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Mobility Through Connectivity

Mobility Through Connectivity Annual Report 2015 At Avis Budget Group, our purpose is to connect people with what s important to them, no matter what the occasion. We offer a broad array of services designed
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Mobility Through Connectivity Annual Report 2015 At Avis Budget Group, our purpose is to connect people with what s important to them, no matter what the occasion. We offer a broad array of services designed to respond to consumers diverse demand for mobility solutions. Technology is enabling new and better mobility options that will allow us to continue to enhance the customer experience we offer. We re testing new technology that will allow our customers to manage their entire rental, from reservation to vehicle pick-up, to car return and e-receipt, all just using a smartphone application. This connectivity should also enable us to achieve increased efficiency in managing our fleet and our costs. Increasingly using technology to enhance the vehicle rental experience and promote efficiency is a critical component of our strategy. And it s going to be an exciting ride. We look forward to sharing our progress with you. March 29, 2016 Dear fellow shareholders: Last year, we announced that we had adopted a formal statement of purpose, which is to ensure people connect in the moments that matter, and, in 2015, we helped more than 35 million customers connect with what is important to them, a record for our Company. Our owned operations in more than 20 countries and our licensees in more than 150 countries give us a strong global presence to meet these customers vehicle-rental needs throughout the world. We are also deploying people and technology to serve our customers more effectively and more efficiently. As a result of these efforts, Avis Budget Group reported the highest revenue and Adjusted EBITDA 1 totals in our history. Revenue for 2015 was $8.5 billion and Adjusted EBITDA was $903 million, the first time our Company has achieved Adjusted EBITDA of more than $900 million. In fact, were it not for the negative impact of currency exchange rates, revenue would have grown 5% and Adjusted EBITDA 9%. We generated more than $500 million of free cash flow, which helped fund our repurchase of nearly $400 million of our stock in 2015, representing 8% of our outstanding shares. We have now spent more than $1 billion on a combination of stock buybacks and convertible note repurchases, reducing our diluted share count by 22% from its peak in Currency exchange headwinds represent just one of the many challenges we faced in 2015, and met head-on, but which may have contributed to the decline in our stock price, despite our year-over-year earnings growth. Industry fleet levels were elevated for much of the year, commercial volume was weaker than expected, and pricing remained highly competitive. Yet we were able to grow our revenue and expand our margins. We are both proud of the way that our people around the world persevered to ensure that we stayed focused on executing our global strategic plan, while also delivering record financial results. We drove organic revenue growth by continuing to focus resources on profitable channels and on the customer experience we offer, including through new mobile technology options that provide travelers with more control over the rental experience. We also increased revenue by continuing to expand our global footprint, including the 2015 acquisitions of Maggiore, one of Italy s leading vehicle rental companies, and of licensee operations in Brazil, Poland and Scandinavia. We are also making good progress in developing our self-service capabilities, which will allow our customers to complete a rental using only a mobile device or smartphone, from reservation to check-out to vehicle return and e-receipt. This initiative responds to consumer demand to be able to manage their travel arrangements 100% percent autonomously. We benefited from our ongoing expansion of Zipcar, which continues to be the world s leading car sharing network. Our Zipcar operations enjoyed a record-setting year, expanding to more cities, more countries and more colleges and universities. We extended the testing of Zipcar s ONE WAY service offering, which promises to offer another source of revenue growth that further establishes our global leadership in car sharing. We also continue to make strides in driving efficiency throughout our organization. Our Transformation 2015 initiative provided tens of millions of dollars of benefits last year by standardizing and/or consolidating some of our non-field functions, and we expect this initiative to generate incremental benefits this year. Our Performance Excellence process-improvement efforts continue to generate significant savings while also aiding our efforts to enhance the customer experience. Our Demand-Fleet-Pricing yield-management initiative, using sophisticated systems to optimize our pricing in real time, is allowing us to respond to changes in the marketplace more rapidly than ever, and we are rolling this tool out to additional countries. We believe that we can continue to find additional ways to leverage technology to help our managers make smarter, faster and better decisions about customer service, revenue generation and cost management. We will look to find better ways to more effectively manage our global