — — 2,764 — — — 2,764 ( 8 ) 2,756

Other comprehensive income — — — — 32 — — 32 — 32

Total comprehensive income 2,764 32 2,796 ( 8 ) 2,788

Contributions from non-controlling interests — — 24 — — — — 24 — 24

Net activity related to restricted stock units — — ( 34 ) — — 0.3 ( 2 ) ( 36 ) — ( 36 )

Repurchases of common stock — — — — — ( 16.7 ) ( 3,267 ) ( 3,267 ) — ( 3,267 )

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

See Notes to Consolidated Financial Statements.

11 unchanged sentences

• 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.

We have completed the business acquisitions discussed in Note 6 to these Consolidated Financial Statements.

We have completed the business acquisitions discussed in Note 6 – Acquisitions to these Consolidated Financial Statements.

The operating results of the acquired businesses are included in the accompanying Consolidated Financial Statements from the dates of acquisition.

4 unchanged sentences

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.

Liquidity and Management’s Plans

The COVID-19 pandemic, which rapidly spread across the globe in 2020, resulted in an economic slowdown and significant disruptions in travel that had a negative impact on our business, specifically a significant decline in vehicle rental volumes.

During the year ended December 31, 2021, global travel restrictions were eased, leading to an increase in travel demand and an improvement in general economic conditions.

We believe the full extent of the ongoing impact of this virus on our long-term operational performance and liquidity will depend on future developments, including those outside of our control, such as the spread of new variants of the virus which may be resistant to currently approved vaccines and the implementation of new or continued travel restrictions.

In April 2020, we entered into an amendment (the “Amendment”) to our senior credit facilities, consisting of an approximate ly $ 1.2 billion term loan maturing in 2027 and a $ 1.8 billion revolving credit facility maturing in 2023, which remain in place after the Amendment.

The Amendment provided for relief from a quarterly-tested leverage covenant contained in the credit agreement governing the senior credit facilities until June 30, 2021, during which time additional restrictions and requirements were also imposed.

We subsequently further amended the credit agreement in February 2021 to permit refinancing of certain existing indebtedness and in July 2021 to remove the restrictions imposed in April 2020, increase the revolving credit facility to $ 1.95 billion and extend the maturity of the facility to 2026.

As a result, we have no meaningful corporate debt maturities until 2024.

Summary of Significant Accounting Policies

Principles of Consolidation

in which we have a direct or indirect controlling financial interest and variable interest entities for which we have determined we are the primary beneficiary.

We consolidate joint venture activities when we have more than a 50% 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.

The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of our and all entities in which we have a direct or indirect controlling financial interest and variable interest entities for which we have determined we are the primary beneficiary.

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.

Intercompany transactions have been eliminated in consolidation.

6 unchanged sentences

Other related products and mobility services include sales of collision and loss damage waivers under which a customer is relieved from financial responsibility arising from vehicle damage incurred during the rental;

products and services for driving convenience such as fuel service options, roadside safety net, electronic toll collection, tablet rentals, access to satellite radio, portable navigation units and child safety seat rentals;

products and services for driving convenience such as fuel service options, roadside safety net, electronic toll collection,

tablet rentals, access to satellite radio, portable navigation units and child safety seat rentals;

and rentals of other supplemental items including automobile towing equipment and other moving accessories and supplies.

11 unchanged sentences

Membership fees related to our car sharing business are generally nonrefundable, are deferred and recognized ratably over the period of membership.

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 approxima tely $ 127 million, $ 159 million and $ 144 million for the years ended December 31, 2021, 2020 and 2019, respectively.

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 $ 165 million, $ 127 million and $ 159 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The following table presents our revenues disaggregated by geography:

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Balance, December 31 $ 61 $ 50

At December 31, 2021 and 2020, $ 33 million and $ 17 million was included in accounts payable and other current liabilities, respectively, and $ 17 million and $ 17 million, respectively, in other non-current liabilities.

At December 31, 2022 and 2021, $ 15 million and $ 33 million was included in accounts payable and other current liabilities, respectively, and $ 46 million and $ 17 million in other non-current liabilities, respectively.

Non-current amounts are expected to be recognized as revenue within two to three years .

6 unchanged sentences

We consider highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Program cash primarily represents amounts specifically designated to purchase assets under

vehicle programs and/or to repay the related debt, as such we consider it a restricted cash equivalent.

Program cash primarily represents amounts specifically designated to purchase assets under vehicle programs and/or to repay the related debt, as such we consider it a restricted cash equivalent.

The following table provides a detail of cash and cash equivalents, program and restricted cash reported within the Consolidated Balance Sheets to the amounts shown in the Consolidated Statements of Cash Flows:

16 unchanged sentences

The software developed or obtained for internal use is amortized on a straight-line basis commencing when such software is ready for its intended use.

The net carrying value of software developed or obtained for internal use was $ 188 million and $ 265 million as of December 31, 2021 and 2020, respectively.

The net carrying value of software developed or obtained for internal use w as $ 174 million and $ 188 million as of December 31, 2022 and 2021, respectively.

Goodwill and Other Intangible Assets

10 unchanged sentences

This analysis is performed by comparing the respective carrying values of the assets to the undiscounted expected future cash flows to be generated from such assets.

Property and equipment is

evaluated separately at the lowest level of identifiable cash flows.

Property and equipment is evaluated separately at the lowest level of identifiable cash flows.

If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value.

8 unchanged sentences

We regularly evaluate estimated residual values and adjust depreciation rates as appropriate.

Differences between actual residual values and those estimated result in a gain or loss on disposal and are recorded as part of vehicle depreciation at the time of sale.

Differences between actual residual values and those estimated result in a gain or loss on disposal and are recorded as part of

vehicle depreciation at the time of sale.

Vehicle-related interest expense amounts are net of vehicle-related interest income of $ 1 million, $ 1 million and $ 12 million for 2022, 2021 and 2020, respectively.

Advertising Expenses

Advertising costs are generally expensed in the period incurred and are recorded within selling, general and administrative expense in our Consolidated Statements of Operations.

During 2021, 2020 and 2019, advertising costs were approxim ately $ 81 million, $ 54 million and $ 121 million, respectively.

Advertising and digital marketing costs are generally expensed in the period incurred and are recorded within selling, general and administrative expenses in our Consolidated Statements of Operations.

During 2022, 2021 and 2020, advertising costs were approximately $ 64 million, $ 81 million and $ 54 million, respectively.

In addition, during 2022, 2021 and 2020, digital marketing costs were approximately $ 71 million, $ 44 million and $ 37 million, respectively.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

12 unchanged sentences

The fair value of our financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market (Level 1 inputs).

cases where quoted market prices are not available, prices are derived by considering the yield of the benchmark security that was issued to initially price the instruments and adjusting this rate by the credit spread that market participants would demand for the instruments as of the measurement date (Level 2 inputs).

In some cases where quoted market prices are not available, prices are derived by considering the yield of the benchmark security that was issued to initially price the instruments and adjusting this rate by the credit spread that market participants would demand for the instruments as of the measurement date (Level 2 inputs).

In situations where long-term borrowings are part of a conduit facility backed by short-term floating rate debt, we have determined that its carrying value approximates the fair value of this debt (Level 2 inputs).

17 unchanged sentences

Self-Insurance Reserves

The Consolidated Balance Sheets inclu de $ 383 million and $ 396 million of liabilities associated with retained risks of liability to third parties as of December 31, 2021 and 2020, respectively.

The Consolidated Balance Sheets include $ 391 million and $ 383 million of liabilities associated with retained risks of liability to third parties as of December 31, 2022 and 2021, respectively.

Such liabilities relate primarily to public liability and third-party property damage claims, as well as claims arising from the sale of ancillary insurance products including, but not limited to, supplemental liability, personal effects protection and personal accident insurance.

3 unchanged sentences

These amounts are included within accounts payable and other current liabilities and other non-current liabilities.

The Consolidated Balance Sheets also include liabilities of approxim ately $ 48 million and $ 53 million as of December 31, 2021 and 2020, respectively, related to workers’ compensation, health and welfare and other employee benefit programs.

The Consolidated Balance Sheets also include liabilities of approximately $ 53 million and $ 48 million as of December 31, 2022 and 2021, respectively, related to workers’ compensation, health and welfare and other employee benefit programs.

The liabilities represent an estimate for both reported claims not yet paid and claims incurred but not yet reported, utilizing actuarial methodologies similar to those described above.

9 unchanged sentences

The risk-free interest rate is derived from the U.S.

Treasury yield curve in effect at the time of grant and, since we do not currently pay or plan to pay a dividend on our common stock, the expected dividend yield was zero.

Treasury yield curve in effect at the

time of grant and, since we do not currently pay or plan to pay a dividend on our common stock, the expected dividend yield was zero .

Business Combinations

10 unchanged sentences

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 our comparable expenses, 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.

We account for investments with controlling interest between 20% and 50% using the equity method of accounting and record our proportional share of net income or loss within operating expenses in the Consolidated Statements of Operations.

We account for investments for which we have the ability to exercise significant influence, but do not have a controlling interest, using the equity method of accounting and record our proportional share of net income or loss within operating expenses in the Consolidated Statements of Operations.

We assess equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

Any difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge if the loss in value is deemed other than temporary .

As of December 31, 2021 and 2020, we had investments with a carrying val ue of $ 72 million and $ 63 million, respectively, recorded within other non-current assets on the Consolidated Balance Sheets.

