Avis Budget Car Rental, LLC

Transcription

1 Avis Budget Car Rental, LLC Financial Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine Months Ended September 30, 2006

2 Table of Contents Forward-looking Statements 1 Financial Statements: Consolidated Condensed Statements of Income for the Three and Nine Months Ended September 30, 2006 and Consolidated Condensed Balance Sheets as of September 30, 2006 and December 31, (Restated as of December 31, 2005) Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005 (Restated for the nine months ended September 30, 2005) 4 Consolidated Condensed Statement of Changes in Stockholder s Equity for the Nine Months Ended September 30, 2006 (Restated as of December 31, 2005) 5 Notes to Consolidated Condensed Financial Statements 6 Management s Discussion and Analysis of Financial Condition and Results of Operations 19 Page

3 Forward-looking Statements The forward-looking statements contained herein are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on various facts and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words believes, expects, anticipates, intends, projects, estimates, plans, may increase, may fluctuate, and similar expressions or future or conditional verbs such as will, should, would, may and could are generally forward-looking in nature and not historical facts. You should understand that 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; an increase in the cost of new vehicles; a decrease in our ability to acquire or dispose of cars through repurchase programs; a decline in the results of operations or financial condition of the manufacturers of our cars; a downturn in airline passenger traffic in the United States or in the other international locations in which the Company operates; an occurrence or threat of terrorism, pandemic disease, natural disasters or military conflict in the markets in which the Company operates; our dependence on third party distribution channels; a disruption or decline in rental activity, particularly during our peak season or in key market segments; a disruption in our ability to obtain financing for our operations, including the funding of our vehicle fleet via the asset-backed securities and lending market; a significant increase in interest rates or in borrowing costs; a substantial increase in fuel costs; a major disruption in our communication or centralized information networks; our failure or inability to comply with regulations and any changes in regulations; our failure or inability to make the changes necessary to operate as an independent company following Avis Budget Group Inc. s separation into four independent companies; and other economic, competitive, governmental, regulatory, geopolitical and technological factors affecting our operations, pricing and services; risks inherent in the restructuring of the operations of Budget Truck Rental and our ability to estimate the amount and timing of the charge we expect to record in the fourth quarter. the receipt of additional information from our former PHH subsidiary that is inconsistent with the information received to date. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us and our business generally. Except for our ongoing obligations to disclose material information under the federal securities laws, the Company undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. 1

4 Avis Budget Car Rental, LLC Consolidated Condensed Statements of Income Unaudited (In millions) Three Months Ended Nine Months Ended September 30, September 30, Revenues Vehicle rental $ 1,253 $ 1,242 $ 3,469 $ 3,244 Other Total revenues 1,553 1,530 4,311 4,007 Expenses Operating, net ,207 2,048 Vehicle depreciation and lease charges, net , Selling, general and administrative Vehicle interest, net Non-vehicle depreciation and amortization Corporate interest, net 33 (8) 40 (9) Separation costs Total expenses 1,488 1,380 4,150 3,708 Income before income taxes Provision for income taxes Net income $ 12 $ 93 $ 71 $ 186 See Notes to Consolidated Condensed Financial Statements. 2

5 Avis Budget Car Rental, LLC Consolidated Condensed Balance Sheets Unaudited (In millions) December 31, September 30, (Restated) Assets Cash and cash equivalents $ 182 $ 58 Receivables, net Due from Avis Budget Group, Inc. and affiliates, net Deferred income taxes Property and equipment, net Goodwill 2,194 2,188 Trademarks Other intangibles, net Other assets Total assets exclusive of assets under vehicle programs 5,105 4,988 Assets under vehicle programs: Program cash 9 15 Vehicles, net 7,535 7,509 Due from vehicle manufacturers and other Investment in Avis Budget Rental Car Funding (AESOP) LLC related party ,337 8,500 Total assets $ 13,442 $ 13,488 Liabilities and stockholder s equity Liabilities: Accounts payable $ 207 $ 262 Accrued liabilities and other Public liability, property damage and other insurance liabilities Corporate debt 1,856 - Total liabilities exclusive of liabilities under vehicle programs 2,982 1,277 Liabilities under vehicle programs: Vehicle-backed debt 1, Vehicle-backed debt due to Avis Budget Rental Car Funding (AESOP) LLC related party 5,057 6,932 Deferred income taxes 1,171 1,139 Other ,361 9,237 Commitments and contingencies (Note 10) Stockholder s equity: Common stock, $.01 par value authorized 1,000 shares; issued and outstanding 100 shares - - Additional paid-in-capital 1,981 1,919 Retained earnings 1, Accumulated other comprehensive income Total stockholder s equity 3,099 2,974 Total liabilities and stockholder s equity $ 13,442 $ 13,488 See Notes to Consolidated Condensed Financial Statements. 3