workforce, our acquisition and disposition of vehicles, our customer-care activities, vehicle movements, our spending with small and large suppliers, vehicle cleaning and maintenance, and much more. We are enthusiastic about the pipeline of ideas we have in this area. We are gratified that our people around the world maintained their focus during what was a busy year for Avis Budget Group included implementation of our executive succession plan, in which we transitioned into our current roles as Executive Chairman and Chief Executive Officer, respectively, while David Wyshner was promoted to President and Chief Financial Officer. Mark Servodidio assumed Larry s former position as President, International, while Joe Ferraro continues to serve as President, Americas. We also transitioned our marketing activities to a globally coordinated function, under the leadership of Executive Vice President and Chief Marketing Officer Scott Deaver. We are grateful to the Board for having enabled this to be such a smooth transition that developed people for greater responsibility and then effected promotions from within. We believe this approach makes for a stronger and more cohesive leadership team. In addition to focusing on our immediate priorities, our new leadership team is looking well into the future of mobility, to ensure that we are anticipating the evolving needs of both business and leisure travelers, with our purpose of helping them connect with what s important to them. The ways in which we deliver these services will evolve, but our commitment to being a leader in this field will not waver. Yours Sincerely, Ronald L. Nelson Executive Chairman of the Board Larry D. De Shon Chief Executive Officer 1 A reconciliation of Adjusted EBITDA and Free Cash Flow to the most comparable financial measures calculated and presented in accordance with GAAP can be found in our earnings release issued on February 23, 2016 and on our website at This letter contains forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in our Annual Report on Form 10-K for the year ended December 31, 2015 including under headings such as Forward-Looking Statements, Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and in other filings and furnishings made by the Company with the Securities and Exchange Commission from time to time. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from COMMISSION FILE NO AVIS BUDGET GROUP, INC. (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) to 6 SYLVAN WAY PARSIPPANY, NJ (Address of principal executive offices) (Zip Code) (Registrant s telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common Stock, Par Value $.01 The NASDAQ Global Select Market SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( of this chapter) is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes As of June 30, 2015, the aggregate market value of the registrant s common stock held by non-affiliates of the registrant was $4,532,680,060 based on the closing price of its common stock on the NASDAQ Global Select Market. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be affiliates of the registrant. As of January 29, 2016, the number of shares outstanding of the registrant s common stock was 97,039,594. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant s definitive proxy statement to be mailed to stockholders in connection with the registrant s annual stockholders meeting scheduled to be held on May 25, 2016 (the Annual Proxy Statement ) are incorporated by reference into Part III hereof. No No No TABLE OF CONTENTS Item Description Page PART I 1 Business 1A Risk Factors 1B Unresolved Staff Comments 2 Properties 3 Legal Proceedings 4 Mine Safety Disclosures PART II 5 Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Selected Financial Data 7 Management s Discussion and Analysis of Financial Condition and Results of Operations 7A Quantitative and Qualitative Disclosures about Market Risk 8 Financial Statements and Supplementary Data 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9A 9B Controls and Procedures Other Information PART III 10 Directors, Executive Officers and Corporate Governance 11 Executive Compensation 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13 Certain Relationships and Related Transactions, and Director Independence 14 Principal Accountant Fees and Services PART IV 15 Exhibits and Financial Statement Schedules Signatures 59 60 FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report on Form 10-K may be considered forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of The forward-looking statements contained herein are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by any such forward-looking statements. Forward-looking statements include information concerning our future financial performance, business strategy, projected plans and objectives. These statements may be identified by the fact that they do not relate to historical or current facts and may use words such as believes, expects, anticipates, will, should, could, may, would, intends, projects, estimates, plans, and similar words, expressions or phrases. The following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements: the high level of competition in the vehicle rental industry and the impact such competition may have on pricing and rental volume; a change in travel demand, including changes in airline passenger traffic; a change in our fleet costs as a result of a change in the cost of