As of December 31, 2022 and 2021, we had investments with a carrying value of $ 77 million and $ 72 million, respectively, recorded within other non-current assets on the Consolidated Balance Sheets.

Aggregate realized gains and losses on equity investments and dividend income are recorded within operating expenses on the Consolidated Statements of Operations.

During 2021, 2020 and 2019, the

amounts realized from the sale of equity investments and dividend income was $ 10 million , $ 5 million and $ 10 million, respectively.

During 2022, 2021 and 2020, the amounts realized from the sale of equity investments and dividend income was $ 12 million, $ 10 million and $ 5 million, respectively.

See Note 17 – Related Party Transactions for our equity method investment in our former subsidiary.

We classify long-lived assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and the sale is probable and expected to be completed within one year.

1 unchanged sentence

When the divestiture represents a strategic shift that has, or will have, a major effect on our operations and financial results, the disposal is presented as a discontinued operation.

In February 2022, we completed the sale of our operations in the United States Virgin Islands for $ 13 million, for the right to operate the Avis brand.

During the year ended December 31, 2022, we recorded a gain of $ 2 million within restructuring and other related charges.

In December 2021, we entered into a stock purchase agreement with Spuigroep B.V.

to sell our operations in the Netherlands.

In March 2022, we completed the sale of our operations in the Netherlands for $ 15 million, subject to working capital adjustments, for the right to operate the Avis and Budget brands.

During the year ended December 31, 2022, we recorded a loss of $ 7 million, net of impact of foreign currency adjustments, within restructuring and other related charges.

The Netherlands operations are reported within our International reporting segment.

In May 2021, we completed the sale of our operation in Argentina to Urbiz S.A.

4 unchanged sentences

In addition, we paid severance to terminated employees of $ 2 million .

In December 2021, we entered into a stock purchase agreement with Spuigroep B.V.

to sell our operations in the Netherlands.

Upon completion of the sale, Spuigroep B.V.

will pay approximately $ 24 million.

At December 31, 2021, we had assets held for sale of $ 31 million recorded within non-current assets and liabilities held for sale of $ 9 million recorded within non-current liabilities.

The Netherlands operations are reported within our International reporting segment.

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 17 – Related Party Transactions for our VIE investment in our former subsidiary.

Nonmarketable Equity Securities

3 unchanged sentences

Any changes in value are recorded within operating expenses.

As of December 2020, we had investments in nonmarketable equity securities recorded within other non-current assets with a carrying value of $ 8 million .

We realized a $ 12 million gain from the sale of a nonmarketable equity security during the year ended December 31, 2019.

There were no material adjustments made to the carrying amounts of nonmarketable equity securities during the years ended December 31, 2021 and 2020.

As of December 31, 2021, the securities are marketable equity securities with a fair value of $ 7 million, which are recorded within other non-current assets.

Adoption of New Accounting Pronouncements

Simplifying the Accounting for Income Taxes

On January 1, 2021, as the result of a new accounting pronouncement, we adopted Accounting Standard Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions and improving the application of existing guidance.

The adoption of this accounting pronouncement did not have a material impact on our Consolidated Financial Statements.

Compensation—Retirement Benefits—Defined Benefit Plans

On January 1, 2021, as the result of a new accounting pronouncement, we adopted ASU 2018-14, “Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,” which adds, removes, and clarifies disclosure requirements related to defined benefit pension and other postretirement plans.

These changes are part of the Financial Accounting Standards Board (“FASB”) disclosure framework project, which the Board launched in 2014 to improve the effectiveness of disclosures in notes to financial statements.

The adoption of this accounting pronouncement did not have a material impact on our Consolidated Financial Statements.

As of December 31, 2022 and 2021, our nonmarketable equity securities within non-current assets on our Consolidated Balance sheets were not material and no material adjustments were made to the carrying values of these securities during the years ended December 31, 2022, 2021 or 2020.

Recently Issued Accounting Pronouncements

46 unchanged sentences

Total vehicle lease expense $ 170 $ 197 $ 231

(a) Primarily included in operating expenses and includes $( 2 ) million and $ 60 million of minimum annual guaranteed rent in excess of concession fees as defined in our rental concession agreement for the year ended December 31, 2021 and 2020, respectively.

(a) Primarily included in operating expenses and includes $( 9 ) million, $( 2 ) million and $ 60 million of minimum annual guaranteed rent in excess of concession fees as defined in our rental concession agreement for the years ended December 31, 2022, 2021 and 2020, respectively.

(b) Included in vehicle depreciation and lease charges, net.

34 unchanged sentences

Property operating leases $ 743 $ 639 $ 740

Vehicle operating leases 162 196 248

Vehicle finance leases 3 4 3

Vehicle operating leases 137 162 196

Cash payments for lease liabilities within financing activities:

Vehicle finance leases 181 193 294

Non-cash activities - increase (decrease) in ROU assets in exchange for lease liabilities:

Property operating leases (a)

Vehicle operating leases (a)

Non-cash activities - increase in ROU assets in exchange for lease liabilities:

Property operating leases 812 484 666

Vehicle finance leases 153 223 257

(a) For the year ended December 31, 2019, ROU assets obtained in exchange for lease liabilities since initial recognition.

Vehicle operating leases 161 115 111

Maturities of lease liabilities as of December 31, 2022 are as follows:

Property Operating Leases Vehicle Finance Leases Vehicle Operating Leases

Property Operating Leases Vehicle

Finance Leases Vehicle Operating Leases

Within 1 year $ 646 $ 44 $ 64

26 unchanged sentences

Restructuring

During second quarter 2022, we initiated a restructuring plan to focus on consolidating our global operations by designing new processes and implementing new systems (“Cost Optimization”).

As of December 31, 2022, we formally communicated and terminated employment of approximately 200 employees as part of this process.

We expect no further restructuring expense related to this initiative.

During the first quarter of 2021, we initiated a global restructuring plan to focus on cost discipline by reviewing headcounts, facilities and contractor agreements.

We are transforming our business as it prepares to exit the COVID-19 crisis by controlling fixed costs and matching variable costs to demand (“T21”).

As of December 31, 2021, we formally communicated the termination of employment to approximately 460 employees, as part of this process, and terminated approximately 455 of these employees.

We expect further restructuring expense of approximately $ 5 million related to this initiative in first quarter 2022.

During first quarter 2020, we initiated a global restructuring plan to reduce operating costs, such as headcount and facilities, due to declining reservations and revenue resulting from the COVID-19 outbreak (“2020 Optimization Plan”).

We transformed our business as we exited the COVID-19 crisis by controlling fixed costs and matching variable costs to demand (“T21”).

We expect no further restructuring expense related to this initiative.

During third quarter 2019, we initiated a restructuring plan to exit our operations in Brazil by closing rental facilities, disposing of assets and terminating personnel (“Brazil”).

We expect no further restructuring expense related to this initiative.

During third quarter 2019, we initiated a restructuring plan to exit our operations in Brazil by closing rental facilities, disposing of assets and terminating personnel (“Brazil”).

This initiative is complete.

During first quarter 2019, we initiated a restructuring plan to drive global efficiency by improving processes and consolidating functions, and to create new objectives and strategies for our truck rental operations in the U.S.

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This initiative is complete.

During first quarter 2018, we initiated a strategic restructuring plan to improve processes and reduce headcount in response to our new workforce planning technology that allows more effective management of staff levels (“Workforce planning”).

The costs associated with this initiative primarily represent severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in cash.

This initiative is complete.

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:

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Restructuring expense:

T19 24 — 31 55

Brazil 1 1 5 7

Restructuring payment/utilization:

T19 ( 21 ) — ( 30 ) ( 51 )

Brazil ( 1 ) — ( 5 ) ( 6 )

Workforce planning ( 1 ) — — ( 1 )

Balance as of December 31, 2019 3 1 2 6

Restructuring expense:

2020 Optimization 73 3 3 79

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Balance as of December 31, 2021 $ 7 $ 2 $ 1 $ 10

Restructuring expense:

Cost Optimization 9 — — 9

Brazil — — 1 1

Restructuring payment/utilization:

Cost Optimization ( 6 ) — ( 1 ) ( 7 )

T21 ( 8 ) ( 1 ) — ( 9 )

2020 Optimization ( 1 ) — — ( 1 )

Brazil — — ( 1 ) ( 1 )

T19 — ( 1 ) — ( 1 )

Balance as of December 31, 2022 $ 4 $ — $ — $ 4

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

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Restructuring expense:

2020 Optimization 31 48 79

Restructuring payment/utilization:

2020 Optimization ( 29 ) ( 42 ) ( 71 )

T19 ( 16 ) ( 4 ) ( 20 )

Brazil ( 6 ) — ( 6 )

Workforce planning — ( 1 ) ( 1 )

Balance as of December 31, 2020 3 6 9

Restructuring expense:

2020 Optimization Plan 31 48 79

T19 ( 2 ) — ( 2 )

Restructuring payment/utilization:

2020 Optimization Plan ( 29 ) ( 42 ) ( 71 )

T21 ( 4 ) ( 21 ) ( 25 )

2020 Optimization ( 2 ) ( 3 ) ( 5 )

T19 2 ( 1 ) 1

Balance as of December 31, 2021 2 8 10

Restructuring expense:

T19 ( 2 ) — ( 2 )

Cost Optimization 2 7 9

Restructuring payment/utilization:

Cost Optimization ( 2 ) ( 5 ) ( 7 )

T21 ( 2 ) ( 7 ) ( 9 )

2020 Optimization Plan ( 2 ) ( 3 ) ( 5 )

2020 Optimization — ( 1 ) ( 1 )

Brazil ( 1 ) — ( 1 )

T19 — ( 1 ) ( 1 )

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During the year ended December 31, 2021, we recorded other related charges of approximately $ 17 million in connection with the LVOP.