6 Avis Budget Car Rental, LLC Consolidated Condensed Statements of Cash Flows Unaudited (In millions) Nine Months Ended September 30, (Restated) Operating Activities Net income $ 71 $ 186 Adjustments to reconcile net income to net cash provided by operating activities exclusive of vehicle programs: Non-vehicle depreciation and amortization Deferred income taxes Net change in operating assets and liabilities, excluding the impact of acquisitions and dispositions: Receivables (40) (9) Accounts payable, accrued liabilities and other (69) (25) Other, net 19 (23) Net cash provided by operating activities exclusive of vehicle programs Vehicle programs: Vehicle depreciation 1, Net cash provided by operating activities 1,111 1,134 Investing Activities Property and equipment additions (51) (37) Payment for purchase of rental car licensees and acquisition-related payments (116) (100) Other Net cash used in investing activities exclusive of vehicle programs (152) (63) Vehicle programs: Decrease (increase) in program cash 8 (4) Investment in vehicles (9,249) (8,413) Payments received on investment in vehicles 8,224 6,143 Other (12) (22) (1,029) (2,296) Net cash used in investing activities (1,181) (2,359) Financing Activities Proceeds from borrowings 1,875 - Principal payments on borrowings (20) - Payments of debt issuance costs (35) - Capital contribution 15 - (Increase) decrease in due from Avis Budget Group, Inc. and affiliates, net 206 (203) Net cash provided by (used in) financing activities exclusive of vehicle programs 2,041 (203) Vehicle programs: Proceeds from vehicle-backed borrowings 8,521 7,703 Principal payments on vehicle-backed borrowings (10,487) (6,469) Net change in short term borrowings Payments for debt issuance costs (13) (15) (1,846) 1,347 Net cash provided by financing activities 195 1,144 Effect of changes in exchange rates on cash and cash equivalents (1) (1) Net increase (decrease) in cash and cash equivalents 124 (82) Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ 182 $ 72 See Notes to Consolidated Condensed Financial Statements. 4

7 Avis Budget Car Rental, LLC Consolidated Condensed Statement of Changes in Stockholder s Equity Unaudited (In millions) Accumulated Additional Other Paid-in Retained Comprehensive Capital Earnings Income Total As originally reported, December 31, 2005 $ 1,859 $ 995 $ 69 $ 2,923 Correction of error 60 (9) - 51 As restated, December 31, , ,974 Net income 71 Currency translation adjustment 5 Unrealized losses on cash flow hedges, net of tax of $5 (10) Additional minimum pension liability, net of tax of $3 (3) Total comprehensive income 63 Capital contribution Balance, September 30, 2006 $ 1,981 $ 1,057 $ 61 $ 3,099 See Notes to Consolidated Condensed Financial Statements. 5

8 Avis Budget Car Rental, LLC Notes to Consolidated Condensed Financial Statements (Unless otherwise noted, all dollar amounts are in millions) Unaudited 1. Basis of Presentation and Recently Issued Accounting Pronouncements Basis of Presentation During 2006, Cendant Car Rental Group, Inc. was converted to a limited liability company and formally changed its name to Avis Budget Car Rental, LLC (the Company ). The Company is a wholly-owned subsidiary of Avis Budget Group, Inc. ( ABGI ), (formerly Cendant Corporation) and operates and franchises the Avis and Budget vehicle rental systems. The Company operates in the following business segments: Domestic Car Rental provides car rentals and ancillary products and services to business and leisure travelers in the United States. International Car Rental provides car rentals and ancillary products and services to business and leisure travelers primarily in Canada, Puerto Rico, the U.S. Virgin Islands, Argentina, Australia and New Zealand. Truck Rental provides truck rentals and related services to consumers and light commercial users in the United States. The accompanying Consolidated Condensed Financial Statements include the accounts and transactions of Avis Rent A Car System, LLC ( Avis ) and Budget Rent A Car System, Inc. ( Budget ), both of which are wholly-owned subsidiaries of the Company. In presenting the Consolidated Condensed Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management s opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. The accompanying unaudited Consolidated Condensed Financial Statements of the Company have been prepared in accordance with Accounting Principles Board Opinion No. 28 Interim Financial Reporting and the rules and regulations of the Securities Exchange Commission applicable to interim financial reporting. As the accompanying interim financial statements present summarized financial information, they should be read in conjunction with the Company s 2005 Consolidated Financial Statements. Certain corporate and general and administrative expenses (including those related to executive management, tax, accounting, legal and treasury services, certain employee benefits and real estate usage for common space) have been allocated by ABGI to the Company based on forecasted revenues. Management believes such allocations are reasonable. However, the associated expenses recorded by the Company in the accompanying Consolidated Condensed Statements of Income may not be indicative of the actual expenses that might have been incurred had the Company performed these functions using internal resources or purchased services. Refer to Note 11 Related Party Transactions, for a detailed description of the Company s transactions with ABGI. Vehicle programs. The Company presents separately the financial data of its vehicle programs. These programs are distinct from the Company s other activities as the assets are generally funded through the issuance of debt that is collateralized by such assets. The Company s borrowings under vehicle-backed programs are the principal source of funding for the Company s vehicle rental fleet, which is accordingly classified within assets under vehicle programs. The income generated by these assets is used, in part, to repay the principal and interest associated with the debt. Cash inflows and outflows relating to the generation or acquisition of such assets and the principal debt repayment (including payments under capital lease arrangements) or financing of such assets are classified as activities of the Company s vehicle programs. The Company believes it is appropriate to 6