new vehicles, manufacturer recalls, disruption in the supply of new vehicles, and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs; the results of operations or financial condition of the manufacturers of our cars, which could impact their ability to perform their payment obligations under our agreements with them, including repurchase and/or guaranteed depreciation arrangements, and/or their willingness or ability to make cars available to us or the rental car industry as a whole on commercially reasonable terms or at all; any change in economic conditions generally, particularly during our peak season or in key market segments; our ability to continue to achieve and maintain cost savings and successfully implement our business strategies; our ability to obtain financing for our global operations, including the funding of our vehicle fleet through the issuance of asset-backed securities and use of the global lending markets; an occurrence or threat of terrorism, pandemic disease, natural disasters, military conflict or civil unrest in the locations in which we operate; our dependence on third-party distribution channels, third-party suppliers of other services and comarketing arrangements with third parties; our ability to utilize derivative instruments, and the impact of derivative instruments we utilize, which can be affected by fluctuations in interest rates, gasoline prices and exchange rates, changes in government regulations and other factors; our ability to accurately estimate our future results; any major disruptions in our communication networks or information systems; our exposure to uninsured claims in excess of historical levels; risks associated with litigation, governmental or regulatory inquiries, or any failure or inability to comply with laws, regulations or contractual obligations or any changes in laws, regulations or contractual obligations, including with respect to personally identifiable information and taxes; any impact on us from the actions of our licensees, dealers and independent contractors; any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business; risks related to our indebtedness, including our substantial outstanding debt obligations and our ability to incur substantially more debt; our ability to meet the financial and other covenants contained in the agreements governing our indebtedness; risks related to tax obligations and the effect of future changes in accounting standards; risks related to completed or future acquisitions or investments that we may pursue, including any incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired businesses; risks related to protecting the integrity of our information technology systems and the confidential information of our employees and customers against security breaches, including cyber-security breaches; and other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services. We operate in a continuously changing business environment and new risk factors emerge from time to time. New risk factors, factors beyond our control, or changes in the impact of identified risk factors may cause actual results to differ materially from those set forth in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. Moreover, we do not assume responsibility for the accuracy and completeness of those statements. Other factors and assumptions not identified above, including those discussed in Management s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7, in Risk Factors set forth in Item 1A and in other portions of this Annual Report on Form 10-K, may contain forward-looking statements and involve uncertainties that could cause actual results to differ materially from those projected in such statements. Although we believe that our assumptions are reasonable, any or all of our forward-looking statements may prove to be inaccurate and we can make no guarantees about our future performance. Should unknown risks or uncertainties materialize or underlying assumptions prove inaccurate, actual results could differ materially from past results and/or those anticipated, estimated or projected. Except to the extent of our obligations under the federal securities laws, we undertake no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. PART I ITEM 1. BUSINESS Except as expressly indicated or unless the context otherwise requires, the Company, Avis Budget, we, our or us means Avis Budget Group, Inc. and its subsidiaries. Avis, Budget, Budget Truck, Zipcar, Payless and Apex refer to our Avis Rent A Car System, LLC, Budget Rent A Car System, Inc., Budget Truck Rental, LLC, Zipcar, Inc., Payless Car Rental and Apex Car Rentals operations, respectively, and, unless the context otherwise requires, do not include the operations of our licensees, as further discussed below. OVERVIEW We are a leading global provider of vehicle rental and car sharing services, operating three of the most recognized brands in the industry through Avis, Budget and Zipcar. We are a leading vehicle rental operator in North America, Europe, Australia, New Zealand and certain other regions we serve. We and our licensees operate the Avis and Budget brands in approximately 180 countries throughout the world. We generally maintain a leading share of airport car rental revenue in North America, Europe, Australia and New Zealand, and we operate one of the leading truck rental businesses in the United States. Our brands
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