As of December 31, 2021, approximately 130 employees elected to participate in the plan and the majority of the participants have been terminated.

As of December 31, 2021, approximately 130 employees elected to participate in the plan and the participants have been terminated.

During 2020, we offered a voluntary termination program to certain employees in field operations, shared services, and general and administrative functions for a limited time.

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Officer Separation Costs

In April 2022, we announced the departure of Veresh Sita as Executive Vice President and Chief Digital and Innovation Officer effective May 13, 2022.

In connection with Mr.

Sita’s separation, we recorded other related charges of approximately $ 1 million, inclusive of accelerated stock-based compensation expense, for the year ended December 31, 2022.

In August 2020, we announced the resignation of John F.

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In connection with Mr.

North’s departure, we recorded other related charges of approximately $ 5 million, inclusive of accelerated stock-based compensation expense for the year ended

December 31, 2020.

North’s departure, we recorded other related charges of approximately $ 5 million, inclusive of accelerated stock-based compensation expense for the year ended December 31, 2020.

In March 2020, we announced the departure of Michael K.

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Tucker’s separation, we recorded other related charges of approximately $ 2 million for the year ended December 31, 2020.

In May 2019, we announced the resignation of Larry D.

De Shon as our President and Chief Executive Officer.

De Shon continued to serve in his role until a successor had been named and was employed by us through December 31, 2019.

In connection with Mr.

De Shon’s departure, we recorded other related charges of approximately $ 1 million for consulting fees and $ 14 million, inclusive of accelerated stock-based compensation expense, for the years ended December 31, 2020 and 2019, respectively.

In March 2019, we announced the resignation of Mark J.

Servodidio as our President, International effective June 14, 2019.

In connection with Mr.

Servodidio’s departure, we recorded other related charges of approximately $ 4 million, inclusive of accelerated stock-based compensation expense.

Avis and Budget Licensees

During 2021, we completed the acquisitions of various licensees in Europe and North America, for approximately $ 23 million, plus $ 22 million for acquired fleet.

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In connection with these acquisitions, approximately $ 28 million was recorded to other intangibles related to franchise agreements.

The license agreements are being amortized over a weighted average useful life of approxima tely one year .

The fair value of the assets acquired and liabilities assumed has not yet been finalized and is therefore subject to change.

The licens e agreements are being amortized over a weighted average useful life of approximately one year .

Differences between the preliminary allocation of purchase price and the final allocation were not material.

During 2020, we completed the acquisitions of various licensees in North America and Europe, for approximately $ 28 million, plus $ 22 million for acquired fleet.

These investments were in-line with our strategy to re-acquire licensees when advantageous to expand our footprint of Company-operated locations.

The acquired fleet was financed under our existing financing arrangements.

The acquired fleet was financed under our existing arrangements.

In connection with these acquisitions, approximately $ 28 million was recorded in other intangibles related to license agreements.

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Differences between the preliminary allocation of purchase price and the final allocation were not material for Avis and Budget Licensees.

During 2019, we completed the acquisitions of various licensees, primarily in North America, for approximately $ 55 million, plus $ 27 million for acquired fleet, of which $ 74 million was paid in 2019 and the remaining purchase price was primarily paid in 2020.

These investments were in-line with our strategy to re-acquire licensees when advantageous to expand our footprint of Company-operated locations.

The acquired fleet was financed under our existing financing arrangements.

The excess of the purchase price over preliminary fair value of net assets acquired was allocated to goodwill, which was assigned to our Americas reportable segment.

In connection with these acquisitions, approximately $ 21 million was recorded in goodwill, other intangibles of $ 24 million related to license agreements and $ 7 million related to customer relationships.

The license agreements and customer relationships are being amortized over a weighted average useful life of approximately three years .

The goodwill is expected to be deductible for tax purposes.

Differences between the preliminary allocation of purchase price and the final allocation were not material for Avis and Budget Licensees.

Intangible Assets

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Total $ 44 $ 67 $ 65

Based on our amortizable intangible assets at December 31, 2021, we expect related amortization expens e of approximately $ 47 million for 2022, $ 28 million for 2023, $ 23 million for 2024, $ 16 million for 2025 and $ 15 million for 2026 excludin g effects of currency exchange rates.

Based on our amortizable intangible assets at December 31, 2022, we expect related amortization expens e of approximately $ 27 million for 2023, $ 22 million for 2024, $ 16 million for 2025, $ 15 million for 2026 and $ 12 million for 2027 excluding effects of currency exchange rates.

The carrying amounts of goodwill and related changes are as follows:

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Accumulated depreciation ( 2,211 ) ( 1,911 )

15,608 12,701

Vehicles held for sale 317 165

Vehicles, net investment in lease (a)

Vehicles, net $ 15,961 $ 12,866

(a) See Note 17 – Related Party Transactions

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

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Provision for (benefit from) income taxes $ 880 $ 425 $ ( 272 )

Pretax income (loss) for domestic and foreign oper ations consists of the following:

Income (loss) before income taxes is comprised of the following:

Year Ended December 31,

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Foreign 522 179 ( 366 )

Pretax income (loss) $ 1,708 $ ( 956 ) $ 287

Deferred income tax assets and liabilities are comprised of the following:

Income (loss) before income taxes

$ 3,636 $ 1,708 $ ( 956 )

Deferred income tax assets, net is comprised of the following:

As of December 31,

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(a) T he valuation allowance of $ 101 million at December 31, 2022 relates to tax loss carryforwards and certain deferred tax assets of $ 97 million and $ 4 million, respectively.

The valuation allowance will be reduced when and if we determine it is more likely than not that the related deferred income tax as sets will be realized.

The valuation allowance of $ 167 million at December 31, 2021 relates to tax loss carryforwards and certain deferred tax assets of $ 163 million and $ 4 million, respectively.

The valuation allowance will be reduced when and if we determine it is more likely than not that the related deferred income tax assets will be realized.

The decrease in valuation allowance as compared to the year ended December 31, 2020 relates to the expiration of certain federal net operating loss carryforwards for which the deferred income tax asset was not more likely than not to be realized.

As of December 31, 2021, the net operating loss deferred tax asset and corresponding valuation allowance were reduced.

The valuation allowances will be reduced when and if we determine it is more likely than not that the related deferred income tax assets will be realized.

The decrease in valuation allowance as compared to the year ended December 31, 2021 is primarily related to a release of valuation allowance for certain state net operating losses.

Deferred income tax assets and liabilities related to vehicle programs are comprised of the following:

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Such net operating loss carryforwards are primarily related to accelerated depreciation of our U.S.

Currently, we do not record valuation allowances on

the majority of our U.S.

Currently, we do not record valuation allowances on the majority of our U.S.

federal tax loss carryforwards as there are adequate deferred tax liabilities that could be realized within the carryforward period.

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Settlements ( 5 ) — ( 3 )

Statute of limitations — — ( 1 )

Foreign currency translation ( 2 ) ( 3 ) 3

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In significant foreign jurisdictions, the 2012 through 2021 tax years generally remain subject to examination by their respective tax authorities.

Substantially all of the gross amount of the unrecognized tax benefits at December 31, 2021, 2020 and 2019, if recognized, would affect our provision for, or benefit from, income taxes.

Substantially all of the gross amount of the unrecognized tax benefits at December 31, 2022, 2021 and 2020, if recognized, would affect our provision for (benefit from) income taxes.

As of December 31, 2022, our unrecognized tax benefits were offset by tax loss carryforwards and other deferred tax assets in the amount of $ 24 million.

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(a) Pursuant to the agreements governing the disposition of certain subsidiaries in 2006, we are entitled to indemnification for certain predisposition tax contingencies.

As of December 31, 2021 and 2020, $ 13 million, respectively, of unrecognized tax benefits are related to tax contingencies for which we believe it is entitled to indemnification.

As of December 31, 2022 and 2021, $ 13 million, in each period, of unrecognized tax benefits are related to tax contingencies for which we believe we are entitled to indemnification.

(b) We recognize potential interest related to unrecognized tax benefits within interest expense related to corporate debt, net on the accompanying Consolidated Statements of Operations.

Penalties incurred during the years ended December 31, 2021, 2020 and 2019, were not significant and were recognized as a component of the provision for income taxes .

Penalties incurred during the years ended December 31, 2022, 2021 and 2020, were not significant and were recognized as a component of the provision for (benefit from) income taxes .

Other Current Assets

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As of December 31,

Sales and use taxes $ 238 $ 147

Prepaid expenses $ 252 $ 205

Sales and use taxes 142 238

Other current assets $ 506 $ 538

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Depreciation and amortization expense relating to property and equipment during 2022, 2021 and 2020 was $ 181 million, $ 205 million and $ 218 million, respectively (including $ 115 million, $ 105 million and $ 113 million, respectively, of amortization expense relating to capitalized software).

At December 31, 2021, we had payables related to property and equipment included in accounts payable and other current liabilities and in other non-current liabilities o f $ 20 million and $ 2 million, resp ectively.