9 segregate the financial data of its vehicle programs because, ultimately, the source of repayment of such debt is the realization of such assets. Interest expense associated with debt under vehicle programs is shown as Vehicle interest, net on the Consolidated Condensed Statements of Income. Interest expense, net associated with debt outside the vehicle programs, which also includes intercompany interest related to tax benefits and working capital advances is shown as Corporate interest, net on the Consolidated Condensed Statements of Income. Change in Accounting Principle and Restatement Change in Accounting Principle. Subsequent to the issuance of the Company s 2005 financial statements, the Company revised how it records the utilization of its net operating loss carry forwards by other entities within the ownership structure of the Company s parent, Avis Budget Group, Inc. (formerly Cendant Corporation). The Company determined it would be preferable to record the utilization of its net operating loss carry forwards as a transfer of assets among related parties reflected in the Company s intercompany balance with ABGI. Previously, the Company reflected such utilization as a charge to its deferred income tax provision with a corresponding benefit recorded within its current income tax provision. The adoption of the changes discussed above resulted in a $155 million decrease to the Company s deferred income tax provision with a corresponding increase to the Company s current tax provision for the nine months ended September 30, Such adoption did not affect the Company s previously reported earnings or financial position. The impact of this change on the Company s Consolidated Condensed Statements of Cash flows and the related change in the components of the Company s provision for income taxes for the nine months ended September 30, 2005 is presented in the table below. Restatement. Subsequent to the issuance of the Company s 2005 financial statements, the Company became aware of errors in the methodology Avis Budget Group, Inc. used to allocate purchase price among the three businesses Avis Budget Group, Inc. acquired in its March 2001 acquisition of Avis Group Holdings, Inc. Such errors caused a misallocation of the purchase price to certain assets (including goodwill) and liabilities included in the Company s current Avis car rental operations. As a result of correcting these errors, the Company was allocated additional goodwill of $52 million. In addition, the Company was required to recognize $9 million of additional expense for the periods prior to January 1, 2003, including $1 million of goodwill amortization (prior to the adoption of SFAS No. 142 on January 1, 2002). These adjustments had no impact to the Company s earnings or cash flows for the periods presented herein. The Company has restated the presentation in its Consolidated Condensed Statement of Cash Flows to reflect income taxes payable to ABGI as effectively cash settled by the Company within operating cash flows with an equal offsetting adjustment to financing cash flows. The reclassification has been made to reflect the change in amounts due to ABGI on a net basis in financing activities in the statement of cash flows and has no effect on the net change in cash and cash equivalents. The following schedule presents the effect of the change in accounting principle and correcting these errors by financial statement line item: As Originally Correction Reported of Error As Restated Consolidated Balance Sheet as of December 31, 2005: Domestic Car Rental Goodwill $ 1,322 $ 32 $ 1,354 International Car Rental Goodwill Truck Rental Goodwill Total Goodwill 2, ,188 Additional Paid-in Capital 1, ,919 Retained Earnings 995 (9) 986 7

10 As Originally Change in Correction Reported Policy of Error As Restated Consolidated Statement of Cash Flow for the Nine Months Ended September 30, 2005: Deferred Income taxes $ 466 (385) $ - $ 81 Income taxes due from ABGI (378) 385 (7) - Net cash provided by operating activities 1,141 - (7) 1,134 Due from ABGI and affiliates, net (210) - 7 (203) Net cash provided by financing activities 1, ,144 Change in Accounting Policies during 2006 Stock-based Compensation. On January 1, 2003, ABGI adopted the fair value method of accounting for stockbased compensation of Statement of Financial Accounting Standards ( SFAS ) No. 123, Accounting for Stock- Based Compensation ( SFAS No. 123 ) and the prospective transition method of SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. Accordingly, ABGI allocated stock-based compensation expense to the Company for all employee stock awards that were granted or modified subsequent to December 31, In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, Share-Based Payment ( SFAS No. 123R ), which eliminates the alternative to measure stock-based compensation awards using the intrinsic value approach permitted by APB Opinion No. 25 and by SFAS No ABGI adopted SFAS No. 123R on January 1, 2006, as required. Because the Company was allocated stock-based compensation expense by ABGI for all outstanding employee stock awards prior to ABGI s adoption of SFAS No. 123R, the adoption of such standard by ABGI did not have a significant impact on the amount of stock-based compensation allocated to the Company by ABGI. Recently Issued Accounting Pronouncements In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans ("SFAS No. 158"). SFAS No. 158 requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company will adopt the provisions of SFAS No. 158 during fourth quarter 2006, as required, and is currently evaluating the impact of such adoption on its financial statements. In September 2006, The FASB issued SFAS No. 157, Fair Value Measurements which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principle ( GAAP ) and expands disclosure about fair value measurements. The statement is effective for fiscal years beginning after November 15, The Company will adopt this statement on January 1, 2008 and is currently evaluating the impact that FAS 157 may have on the Company s financial statements. In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ( FIN 48 ), which is an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48 provides measurement and recognition guidance related to accounting for uncertainty in income taxes. FIN 48 also requires increased disclosure with respect to the uncertainty in income taxes. The Company will adopt the provisions of FIN 48 on January 1, 2007, as required, and is currently evaluating the impact of such adoption on its financial statements. Separation plan In October 2005, the Board of Directors of ABGI preliminarily approved a plan to separate ABGI into four independent, publicly-traded companies one for each of ABGI s Hospitality Services (including Timeshare Resorts) (Wyndham Worldwide Corporation), Real Estate Services (Realogy Corporation), Travel Distribution Services (Travelport) and Vehicle Rental (Avis Budget Group, Inc.) businesses. The separation was originally expected to be effected through the spin-offs of Realogy Corporation, Wyndham Worldwide Corporation and Travelport. On April 24, 2006, ABGI announced a modification to its plan of separation. In addition to continuing to pursue its original plan to spin-off Travelport to its stockholders, ABGI would also evaluate opportunities for the sale of such business. 8

11 On July 31, 2006, ABGI completed the spin-offs of Realogy Corporation and Wyndham Worldwide Corporation in a tax-free distribution of one share each of Realogy and Wyndham common stock for every four and five shares, respectively, of outstanding Cendant common stock held on July 21, On August 23, 2006, ABGI completed the sale of Travelport for net proceeds of approximately $4.1 billion, of which approximately $1.8 billion was utilized to repay indebtedness related to Travelport. Pursuant to the Separation and Distribution Agreement, during 2006, ABGI distributed approximately $2.2 billion of such proceeds to Realogy and Wyndham. The Company continues to be wholly-owned by AGBI. In connection with the execution of the separation plan, the Company and/or its parent have entered into certain agreements with the separated businesses, including the following: Tax-sharing, in which responsibility for historical tax obligations has been apportioned and Realogy and Wyndham share responsibility for certain contingent tax liabilities; Cross-marketing, which seeks to contractually replicate the revenue synergies that have existed among the various businesses; Cross-indemnification, in which each entity retained responsibility for its own business liabilities, Realogy and Wyndham, which exclude the Company and its subsidiaries, assumed primary responsibility for certain contingent corporate-level liabilities and the benefit of certain contingent corporate-level assets were apportioned among the separated businesses; and Separation and transition services, which cover various logistical and administrative issues related to the separation, including short-term provision of information technology services and shared facilities. During the three months and nine months ended September 30, 2006, the Company incurred separation related charges of $20 million and $22 million, respectively, in connection with this plan, consisting primarily of various employee costs. In connection with the separation plan, during April 2006, the Company issued $1.0 billion of fixed and floating rate senior unsecured notes and borrowed $875 million under a new $2.4 billion secured facility consisting of a $1.5 billion revolving credit facility with a five-year maturity and a term loan of $875 million with a six-year maturity (see Note 6 Corporate debt for further information). 2. Acquisitions Assets acquired and liabilities assumed in business combinations were recorded on the Company s Consolidated Condensed Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Company s Consolidated Condensed Statements of Income since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to identifiable intangible assets and goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals and other analyses. During the nine months ended September 30, 2006, the Company acquired 15 licensees for $18 million in cash, resulting in trademark intangible assets of $15 million. These acquisitions were not significant individually or in the aggregate to the Company s results of operations, financial position or cash flows. 9