At December 31, 2022, we had payables related to property and equipment included in accounts payable and other current liabilities and in other non-current liabilities of $ 19 million and $ 1 million, respectively.

Accounts Payable and Other Current Liabilities

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Accounts payable 466 407

Accrued sales and use taxes 313 215

Accrued advertising and marketing 268 218

Accrued sales and use taxes 246 313

Accrued payroll and related 205 193

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Date As of December 31,

6.375 % Senior Notes

April 2024 $ — $ 350

4.125 % euro-denominated Senior Notes

November 2024 $ 321 $ 341

5.250 % Senior Notes

March 2025 — 375

4.500 % euro-denominated Senior Notes

May 2025 268 284

10.500 % Senior Secured Notes

May 2025 — 487

4.750 % euro-denominated Senior Notes

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August 2027 1,176 1,187

Floating Rate Term Loan (a)

March 2029 725 —

Deferred financing fees ( 44 ) ( 48 )

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Floating Rate Term Loan due 2029.

In March 2022, we entered into a $ 750 million Floating Rate Term Loan due March 2029, at a price of 97 % of the aggregate principal amount, with interest paid monthly.

The Term Loan bears interest at one-month Secured Overnight Financing Rate (“SOFR”) plus 350 basis points for an aggregate rate of 7.92 %.

Floating Rate Term Loan due 2027.

In February 2020, we amended our Floating Rate Term Loan and extended its maturity term to 2027.

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however, we entered into an interest rate swap to hedge $ 700 million of our interest rate exposure related to the floating rate term loan at an aggregate rate of 4.75 %.

6.375 % Senior Notes due 2024 .

In March 2016, we issued $ 350 million of 6.375 % Senior Notes due 2024

at par, with interest payable semi-annually.

We have the right to redeem these notes in whole or in part at any time on or after April 1, 2019 at specified redemption prices plus accrued interest.

In May 2016, we used the net proceeds from the offering to redeem $ 300 million principal amount of our previous 4.875 % Senior Notes and for general corporate purposes.

4.125 % euro-denominated Senior Notes due 2024.

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In October 2016, we used the net proceeds from the offering primarily to redeem € 275 million of our outstanding 6.000 % euro-denominated Senior Notes due 2021.

5.250 % Senior Notes due 2025.

In March 2015, we issued $ 375 million of 5.250 % Senior Notes due 2025 at par, with interest payable semi-annually.

We have the right to redeem these notes in whole or in part at any time on or after March 15, 2020 at specified redemption prices plus accrued interest.

In April 2015, we used net proceeds from the offering to redeem the remaining $ 223 million principal amount of our 9.750 % Senior Notes and to partially fund the acquisition of Maggiore.

In September 2021, we redeemed our 5.250 % Senior Notes due March 2025 with an aggregate outstanding balance of $ 235 million for $ 239 million plus accrued interest.

4.500 % euro-denominated Senior Notes due 2025.

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In October 2018, we issued € 350 million of 4.750 % euro-denominated Senior Notes due 2026, at par, with interest payable semi-annually.

We have the right to redeem these notes in whole or in part on or after September 30, 2021 at specified redemption prices plus accrued interest.

We have the right to redeem these notes in whole or in part on or after September 30, 2021 at specified redemption prices plus

accrued interest.

In October 2018, we used the net proceeds from the offering to redeem our 5.125 % Senior Notes due June 2022 for $ 410 million plus accrued interest.

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We used the proceeds from this offering to redeem the outstanding $ 100 million in aggregate principal amount of our 5.500 % Senior Notes due 2023, with the remainder being used for general corporate purposes.

10.500 % Senior Secured Notes due 2025.

In May 2020, we issued $ 500 million of 10.500 % Senior Secured Notes due May 2025, at 97 % of face value, with interest payable semi-annually.

We have the right to redeem these notes in whole or in part prior to May 15, 2022 at a redemption price equal to 100 % of principal amount plus accrued interest and a make-whole premium.

We have the right to redeem these notes in whole or in part on or after May 15, 2022 at specified redemption prices plus accrued interest.

The notes are guaranteed on a senior unsecured basis by us and on a senior secured basis by certain of our subsidiaries.

We used the proceeds from this offering for general corporate purposes.

4.750 % Senior Notes due 2028.

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In March 2021, we issued $ 600 million of 5.375 % Senior Notes due March 2029, at par, with interest paid semiannually.

We have the right to redeem these notes in whole or in part at

any time on or after March 1, 2024 at specified redemption prices plus accrued interest.

We have the right to redeem these notes in whole or in part at any time on or after March 1, 2024 at specified redemption prices plus accrued interest.

Net proceeds, together with cash on hand, were used to redeem all of the outstanding 10.500 % Senior Secured Notes due 2025 for $ 599 million plus accrued interest.

In connection with the debt amendments and repayments for the years ended December 31, 2021, 2020 and 2019, we record ed $ 136 million , $ 9 million and $ 12 million in early extinguishment of debt costs, respectively.

In connection with the debt amendments and repayments for the years ended December 31, 2021 and 2020, we record ed $ 136 million and $ 9 million in early extinguishment of debt costs, respectively.

The 5.750 % Senior Notes, the 4.750 % Senior Notes and the 5.375 % Senior Notes are senior unsecured obligations of our Avis Budget Car Rental, LLC (“ABCR”) subsidiary, are guaranteed by us and certain of our domestic subsidiaries and rank equally in right of payment with all of our existing and future senior unsecured indebtedness.

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(a) The senior revolving credit facility bears interest at one-month LIBOR plus 175 basis points 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, and liens on substantially all of our intellectual property and certain other real and personal property.

In July 2021, we amended the credit agreement to increase the revolving credit facility to $ 1.95 billion and extend the maturity of the facility to 2026.

Debt Covenants

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$ 11,322 $ 8,889

Americas – Debt borrowings (a)

International – Debt borrowings (a)

Americas – Debt borrowings 598 612

International – Debt borrowings 1,700 1,757

International – Finance leases 176 177

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Total $ 13,809 $ 11,390

(a) Increase reflects additional borrowings principally to fund increases in our global rental fleet.

(a) Increase reflects additional borrowings principally to fund increases in our rental fleet.

(b) Deferred financing fees related to Debt due to Avis Budget Rental Car Funding as of December 31, 2022 and 2021 were $ 47 million and $ 41 million, respectively.

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We also have an asset within Assets under vehicle programs on our Consolidated Balance Sheets which represents securities issued to us by Avis Budget Rental Car Funding.

AESOP Leasing is consolidated, as we are the “primary beneficiary” of AESOP Leasing;

AESOP Leasing is

consolidated, as we are the “primary beneficiary” of AESOP Leasing;

as a result, the vehicles purchased by AESOP Leasing remain on our Consolidated Balance Sheets.

We determined we are the primary beneficiary of AESOP Leasing, as we have the ability to direct its activities, an obligation to absorb a majority of its expected losses and the right to receive the benefits of AESOP Leasing’s activities.

AESOP Leasing’s vehicles and related assets, which as of December 31, 2021, appro ximate $ 10.5 billion an d some of which are subject to manufacturer repurchase and guaranteed depreciation agreements, collateralize the debt issued by Avis Budget Rental Car Funding.

AESOP Leasing’s vehicles and related assets, which as of December 31, 2022, appro xim ate $ 13.2 billion and some of which are subject to manufacturer repurchase and guaranteed depreciation agreements, collateralize the debt issued by Avis Budget Rental Car Funding.

The assets and liabilities of AESOP Leasing are presented on our Consolidated Balance Sheets within Assets under vehicle programs and Liabilities under vehicle programs, respectively.

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The business activities of Avis Budget Rental Car Funding are limited primarily to issuing indebtedness and using the proceeds thereof to make loans to AESOP Leasing for the purpose of acquiring or financing the acquisition of vehicles to be leased to our rental car subsidiaries and pledging its assets to secure the indebtedness.

Because Avis Budget Rental Car Funding is not consolidated by us, its results of operations

and cash flows are not reflected within our financial statements.

In January 2020 and August 2020, AESOP issued approximately $ 700 million in asset-backed notes with an expected final payment date of August 2025 and issued approximately $ 650 million in asset-backed notes with an expected final payment date of February 2026, respectively.

Because Avis Budget Rental Car Funding is not consolidated by us, its results of operations and cash flows are not reflected within our financial statements.

In May 2021, AESOP issued $ 800 million of asset-backed notes with an expected final payment date of August 2026.

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In November 2021, AESOP issued $ 650 million of asset-backed notes with an expected final payment date of February 2027.

In April 2022, AESOP issued $ 660 million of asset-backed notes to investors with an expected final payment date of August 2027.

In May 2022, AESOP issued $ 87 million, $ 68 million and $ 55 million of asset-backed notes with expected final payment dates of March 2025, March 2023 and September 2023, respectively.

In June 2022, AESOP entered into $ 800 million of variable funding asset-backed notes to investors with a final payment date of September 2022.

In July 2022, AESOP issued $ 389 million and $ 374 million of asset-backed notes to investors with expected final payment dates of February 2026 and February 2028, respectively.

Following this issuance, amounts available under our $ 800 million variable funding asset-backed notes supplement entered into during June 2022 were reduced to zero .

In November 2022, AESOP issued $ 500 million of asset-backed notes to investors with an expected final payment date of April 2026.