12 3. Intangible assets Intangible assets consisted of: As of September 30, 2006 As of December 31, 2005 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Amortized Intangible Assets Franchise agreements (a) $ 76 $ (16) $ 60 $ 76 $ (14) $ 62 Customer lists (b) 19 (5) (6) 14 $ 95 $ (21) $ 74 $ 96 $ (20) $ 76 Unamortized Intangible Assets Goodwill (c) $ 2,194 $ 2,188 Trademarks $ 667 $ 654 (a) (b) (c) Amortized over a period ranging from 2 to 40 years. Primarily amortized over 20 years. See footnote 1 for disclosure of goodwill restatement; such balance reflects the correction of this error. Amortization expense relating to franchise agreements and customer lists was less than $1 million for the three months ended September 30, 2006 and 2005, and $1 million and $2 million for the nine months ended September 30, 2006 and 2005, respectively. Based on the Company s amortizable intangible assets at September 30, 2006, the Company expects amortization expense of less than $1 million for the remainder of 2006 and approximately $3 million for each of the five succeeding fiscal years thereafter. The carrying amounts of goodwill were: As of As of September 30, December 31, 2006 (a) 2005 (a) Domestic Car Rental $ 1,355 $ 1,354 International Car Rental Truck Rental Total $ 2,194 $ 2,188 The increase in goodwill of $6 million primarily relates to tax adjustments to goodwill of licensees acquired between April 2005 and December (a) The balance reflects the correction of a prior period error (see Note 1 Basis of Presentation and Recently Issued Accounting Pronouncements). 4. Vehicle rental activities The components of vehicles, net within assets under vehicle programs were: As of As of September 30, December 31, Rental vehicles $ 8,284 $ 8,247 Vehicles held for sale ,514 8,412 Less: accumulated depreciation (979) (903) $ 7,535 $ 7,509 10

13 The components of vehicle depreciation and lease charges, net were: Three Months Ended Nine Months Ended September 30, September 30, Depreciation expense $364 $ 330 $ 1,027 $ 863 Lease charges (Gain)/Loss on sales of vehicles, net 7 (5) 9 (15) $ 383 $ 341 $ 1,077 $ Accrued liabilities Accrued liabilities and other consisted of: As of As of September 30, December 31, Payroll and related costs $ 129 $ 151 Unfavorable contracts and other acquisition reserves Legal and professional Other $ 492 $ Corporate debt Corporate debt consisted of: As of Maturity September 30, Date 2006 Floating rate term loan (a) April 2012 $ 856 Floating rate senior notes May ⅝% notes May ¾% notes May Total corporate debt $ 1,856 At September 30, 2006, the committed credit facilities available to the Company were as follows: Total Outstanding Letters of Available Capacity Borrowings Credit Issued Capacity $1.5 billion revolving credit facility (b) $ 1,500 $ - $ 413 $ 1,087 (a) (b) The balance as of September 30, 2006 includes $25 million due within the next twelve months. This secured revolving credit facility was entered into by the Company in April 2006, has a five year term and currently bears interest at one month LIBOR plus 125 basis points. In connection with the Company s execution of the separation, Avis Budget Car Rental, LLC, borrowed $1,875 million in April 2006, which consisted of (i) $1,000 million of unsecured fixed rate notes and floating rate senior notes and (ii) an $875 million secured floating rate term loan with a six year maturity under a $2.4 billion senior credit facility, which includes of a $1.5 billion revolving credit facility with a five year maturity. The floating rate term loan and floating rate senior notes bear interest at three month LIBOR plus 125 basis points and three month LIBOR plus 250 basis points, respectively. The Company utilized the proceeds from the issuance of the fixed and floating rate notes and secured credit facility to repay approximately $1.8 billion of outstanding debt under its vehicle financing programs. During April 2006, the Company entered into a series of fixed interest rate swaps to hedge substantially all of the interest rate exposure associated with borrowings under its $875 million term loan. 11

14 The above debt agreements contain restrictive covenants, including restrictions on dividends paid to the Company by certain of its subsidiaries, the incurrence of indebtedness by the Company and certain of its subsidiaries, mergers, liquidations, and sale and leaseback transactions. The credit facility also requires the maintenance of certain financial ratios. As of September 30, 2006, the Company is in compliance with all such covenants. 7. Vehicle-backed debt Vehicle-backed debt (including related party debt due to Avis Budget Rental Car Funding (AESOP) LLC ( Avis Budget Rental Car Funding )), formerly named Cendant Rental Car Funding (AESOP) LLC, consisted of: As of As of September 30, December 31, Debt due to Avis Budget Rental Car Funding (a) $ 5,057 $ 6,932 Budget Truck financing: HFS Truck Funding program Budget Truck Funding program Capital leases (b) Other (c) $ 6,063 $ 7,884 (a) (b) (c) The change in the balance at September 30, 2006 principally reflects the payment of vehicle-backed notes with a portion of the proceeds from the issuance of $1,875 million of fixed and floating rate notes by Avis Budget Car Rental, LLC in April 2006 (see Note 6 Corporate debt). The change in the balance at September 30, 2006 principally reflects a $57 million repurchase from lessors who elected to terminate leases early in connection with Cendant s separation. The change in the balance at September 30, 2006 primarily reflects incremental borrowings under the Company s bank loan and commercial paper conduit facilities to support the acquisition of vehicles in its international rental operations. Vehicle-backed debt maturities and covenants The estimated maturities of the Company s vehicle-backed debt (including related party debt due to Avis Budget Rental Car Funding) and minimum payments under capital lease arrangements relating to Budget Truck financing at September 30, 2006 are as follows: Vehicle- Backed Capital Debt Leases Total Within 1 year $ 1,124 $ 53 $ 1,177 Between 1 and 2 years 1, ,892 Between 2 and 3 years Between 3 and 4 years Between 4 and 5 years Thereafter $ 5,794 $ 269 $ 6,063 Debt agreements under certain of the Company s vehicle-backed funding programs contain restrictive covenants, including incurrence of indebtedness, mergers, limitations on liens, liquidations, and sale and leaseback transactions, and also require the maintenance of certain financial ratios. As of September 30, 2006, the Company is in compliance with all such covenants. 12