We used the proceeds from these borrowings to fund the repayment of maturing vehicle-backed debt and the acquisition of rental cars in the United States.

Borrowings under the Avis Budget Rental Car Funding program primarily represent fixed rate notes and had a weighted average interest rate o f 2.66 % and 3.17 % as of December 31, 2021 and 2020 respectively.

Debt borrowings .We finance the acquisition of vehicles used in our Canadian rental operations through a consolidated, bankruptcy remote special-purpose entity, which issues privately placed notes to investors and bank-sponsored conduits.

Borrowings under the Avis Budget Rental Car Funding program primarily represent fixed rate notes and had a weighted average interest rate of 4.07 % and 2.66 % as of December 31, 2022 and 2021 respectively.

Debt borrowings .

We finance the acquisition of vehicles used in our Canadian rental operations through a consolidated, bankruptcy remote special-purpose entity, which issues privately placed notes to investors and bank-sponsored conduits.

We finance the acquisition of fleet for our truck rental operations in the United States through a combination of debt facilities and leases.

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Debt borrowings .

In 2013, we entered into a three-year , € 500 million European rental fleet securitization program, which is used to finance fleet purchases for certain of our European operations.

Since 2013, we increased its capacity to € 1.7 billion, and extended the securitization maturity to 2024.

We finance the acquisition of vehicles used in our International rental car operations through this and other consolidated, bankruptcy remote special-purpose entities, which issue privately placed notes to banks and bank-sponsored conduits.

In EMEA we operate a € 1.7 billion European rental fleet securitization program, with maturity in 2024, which is used to finance fleet purchases for certain of our European operations.

The International borrowings primarily represent floating rate notes and had a weighted average interest rate of 3.92 % and 1.66 % as of December 31, 2022 and 2021, respectively.

1 unchanged sentence

We obtain a portion of our International vehicles under finance lease arrangements.

For the years ended December 31, 2021 and 2020, the weighted average interest rate on these borrowing s was 1.25 % and 1.16 % respectively.

For the years ended December 31, 2022 and 2021, the weighted average interest rate on these borrowings was 1.82 % and 1.25 % respectively.

All finance leases are on a fixed repayment basis and interest rates are fixed at the contract date.

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

(b) Includ es $ 0.7 billion of bank and bank-sponsored facilities.

(b) Includes $ 0.4 billion of bank and bank-sponsored facilities.

(d) Includes $ 1.3 billion of bank and bank-sponsored facilities.

Committed Credit Facilities And Available Funding Arrangements

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International – Finance leases 208 176 32

Other 65 65 —

Total $ 15,792 $ 13,861 $ 1,931

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Contingencies

In 2006, we completed the spin-offs of our Realogy and Wyndham subsidiaries.

In 2006, we completed the spin-offs of our Realogy (formally Realogy, now Anywhere Real Estate Inc.) and Wyndham subsidiaries.

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 Realogy and Wyndham each have agreed to assume responsibility for these liabilities.

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We are entitled to indemnification from such entities for any liability resulting from such litigation.

In February 2017, following state court trials in Georgia, we were found liable for damages in two cases brought by plaintiffs who were injured in a vehicle accident allegedly caused by an employee of our independent contractor who was acting outside of the scope of employment.

In fourth quarter 2019, we appealed both verdicts resulting in a reversal of the opinions rendered.

The Georgia Supreme Court granted the plaintiffs’ application to review the appellate court’s reversal of the judgments entered at the trial court.

The Georgia Supreme Court heard oral arguments in December 2020, and on May 3, 2021 issued a decision affirming the appellate court’s judgements.

Following the issuance of this decision, plaintiffs filed motions for reconsideration, which were denied in June 2021.

We have reversed a previously recognized liability related to these cases, net of recoverable insurance proceeds, of approximately $ 12 million within operating expenses.

In November 2011, Jose Mendez v.

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Plaintiff’s motion for class certification was approved by the Court in November 2017.

The parties are currently engaged in settlement discussions.

We have been named as a defendant in other purported consumer class action law suits, including a class action filed against us in Florida seeking damages in connection with a breach of contract claim and two purported class action suits filed against us in New Jersey, one related to fines and fees charged to car renters by us for violations incurred during the course of

their rental and another related to ancillary charges at our Payless subsidiary.

In the Florida lawsuit, a motion for preliminary approval of a proposed settlement has been filed with the Court.

The parties have entered into a settlement agreement and the Court has entered an order preliminarily approving the settlement.

In the Florida lawsuit, the Court has entered an order preliminarily approving a proposed settlement.

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.

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Commitments to Purchase Vehicles

We maintain agreements with vehicle manufacturers under which we have agreed to purchase approximately $ 5.9 billion of vehicles from manufacturers over the next 12 months, a $ 2.8 billion decrease compared to December 31, 2020, financed primarily through the issuance of vehicle-backed debt and cash received upon the disposition of vehicles.

We maintain agreements with vehicle manufacturers under which we have agreed to purchase approximately $ 6.7 billion of vehicles from manufacturers over the next 12 months, a $ 0.8 billion increase compared to December 31, 2021, 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.

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Concentrations

Concentrations of credit risk at December 31, 2021, include (i) risks related to our repurchase and guaranteed depreciation agreements with domestic and foreign car manufacturers, including Ford, Fiat Chrysler and General Motors, and primarily with respect to receivables for program cars that have been disposed, but for which we have not yet received payment from the manufacturers and (ii) risks related to Realogy and Wyndham, including receivable s of $ 26 million and $ 15 million, respectively, related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition.

Concentrations of credit risk at December 31, 2022, 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 $ 27 million and $ 16 million, respectively, related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition.

Asset Retirement Obligations

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Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets, businesses or activities, (ii) leases of real estate, (iii) licensing of trademarks, (iv) access to credit facilities and use of derivatives and (v) issuances of debt or equity securities.

The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees under licensing agreements, (iv) financial institutions in credit facility arrangements and

derivative contracts and (v) underwriters and placement agents in debt or equity security issuances.

While some of these guarantees extend only for the duration of the underlying agreement, many may survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations).

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Share Repurchases

Our Board of Directors has authorized the repurchase of up to approximately $ 4.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded, most recently in November 2021.

As of December 31, 2022, our Board of Directors authorized the repurchase of up to approximately $ 7.1 billion of our common stock under a plan originally approved in 2013 and subsequently expanded.

During 2022, 2021 and 2020, we repurchased approximately 36 million shares of common stock at a cost of approximately $ 4.8 billion under the program.

As of December 31, 2022, approximately $ 691 million of authorization remained available to repurchase common stock under this plan.

In June 2019, as part of our share repurchase program, we entered into a structured repurchase agreement involving the use of capped call options for the purchase of our common stock.

We paid a fixed sum upon the execution of the agreement in exchange for the right to receive either a pre-determined amount of cash or stock.

We paid net premiums of $ 16 million to enter into this agreement, which was recorded as a reduction of additional paid in capital.

In September 2019, the capped call options expired and all outstanding options settled for 0.6 million shares.

Share Issuances

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Accumulated Other Comprehensive Income (Loss)

Balance, December 31, 2018 $ ( 3 ) $ 2 $ ( 132 ) $ ( 133 )

Cumulative effect of accounting change — 1 — 1

Balance, January 1, 2020 $ 9 $ ( 20 ) $ ( 146 ) $ ( 157 )

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All components of accumulated other comprehensive income (loss) are net of tax, except currency translation adjustments, which exclude income taxes related to indefinite investments in foreign subsidiaries (see Note 9 – Income Taxes for impacts of the Tax Act) and include a $ 114 million gain, net of tax, related to our hedge of our investment in euro-denominated foreign operations (See Note 20 – Financial Instruments).

(a) For the years ended December 31, 2021 and 2020, the amount reclassified from accumulated other comprehensive income (loss) into restructuring and other related charges.

(a) For the years ended December 31, 2021 and 2020, the amounts were reclassified from accumulated other comprehensive income (loss) into restructuring and other related charges.

(b) For the years ended December 31, 2022, 2021 and 2020, the amounts reclassified from accumulated other comprehensive income (loss) into corporate interest expense were $ 9 million ($ 7 million, net of tax), $ 17 million ($ 12 million, net of tax) and $ 9 million ($ 6 million, net of tax), respectively.

For the year ended December 31, 2021 and 2020, the amounts reclassified from accumulated other comprehensive income (loss) into vehicle interest expense were $ 2 million ($ 2 million, net of tax) and $ 2 million ($ 2 million, net of tax).

For the years ended December 31, 2021 and 2020, the amounts reclassified from accumulated other comprehensive income (loss) into vehicle interest expense were $ 2 million ($ 2 million, net of tax).

(c) For the years ended December 31, 2022, 2021 and 2020, amounts reclassified from accumulated other comprehensive income (loss) into selling, general and administrative expenses were $ 5 million ($ 3 million, net of tax), $ 9 million ($ 7 million, net of tax) and $ 9 million ($ 6 million, net of tax), respectively.

Related Party Transactions

In August 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

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.

As a result, we deconsolidated our former subsidiary, Avis Mobility Ventures LLC (“AMV”), from our financial statements and now record our proportional share of the former subsidiary’s income or loss within other (income) expense, net in our Consolidated Statements of Operations 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.

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.

Upon deconsolidation, our former subsidiary had a net asset carrying amount of $ 49 million resulting in a gain of $ 10 million, which is reported within other (income) expense, net during the year ended December 31, 2022.

We provide vehicles and related fleet services to AMV, as well as certain administrative services to support their operations.

For the year ended December 31, 2022, we recognized $ 7 million of income related to

these services within other (income) expense, net.

At December 31, 2022, we had receivables from AMV of $ 6 million and a net investment in vehicle finance leases of $ 36 million.

The carrying amount of our equity investment was approximately $ 49 million at December 31, 2022 and is recorded within other non-current assets in our Consolidated Balance Sheet.

For the year ended December 31, 2022, we recorded losses of $ 10 million within other (income) expense, net related to our equity investment.

SRS Investment Management LLC

On December 23, 2022, we also entered into an amended and restated cooperation agreement with SRS Investment Management LLC and certain of its affiliates.

Stock-Based Compensation

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Outstanding at January 1, 2022 886 $ 35.40

( 254 ) 34.24

Forfeited ( 40 ) 49.75

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(b) The total fair value of RSUs vested during 2022, 2021 and 2020 was $ 22 million, $ 17 million and $ 19 million, respectively.

(c) Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted t o $ 31 million a nd will be recognized over a weighted average vesting period o f 1.1 yea rs.

(c) Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to $ 49 million and will be recognized over a weighted average vesting period of 1.0 year.

Non-employee Directors Deferred Compensation Plan

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Net periodic (benefit) cost $ ( 11 ) $ ( 8 ) $ —

(a) For the year ended December 31, 2021, $ 4 million and $ 2 million were included in operating expenses and selling, general and administrative expenses, respectively.

For the year ended December 31, 2020 and 2019, $ 4 million and $ 1 million were included in operating expenses and selling, general and administrative expenses, in each period.

(a) For the years ended December 31, 2022, 2021, and 2020, $ 4 million was included in operating expenses, in each period, and $ 1 million, $ 2 million and $ 1 million was included in selling, general and administrative expenses, respectively.

(b) Included in selling, general and administrative expenses.

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Currency translation adjustment

( 51 ) ( 12 )

Net benefits paid ( 28 ) ( 31 )

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Non-current liabilities ( 93 ) ( 154 )

( 154 ) ( 207 )

Net funded status $ ( 61 ) $ ( 109 )

$ ( 109 ) $ ( 204 )

The following assumptions were used to determine pension obligations and pension costs for the principal plans in which our employees participated:

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Long-term rate of return on plan assets 4.39 % 3.71 % 3.80 %

To select discount rates for our defined benefit pension plans, we use a modeling process that involves matching the expected cash outflows of such plans, to yield curves constructed from portfolios of AA-rated

fixed-income debt instruments.

We use the average yields of the hypothetical portfolios as a discount rate benchmark.

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plans, respectively, used to determine pension obligations and pension costs, are long-term rates based on historic plan asset returns in individual jurisdictions, over varying long-term periods combined with current market expectations and broad asset mix considerations.

As of December 31, 2021 and 2020, plans with projected benefit obligations in excess of plan assets had projected benefit obligations o f $ 453 million and $ 518 million , respectively, and plan assets of $ 297 million and $ 307 million, respectively .

As of December 31, 2021 and 2020, plans with accumulated benefit obligations in excess of plan assets had accumulated benefit obligations o f $ 453 million and $ 509 million, respectively, and plan assets of $ 303 million and $ 307 million, respectively.

As of December 31, 2022 and 2021, plans with projected benefit obligations in excess of plan assets had projected benefit obligations of $ 332 million and $ 453 million, respectively, and plan assets of $ 235 million and $ 297 million, respectively.

As of December 31, 2022 and 2021, plans with accumulated benefit obligations in excess of plan assets had accumulated benefit obligations of $ 329 million and $ 453 million, respectively, and plan assets of $ 235 million and $ 303 million, respectively.

The accumulated benefit obligation for all plans was $ 571 million and $ 872 million as of December 31, 2022 and 2021, respectively.

We expect to contribute approximately $ 1 million to the U.S.

plans and $ 4 million to the non-U.S.

plans in 2022.

We expect to contribute approximately $ 1 million to the plans in 2023.

Our defined benefit pension plans’ assets are invested primarily in mutual funds and may change in value due to various risks, such as interest rate and credit risk and overall market volatility.

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The pension plans’ assets are managed in the long-term interests of the participants and the beneficiaries of the plans.

A suitable strategic asset allocation benchmark is determined for each plan to maintain a diversified portfolio, taking into account government requirements, if any, regarding unnecessary investment risk and protection of pension plans’ assets.

A suitable strategic asset

allocation benchmark is determined for each plan to maintain a diversified portfolio, taking into account government requirements, if any, regarding unnecessary investment risk and protection of pension plans’ assets.

We believe that diversification of the pension plans’ assets is an important investment strategy to provide reasonable assurance that no single security or class of securities will have a disproportionate impact on the pension plans.

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The equity investments in the portfolios will represent a greater assumption of market volatility and risk as well as provide higher anticipated total return over the long term.

The equity component is expected to approximat e 35 %- 55 % of the plans’ assets.

The equity component is expected to approximate 35 %- 55 % of the plans’ assets.

The purpose of the fixed income component is to provide a deflation hedge, to reduce the overall volatility of the pension plans’ assets in relation to the liability and to produce current income.

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Diversification of asset categories, investment styles and managers is central to managing investment risk.

The alternative investment component is expected to approximate 5 %- 15 % of the plans’ assets.

The alternative investment component is expected to approximate 5 %- 15 % of the pl ans’ assets.

The following table presents the defined benefit pension plans’ assets measured at fair v alue:

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Total assets $ 254 $ 206 $ 54 $ 514

During 2021, we purchased and classified $ 46 million of investments as Level 3.

For the year ended December 31, 2022, we purchased and classified $ 54 million of investments as Level 3.

As of December 31, 2021

Asset Class Level 1 Level 2 Total

Asset Class Level 1 Level 2 Level 3 Total

Cash equivalents and short-term investments $ 14 $ 48 $ — $ 62

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Total assets $ 330 $ 396 $ 46 $ 772

For the year ended December 31, 2021, we purchased and classified $ 46 million of investments as Level 3.

We estimate that future benefit payments from plan assets will be $ 30 million , $ 31 million, $ 32 million, $ 33 million, $ 34 million and $ 183 million for 2023, 2024, 2025, 2026, 2027 and 2028 to 2032, respectively.

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and (iv) we have no involvement in the management of the multiemployer plans’ investments.

For the years ended December 31, 2021 and 2020, we contributed a total of $ 7 million in each of the periods and for the year ended December 31, 2019 we contributed a total of $ 9 million to multiemployer plans.

For the year ended December 31, 2022, we contributed $ 8 million and for the years ended December 31, 2021 and 2020, we contributed $ 7 million, in each period, to multiemployer plans.

Financial Instruments

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Currency Risk .

We use currency exchange contracts to manage our exposure to changes in currency exchange rates associated with our non-U.S.-dollar denominated receivables and forecasted royalties, forecasted earnings of non-U.S.

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.

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Interest Rate Risk .

We use various hedging strategies including interest rate swaps and interest rate caps to create an appropriate mix of fixed and floating rate assets and liabilities.

We estimate that $ 18 million of losses currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months.

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 $ 16 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 gasoline.

These instruments were designated as freestanding derivatives and the changes in fair value are recorded in our consolidated results of operations.

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.

Credit Risk and Exposure .

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We mitigate counterparty credit risk associated with our derivative contracts by monitoring the amount for which we are at risk with each counterparty, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing our risk among multiple counterparties.

There were no significant concentrations of credit risk with any individual counterparty or groups of counterparties at December 31, 2021 or 2020, other than (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 were disposed but for which we have not yet received payment from the manufacturers (see Note 2-Summary of Significant Accounting Policies), (ii) receivables from Realogy and Wyndham related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition and (iii) risks related to leases which have been assumed by Realogy but of which we are a guarantor.

There were no significant concentrations of credit risk with any individual counterparty or groups of counterparties at December 31, 2022 or 2021, other than (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 were disposed but for which we have not yet received payment from the manufacturers (see Note 2 – Summary of Significant Accounting Policies), (ii) receivables from Realogy and Wyndham related to certain contingent, income tax and other corporate liabilities assumed by Realogy and Wyndham in connection with their disposition and (iii) risks related to leases which have been assumed by Realogy but of which we are a guarantor.

Concentrations of credit risk associated with trade receivables are considered minimal due to our diverse customer base.

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Interest rate caps (a)

14,219 11,900

Interest rate swaps 1,450 1,450

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Derivatives not designated as hedging instruments

Foreign exchange contracts (c)

Interest rate caps (b)

Foreign exchange contracts (b)

Interest rate caps (c)

Total $ 111 $ 117 $ 20 $ 52

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(a) Included in other non-current assets or other non-current liabilities.

(b) Included in assets under vehicle programs or liabilities under vehicle programs.

(b) Included in other current assets or other current liabilities.

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

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

(e) For the year ended December 31, 2021, included a $ 2 million loss in interest expense and a $ 1 million loss included in operating expenses.

For the year ended December 31, 2020, included an $ 3 million loss included in interest exp ense and a $ 2 million loss included in operating expenses.

For the year ended December 31, 2019, included a $ 11 million loss in interest expense and a $ 4 million gain included in operating expenses.

(e) For the year ended December 31, 2022, included a $ 39 million gain in interest expense and a $ 3 million loss in operating expenses.