15 As of September 30, 2006, available funding under the Company s vehicle-backed debt programs (including related party debt due to Avis Budget Rental Car Funding and its capital lease arrangements) consisted of: Total Outstanding Available Capacity (a) Borrowings Capacity Debt due to Avis Budget Rental Car Funding (b) $ 6,832 $ 5,057 $ 1,775 Budget Truck financing: HFS Truck Funding program (c) Budget Truck Funding program (d) Capital leases (e) Other (f) $ 8,218 $ 6,063 $ 2,155 (a) (b) (c) (d) (e) (f) Capacity is subject to maintaining sufficient assets to collateralize debt. The outstanding debt is collateralized by approximately $7.2 billion of underlying vehicles (the majority of which are subject to manufacturer repurchase obligations) and related assets. The outstanding debt is collateralized by $50 million of underlying vehicles and related assets. The outstanding debt is collateralized by $149 million of underlying vehicles and related assets. In connection with these capital leases, there are corresponding unamortized assets of $269 million classified within vehicles, net on the Company s Consolidated Condensed Balance Sheet as of September The outstanding debt is collateralized by $768 million of underlying vehicles and related assets. 8. Accumulated other comprehensive income Accumulated other comprehensive income consisted of: Unrealized Minimum Accumulated Currency Gains on Pension Other Translation Cash Flow Liability Comprehensive Adjustments Hedges Adjustments Income Balance, December 31, 2005 $ 54 $ 41 $ (26) $ 69 Current period change 5 (10) (3) (8) Balance, September, 2006 $ 59 $ 31 $ (29) $ 61 All components of accumulated other comprehensive income are net of tax except currency translation adjustments, which exclude income taxes related to indefinite investments in foreign subsidiaries. 9. Stock-based compensation ABGI allocated pretax stock-based compensation expense to the Company of $20 million and $2 million ($13 million and $2 million, after tax) during third quarter 2006 and 2005, respectively, and $25 million and $6 million ($16 million and $4 million, after tax) during the nine months ended September 30, 2006 and 2005, respectively. The expense recorded in the three and nine months ended September 30, 2006 includes a pretax charge of $17 million, primarily related to the accelerated vesting of previously outstanding RSUs and stock options, as a result of the separation of Cendant. Such compensation expense relates to all unvested options and RSUs that were previously granted to the Company s employees. As of January 1, 2005, there were no outstanding awards for which stock-based compensation expense is not reflected within reported net income; accordingly, pro forma information is not presented. 13

16 The balances and activity of ABGI s stock option and RSU plans under which the Company s employees were granted associated awards consisted of (in thousands): Nine Months Ended September 30, 2006 RSUs Options Weighted Weighted Average Average Number Grant Number Exercise of RSUs (c) Price of Options (d) Price Balance at January 1, $ * 600 $ Granted at fair market value Vested/exercised (a) (12) * (6) Cancelled (257) * (39) Transferred 539 * Balance at September 30, 2006 (b) 1,334 $ $ * Not meaningful due to the impact of the separation on the weighted average grant price of RSUs. (a) The intrinsic value of options exercised during the nine months ended 2006 was insignificant. (b) As of September 30, 2006, the aggregate intrinsic value of the Company s outstanding in the money stock options was insignificant. RSUs outstanding as of September 30, 2006 had aggregate intrinsic value of $24 million. Aggregate unrecognized compensation expense related to outstanding stock options and RSUs amounted to $29 million as of September 30, (c) As a result of the separation, approximately 0.3 million RSUs outstanding and granted by ABGI to the Company s employees were cancelled. Also as a result of the separation, 0.1 million RSUs granted by ABGI to the Company s employees converted into shares of Avis Budget common stock, Realogy common stock and Wyndham common stock. (d) All options outstanding as of September 30, 2006 are exercisable and have a weighted average remaining contractual life of 3 years. 10. Commitments and contingencies Commitments to purchase vehicles The Company maintains agreements with vehicle manufacturers which require the Company to purchase approximately $9.3 billion of vehicles from these manufacturers over the next two years. These commitments are subject to the vehicle manufacturers satisfying their obligations to repurchase vehicles from the Company under the relevant repurchase agreements. The Company s featured suppliers for the Avis and Budget brands are General Motors Corporation and Ford Motor Company, respectively. The purchase of such vehicles is financed primarily through the issuance of vehicle-backed debt in addition to cash received upon the sale of vehicles under repurchase programs. Concentrations There were no significant concentrations of credit risk with any individual counterparties or groups of counterparties at September 30, 2006 or December 31, 2005, other than risks related to the Company s repurchase agreements with automobile manufacturers. Such risks relate principally to the vehicles subject to repurchase agreements with General Motors Corporation and Ford Motor Company and with respect to program cars that were sold and returned to the car manufacturers but for which the Company has not yet received payment. Litigation contingencies The Company is involved in pending litigation in the usual course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company s Consolidated Financial Statements. Standard guarantees/indemnifications In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party, among other things, for breaches of representations and warranties. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases and sales of assets or businesses, (ii) leases of real estate, (iii) use of derivatives, and (iv) issuances of debt. 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) financial institutions in credit facility arrangements and derivative contracts, and (iv) underwriters or placement agents in 14

17 debt issuances. In addition, these parties are also indemnified against potential third party claims resulting from the transaction that is contemplated in the underlying agreement. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are often no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made. The liability recorded by the Company in connection with these guarantees was insignificant as of September 30, Legal settlement During February 2006, the Company settled a litigation matter with respect to claims made by a purchaser of a business sold by the Company prior to ABGI s acquisition of the Company in The amount awarded for the settlement had been fully reserved for in connection with the acquisition. The settlement was paid by ABGI in May The cash outflows of $95 million associated with such settlement are recorded within the payment for purchase of rental car licensees and acquisition-related payments line item on the accompanying Consolidated Condensed Statement of Cash Flows. 11. Related party transactions As a subsidiary of ABGI, the Company is involved in various relationships with ABGI and its other disposed subsidiaries as of September 30, During third quarter 2006, the Company recorded a non-cash capital contribution of $47 million, which represents the elimination of net amounts the Company owed to Realogy, Wyndham and Travelport as of their respective dates of disposition by ABGI. Income taxes The Company generated net operating loss carry-forwards primarily in connection with accelerated tax depreciation on its rental vehicles. ABGI utilizes portions of such net operating loss carry-forwards, which represents the principal change in the Company's deferred income tax assets from December 31, 2005 to September 30, The company s effective tax rate from continuing operations for the three and nine months ended September 30, 2006 is 81.5% and 55.9%, respectively. Such rate differs from the Federal statutory rate of 35.0% primarily due to the non-deductibility of certain separation related costs. In addition, the Company established a valuation allowance related to state deferred tax assets resulting from the restructuring of the consolidated income tax group. Transactions with ABGI The Company is allocated general corporate overhead expenses from ABGI for corporate-related functions based on a percentage of the Company s forecasted revenues. General corporate overhead expense allocations include executive management, tax, accounting, legal and treasury services, certain employee benefits, and real estate usage for common space. The Company was allocated $16 million and $14 million for the three months ended September 30, 2006 and 2005, respectively, and $48 million and $42 million for the nine months ended September 30, 2006 and 2005, respectively, of general corporate expenses from ABGI, which are included within the general and administrative expenses line item on the accompanying Consolidated Condensed Statements of Income. ABGI also incurs certain expenses on behalf of the Company. These expenses, which directly benefit the Company, are allocated to the Company in accordance with various intercompany agreements, which are based upon factors such as square footage, headcount and actual utilization of the services. Direct allocations include costs associated with human resources, insurance, facilities, finance, treasury, marketing, purchasing and corporate real estate. The Company was allocated $10 million and $8 million for the three months ended September 30, 2006 and 2005, respectively, and $30 million and $31 million for the nine months ended September 30, 2006 and 2005, respectively, of expenses directly benefiting the Company, which are included 15

18 within the general and administrative expenses line item on the accompanying Consolidated Condensed Statements of Income. The Company believes the assumptions and methodologies underlying the allocations of general corporate overhead and direct expenses from ABGI are reasonable. However, such expenses are not indicative of, nor is it practical or meaningful for the Company to estimate for all historical periods presented, the actual level of expenses that might have been incurred had the Company been operating as an independent company. In addition to allocations received from ABGI, the Company earns revenue and incurs expenses in connection with the following business activities conducted with ABGI and its existing and former subsidiaries: (i) maintaining marketing agreements with ABGI s former timeshare resorts business whereby the Company permits ABGI s former timeshare resorts business to market its services to callers to the Company s contact centers; (ii) maintaining marketing agreements with ABGI s former lodging business whereby ABGI s former lodging business permits the Company to market its products to customers calling into the lodging reservation system; (iii) utilizing ABGI s former relocation services business for employee relocation services, including relocation policy management, household goods moving services and departure and destination real estate related services; (iv) utilizing corporate travel management services of ABGI s former travel distribution business; and (v) providing car rental services to all of ABGI s employees. In connection with these activities, the Company incurred net expenses of $3 million and $3 million for the three months ended September 30, 2006 and 2005, respectively, and $9 million and $8 million for the nine months ended September 30, 2006 and 2005, respectively, which approximates the net fair value of the services provided by or to the Company. ABGI and its former travel distribution business provide the Company with certain information technology support, software, hardware and telecommunications services, primarily from a data center in Greenwood Village, Colorado and through contracts with third party licensors and hardware and service providers. ABGI has allocated the costs for these services to the Company based on the actual usage and the level of support the Company receives from ABGI and its service providers using pre-determined rates. The Company incurred information technology expenses of $4 million and $15 million for the three months ended September 30, 2006 and 2005, respectively, and $30 million and $40 million for the nine months ended September 30, 2006 and 2005, respectively. The Company incurred telecommunications expenses of $2 million and $7 million for the three months ended September 30, 2006 and 2005, respectively, and $15 million and $22 million for the nine months ended September 30, 2006 and 2005, respectively. All such expenses approximate the net fair value of the goods and services provided to the Company. The Company has entered into a global distribution system agreement with ABGI s former travel distribution business in which the Company provides car rental rates for distribution through its global distribution system and tour package programs. Under this agreement, the Company pays a negotiated fee to Galileo, a subsidiary of ABGI s former travel distribution business, for each car rental reservation booked through its global distribution system. In connection with this agreement, the Company incurred expenses of approximately $2 million and $3 million for the three months ended September 30, 2006 and 2005, respectively, and $7 million and $8 million for the nine months ended September 30, 2006 and 2005, respectively. Included within total expenses on the Company s Consolidated Condensed Statements of Income are the following items charged by ABGI and its former affiliates: Three Months Ended Nine Months Ended September 30, September 30, Rent, corporate overhead allocations and other (a),(c) $ 28 $ 25 $ 86 $ 81 Information technology and telecommunications (a),(c) Reservations (a),(c) Interest income on amounts due from ABGI and former affiliates, net (b),(c) - (9) (22) (17) Total $ 36 $ 41 $ 117 $ 134 (a) (b) Included within selling, general and administrative on the Company s Consolidated Condensed Statement of Income. Included within corporate interest, net on the Company s Consolidated Condensed Statements of Income. Includes $8 million for the three months ended September 30, 2005, and $21 million and $15 million for the nine months ended September 30, 2006 and 2005, respectively, of intercompany interest income with ABGI related to tax benefits and working capital advances. The remaining balances relate to other intercompany activity with former affiliates of ABGI. 16

19 (c) Activity with Realogy, Wyndham, and Travelport (see Note 1 Basis of Presentation and Recently Issued Accounting Pronouncements) is reflected through their respective dates of disposition. Due from ABGI Corporation and affiliates, consisted of: September 30, December 31, Due from ABGI income taxes (a) $ 626 $ 508 Due from/(to) ABGI working capital and trading, net (b) Due from ABGI other - 42 Total due from ABGI Corporation and affiliates, net $ 764 $ 802 (a) (b) Represents amount due from ABGI for income taxes primarily as a result of the Company s inclusion in ABGI s consolidated federal tax return. The income tax receivable resulted primarily from the benefits received on accelerating tax depreciation on vehicle related assets during Represents net advances of excess working capital between the Company and ABGI. For September 2006, the balance of Realogy, Wyndham and Travelport were eliminated at their respective dates of disposition. Capital contribution In anticipation of the spin-off of its Hospitality business, ABGI contributed certain assets and cash with a net book value of $15 million to the Company during the second quarter of As discussed above, the Company recorded a non-cash capital contribution of $47 million related to Realogy, Wyndham and Travelport disposition. 12. Segment information The reportable segments presented below represent the Company s operating segments for which separate financial information is available and utilized on a regular basis by its chief executive officer to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon revenue and EBITDA, which is defined as income before income taxes, nonvehicle depreciation and amortization and interest on corporate debt, net (other than intercompany interest related to tax benefits and working capital advances). The Company s presentation of EBITDA may not be comparable to similarly-titled measures used by other companies. Domestic International Truck Car Rental Car Rental Rental Total Three months ended September 30, 2006 Revenues (a) $ 1,190 $ 222 $ 141 $ 1,553 EBITDA Three months ended September 30, 2005 Revenues (a) $ 1,169 $ 192 $ 169 $ 1,530 EBITDA Nine months ended September 30, 2006 Revenues (a) $ 3,366 $ 574 $ 371 $ 4,311 EBITDA Nine months ended September 30, 2005 Revenues (a) $ 3,100 $ 488 $ 419 $ 4,007 EBITDA (a) Inter-segment total revenues were not significant to the revenue of any one segment. Provided below is a reconciliation of EBITDA to income before income taxes. Three Months Ended Nine Months Ended September 30, September 30, EBITDA $ 121 $ 173 $ 286 $ 367 Less: Non-vehicle related depreciation and amortization Corporate interest, net (a) Income before income taxes $ 65 $ 150 $ 161 $