For the year ended December 31, 2021, included a $ 2 million loss in interest expense and a $ 1 million loss in operating expenses.

For the year ended December 31, 2020, included a $ 3 million loss in interest expense and a $ 2 million loss in operating expenses.

(f) Primarily included in vehicle interest, net.

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Interest rate swaps and interest rate caps (a)

111 111 14 14

(a) Derivatives in liability position.

Segment Information

Our chief operating decision maker assesses performance and allocates resources based upon the separate financial information from our operating segments.

In identifying our reportable segments, we consider the nature of services provided, the geographical areas in which the segments operated and other relevant factors.

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, charges for unprecedented personal-injury and other legal matters, net, which includes amounts recorded in excess of $ 5 million related to class action lawsuits, non-operational charges related to shareholder activist activity, gain on sale of equity method investment in China, COVID-19 charges and income taxes.

Net charges for unprecedented personal-injury and other legal matters and gain on sale of equity method investment in China are recorded within operating expenses in our Consolidated Statement of Comprehensive Income.

Non-operational charges related to shareholder activist activity include third party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in our Consolidated Statement of Comprehensive Income.

COVID-19 charges include unusual, direct and incremental costs due to the COVID-19 pandemic, such as minimum annual guaranteed rent in excess of concession fees for the period, overflow parking for idle vehicles and related shuttling costs, incremental cleaning supplies to sanitize vehicles and facilities and other charges, and losses associated with vehicles damaged in overflow parking lots, net of insurance proceeds, and are primarily recorded within operating expenses in our Consolidated Statement of Comprehensive Income.

We have revised our definition of Adju sted EBITDA to exclude amounts recorded in excess of $ 5 million related to class action lawsuits.

We have not revised prior years' Adjusted EBITDA amounts because there were no other charges similar in nature to these.

Management evaluates the operating results of each of our reportable segments based upon revenues and “Adjusted EBITDA,” which we define as income from continuing operations before non-vehicle related depreciation and amortization;

any impairment charges;

restructuring and other related charges;

early extinguishment of debt costs;

non-vehicle related interest;

transaction-related costs, net;

charges for unprecedented personal-injury and other legal matters, net, which includes amounts recorded in excess of $ 5 million related to class action lawsuits;

non-operational charges related to shareholder activist activity, which include third party advisory, legal and other professional fees;

COVID-19 charges, net;

other (income)

expense, net;

and income taxes.

We revised our definition of Adjusted EBITDA to exclude other (income) expense, net.

We did not revise prior years' Adjusted EBITDA because there were no other charges similar in nature.

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.

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Capital expenditures (excluding vehicles)

117 33 96 246

(a) Primarily represents unallocated corporate expenses and receivables from our former subsidiaries .

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Non-vehicle depreciation and amortization

185 91 10 286

Assets exclusive of assets under vehicle programs

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Capital expenditures (excluding vehicles)

162 62 26 250

(a) Primarily represents unallocated corporate expenses and receivables from our former subsidiaries.

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COVID-19 charges (b)

( 9 ) ( 2 ) 122

Restructuring and other related charges 19 64 118

Unprecedented personal-injury and other legal matters, net (c)

Non-operational charges related to shareholder activist activity (d)

Non-operational charges related to shareholder activist activity (c)

Unprecedented personal-injury and other legal matters, net (d)

Transaction-related costs, net 8 5 3

Gain on sale of equity method investment in China (c)

Other (income) expense, net ( 7 ) — —

Income (loss) before income taxes $ 3,636 $ 1,708 $ ( 956 )

(a) Inc ludes amortization of intangible assets recognized in purchase accounting of $ 43 million in 2022, $ 66 million in 2021 and $ 66 million in 2020.

Includes operating expenses in our Consolidated Statement of Operations related to cloud computing costs of $ 7 million in 2021.

Includes operating expenses in our Consolidated Statements of Operations related to cloud computing costs of $ 10 million and $ 7 million in 2022 and 2021, respectively.

(b) The following table presents the unusual, direct and incremental costs due to the COVID-19 pandemic:

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Vehicles damaged in overflow parking lots, net of insurance proceeds — ( 7 )

Incremental cleaning supplies to sanitize vehicles and facilities, and over flow parking for idle vehicles — 48

Other charges — 7

Operating expenses $ ( 9 ) $ ( 3 )

Vehicle depreciation and lease charges — 1

Selling, general and administrative expenses — 1

COVID-19 charges, net $ ( 9 ) $ ( 2 )

(d) Reported within selling, general and administrative expenses in our Consolidated Statements of Operations .

(d) Reported within operating expenses on our Consolidated Statements of Operations.

The geographic segment information provided below is classified based on the geographic location of our subsidiaries.

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Subsequent Event

From January 1, 2022 through February 10, 2022, we repurchased approximately 2.1 million shares of our common stock at a cost of approximately $ 400 million under our Stock Repurchase Program.

In January 2023, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary issued $ 850 million of asset-backed notes to investors with a weighted average interest rate of 5.34 %.

In February 2023, our Board of Directors approved a $ 1 billion increase in repurchase authorization to our Stock Repurchase Program.

Schedule II – Valuation and Qualifying Accounts

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2020 214 ( 1 ) ( 6 ) — 207

(a) Other Adjustments relate to currency translation adjustments.

(a) Primarily currency translation adjustments.

2.1 Separation and Distribution Agreement by and among Cendant Corporation*, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated August 1, 2006).

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4.1 Indenture dated as of September 26, 2016 among Avis Budget Finance plc, as Issuer, the Guarantors from time to time parties hereto and Deutsche Bank Trust Company Americas as Trustee, Deutsche Bank AG, London Branch as Paying Agent and Deutsche Bank Luxembourg S.A., as Registrar, governing the 4.125% Senior Notes due 2024 (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, dated November 3, 2016).

50 % Senior Notes due 2025 (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, dated May 4, 2017).

4.2 Indenture dated as of March 8, 2017 among Avis Budget Finance, plc, as Issuer, the Guarantors from time to time parties hereto, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Paying Agent and Deutsche Bank Luxembourg S.A., as Registrar, governing the 4.50% Senior Notes due 2025 (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, dated May 4, 2017).

4.3 Indenture dated as of October 4, 2018 among Avis Budget Finance, plc, as Issuer, the Guarantors from time to time parties thereto, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch, as Paying Agent and Deutsche Bank Luxembourg S.A., as Registrar, governing the 4.75% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 dated November 6, 2018).

4.4 Indenture dated as of July 3, 2019 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and Deutsche Bank Trust Company Americas, as Trustee, governing the 5.75% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 , dated August 6, 2019).

4.5 First Supplement Indenture, dated as of August 6, 2020, to the indenture dated as of July 3, 2019 by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated August 7, 2020).

4.5 First Supplemental Indenture, dated as of August 6, 2020, to the indenture dated as of July 3, 2019 by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated August 7, 2020).

4.6 Indenture, dated as of March 1, 2021, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 5.375% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K , dated March 1, 2021).

4.7 Indenture, dated as of March 23, 2021, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 4.75% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K , dated March 23, 2021).

4.8 Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

4.8 Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, dated February 17, 2022).

10.1 Agreement between Avis Budget Group, Inc.

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10.6 Offer Letter, dated February 4, 2021, between Veresh Sita and Avis Budget Group, Inc.

(incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, dated February 17, 2022).

10.7 Separation Agreement, dated April 19, 2022, between Veresh Sita and Avis Budget Group, Inc.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated April 22, 2022).

10.8 Avis Budget Group, Inc.

Executive Severance Pay Plan for Grade A and B Employees and Summary Plan Description (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 14, 2020).

10.8 Third Amended and Restated Cooperation Agreement, dated as of February 23, 2020, by and among Avis Budget Group, Inc., SRS Investment Management, LLC and certain of its affiliates (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 23, 2020).

10.9 Amendment, dated August 12, 2020, to Third Amended and Restated Cooperation Agreement, dated as of February 23, 2020, by and among Avis Budget Group, Inc., SRS Investment Management, LLC and certain of its affiliates (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 13, 2020).

10.10 Second Amendment, dated September 15, 2021, to the Third Amended and Restated Cooperation Agreement, dated as of February 23, 2020, by and among Avis Budget Group, Inc., SRS Investment Management, LLC and certain of its affiliates (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 15, 2021.) †

Executive Severance Pay Plan for Grade A and B Employees and Summary Plan Description ( I ncorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K , dated December 14, 2020).

10.9 Fourth Amended and Restated Cooperation Agreement, dated as of December 23, 2022, by and among Avis Budget Group, Inc., SRS Investment Management, LLC and certain of its affiliates (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 27, 2022).

10.10 Avis Budget Group, Inc.

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10.11 Amendment to the Avis Budget Group, Inc.

Amended and Restated Equity and Incentive Plan dated October 26 , 20 21 (Incorporated by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10- Q dated November 2, 20 2 1).†

10.13 Form of Award Agreement - Restricted Stock Units.

(Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

10.14 Form of Award Agreement - Performance Based Restricted Stock Units.

(Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

10.15 Form of Non-Employee Director Award Agreement - Restricted Stock Units.

(Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

Amended and Restated Equity and Incentive Plan dated October 26, 2021 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, dated November 2, 2021).†

10.12 Form of Award Agreement - Restricted Stock Units (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

10.13 Form of Award Agreement - Performance Based Restricted Stock Units (Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , dated February 21, 2019).†

10.14 Form of Non-Employee Director Award Agreement - Restricted Stock Units (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , dated February 21, 2019).†

10.15 Form of Avis Budget Group, Inc.

Severance Agreement.

(Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

Severance Agreement (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , dated February 21, 2019).†

10.16 Avis Budget Group, Inc.

Non-Employee Directors Deferred Compensation Plan, amended and restated as of January 1, 2019 (Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

10.17 Amendment No.

1 dated as of December 8, 2022 to the Avis Budget Group, Inc.

Non-Employee Directors Deferred Compensation Plan, amended and restated as of January 1, 2019.

(Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

10.18 Avis Budget Group, Inc.

Deferred Compensation Plan, amended and restated as of November 1, 2008 (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†

Supplemental Savings Plan, amended and restated as of January 1, 2023.

10.19 Avis Budget Group, Inc.

Savings Restoration Plan, amended and restated as of November 1, 2008 (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†

10.20 Avis Rent A Car System, LLC Pension Plan.

(Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 dated February 21, 2019).†

Savings Restoration Plan, amended and restated as of November 1, 2008 (Incorporated by reference to Exhibit 10.

1 8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†

10.20 Avis Rent A Car System, LLC Pension Plan (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , dated February 21, 2019).†

10.21 Cendant Corporation* Officer Personal Financial Services Policy (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , dated January 26, 2005).

16 unchanged sentences

10.31 Third Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Borrower, PV Holding Corp., as a Permitted Nominee, Quartx Fleet Management, Inc., as a Permitted Nominee, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.36(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).

10.32 Fourth Amendment, dated as of July 28, 2022, among AESOP Leasing L.P., as Borrower, PV Holding Corp., as a Permitted Nominee, Quartx Fleet Management, Inc., as a Permitted Nominee, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, dated November 1, 2022) .

10.33 Amended and Restated Loan Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Borrower, and Cendant Rental Car Funding (AESOP) LLC***, as Lender (Incorporated by reference to Exhibit 10.29(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007).

2 unchanged sentences

10.36 Third Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Borrower, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.37(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).

10.37 Fourth Amendment, dated as of July 28, 2022, between AESOP Leasing L.P., as Borrower, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, dated November 1, 2022).

10.38 Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Lessor, and Cendant Car Rental Group, Inc.**, as Lessee and as Administrator (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, dated August 2, 2004).

2 unchanged sentences

10.41 Fourth Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Lessor and Avis Budget Car Rental, LLC, as Lessee and as the Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.38(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).

10.42 Fifth Amendment, dated as of July 28, 2022, among AESOP Leasing L.P., as Lessor and Avis Budget Car Rental, LLC, as Lessee and as the Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, dated November 1, 2022).

10.43 Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Lessor, Cendant Car Rental Group, Inc.**, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, Inc.****, as Lessee, and Budget Rent A Car System, Inc., as Lessee (Incorporated by reference to Exhibit 10.30(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007).

2 unchanged sentences

10.46 Fourth Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Lessor, Avis Budget Car Rental, LLC, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, LLC, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.39(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).

10.44 AESOP I Operating Sublease Agreement dated as of March 26, 2013 between Zipcar, Inc.

, as Sublessee and Avis Budget Car Rental, LLC , as Sublessor (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 dated May 8, 2013).

10.47 Fifth Amendment, dated as of July 28, 2022, among AESOP Leasing L.P., as Lessor, Avis Budget Car Rental, LLC, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, LLC, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, dated November 1, 2022).

10.48 AESOP I Operating Sublease Agreement dated as of March 26, 2013 between Zipcar, Inc., as Sublessee and Avis Budget Car Rental, LLC, as Sublessor (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 , dated May 8, 2013).

10.49 Second Amended and Restated Administration Agreement, dated as of June 3, 2004, among Cendant Rental Car Funding (AESOP) LLC***, AESOP Leasing L.P., AESOP Leasing Corp.

3 unchanged sentences

and Avis Budget Car Rental, LLC, as Administrator, to the Second Amended and Restated Administration Agreement dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.41(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, dated February 20, 2014).

10.47 Second Amended and Restated Series 2015-3 Supplement, dated as of June 18, 2021 , between Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the Funding Agents and APA Banks named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2015-3 Agent (Incorporated by reference to Exhibit 10.

5 to the Company’s Current Report on Form 8 -K dated June 23, 2021 ).

10.48 Fourth Amended and Restated Series 2010-6 Supplement, dated as of June 18, 2021 , by and among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the Funding Agents and APA Banks named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Series 2010-6 Agent (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8 -K dated June 23, 2021 ).

10.49 Series 2017-1 Supplement, dated as of March 15, 2017, between Avis Budget Rental Car Funding (AESOP) LLC and T he Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2017-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 21, 2017).

10.50 Series 2017-2 Supplement, dated as of December 13, 2017, between Avis Budget Rental Car Funding (AESOP) LLC and T he Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2017-2 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 19, 2017).

10.51 Series 2018-1 Supplement, dated as of April 30, 2018, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2018-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 4, 2018).

10.51 Fifth Amended and Restated Series 2010-6 Supplement, dated as of April 14, 2022, by and among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Series 2010-6 Agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated April 19, 2022).

10.52 Third Amended and Restated Series 2015-3 Supplement, dated as of April 14, 2022, by and among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Series 2015-3 Agent (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated April 19, 2022).

10.53 Series 2017-1 Supplement, dated as of March 15, 2017, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2017-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 21, 2017).

10.54 Amended and Restated Series 2017-2 Supplement, dated as of May 31, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2017-2 Agent (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated June 10, 2022).

10.55 Amended and Restated Series 2018-1 Supplement, dated as of May 31, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2018-1 Agent (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated June 10, 2022).

10.56 Amended and Restated Series 2018-2 Supplement, dated as of June 18, 2021, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2018-2 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , dated June 23, 2021).

10.53 Series 2019-1 Supplement, dated as of February 13, 2019, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2019-1 Agent.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 20, 2019).

10.54 Amended and Restated Series 2019-2 Supplement, dated as of June 1 8 , 2021 between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2019-2 Agent (Incorporated by reference to Exhibit 10.

2 to the Company’s Current Report on Form 8-K dated June 23, 2021 ).

10.55 Series 2019-3 Supplement, dated as of August 27, 2019, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2019-3 Agent.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 29, 2019).

10.57 Series 2019-1 Supplement, dated as of February 13, 2019, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2019-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 20, 2019).

10.58 Amended and Restated Series 2019-2 Supplement, dated as of June 18, 2021 between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2019-2 Agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 23, 2021).

10.59 Amended and Restated Series 2019-3 Supplement, dated as of May 26, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2019-3 Agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated June 10, 2022).

10.60 Amended and Restated Series 2020-1 Supplement, dated as of June 18, 2021, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2020-1 Agent.

(Incorporated by reference to Exhibit 10.

3 to the Company’s Current Report on Form 8-K dated June 23, 2021 ).

(Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , dated June 23, 2021).

10.61 Series 2020-2 Supplement, dated as of August 12, 2020, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2020-2 Agent (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K , dated August 14, 2020).

10.62 Series 2021-1 Supplement dated as of May 18, 2021, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2021-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , dated May 21, 2021).

10.59 Series 2021-2 Suppleme nt, dated as of November 17, 2021, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Com pany, N.A., as trustee and Series 2021-2 Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 19, 2021 ).

10.60 Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021 , among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC , Avis Budget Group, Inc., the subsidiary borrowers from time to time party thereto, the financial institutions from time to time party thereto JPMorgan Chase Bank, N.A., as Administrative Agent ( i ncorporated by reference to Exhibit 10.

1 to the Company’s Current Report on Form 8-K dated July 13, 2021 ).

10.63 Series 2021-2 Supplement, dated as of November 17, 2021, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2021-2 Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K , dated November 19, 2021).

10.64 Series 2022-1 Supplement, dated as of April 14, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2022-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated April 19, 2022).

10.65 Series 2022-2 Supplement, dated as of June 7, 2022, between Avis Budget Rental Car Funding (AESOP) LLC, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2022-2 Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 10, 2022).

10.66 Series 2022-3 Supplement, dated as of July 21, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2022-3 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated July 22, 2022).

10.67 Series 2022-4 Supplement, dated as of July 21, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2022-4 Agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated July 22, 2022).

10.68 Series 2022-5 Supplement, dated as of November 29, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2022-5 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated December 2 , 2022).

10.69 Series 2023-1 Supplement, dated as of January 17, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-1 Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 20, 2023).

10.70 Series 2023-2 Supplement, dated as of January 17, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-2 Agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 20, 2023).

10.71 Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the subsidiary borrowers from time to time party thereto, the financial institutions from time to time party thereto JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , dated July 13, 2021).

10.72 First Amendment, dated as of March 16, 2022, to the Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the subsidiary borrowers from time to time party thereto, the financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated March 25, 2022).

10.73 Second Amendment, dated as of March 24, 2022, to the Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the subsidiary borrowers from time to time party thereto, the financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated March 25, 2022).

10.74 Third Amendment, dated as of July 28, 2022, 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, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, dated November 1, 2022).

10.75 Offer Letter, dated May 17, 2022, between Ravi Simhambhatla and Avis Budget Group, Inc.†

10.76 Fourth Amendment, dated as of February 6, 2023 , 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 .

21 Subsidiaries of Registrant.

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures