Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 11-K

 

x

  

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 
   For the fiscal year ended December 31, 2011  
   OR  

¨

  

TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

 

Commission File No. 1-10308

 

 

 

A. Full title of the plan and address of the plan, if different from that of the issuer named below:

 

 

AB Car Rental Services, Inc.

Retirement Savings Plan

For Bargaining Hourly Employees

 

 

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Avis Budget Group, Inc.

6 Sylvan Way

Parsippany, New Jersey 07054

 

 

 


Table of Contents

AB CAR RENTAL SERVICES, INC.

RETIREMENT SAVINGS PLAN FOR BARGAINING HOURLY EMPLOYEES

TABLE OF CONTENTS

 

 

 

      Page  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     2   

FINANCIAL STATEMENTS:

  

Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010

     3   

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2011

     4   

Notes to Financial Statements

     5   

SUPPLEMENTAL SCHEDULES:

  

Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) as of December  31, 2011

     12   

SIGNATURE

     13   

EXHIBIT 23.1 – CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – J.H. Cohn LLP

     14   

 

 

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Administrator, Trustee and Participants of the

AB Car Rental Services, Inc. Retirement Savings Plan For Bargaining Hourly Employees

 

We have audited the accompanying statements of net assets available for benefits of the AB Car Rental Services, Inc. Retirement Savings Plan For Bargaining Hourly Employees (the “Plan”) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the AB Car Rental Services, Inc. Retirement Savings Plan For Bargaining Hourly Employees as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the 2011 basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the 2011 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the 2011 basic financial statements taken as a whole.

 

/s/ J.H. Cohn LLP

Roseland, New Jersey

June 26, 2012

 

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AB CAR RENTAL SERVICES, INC.

RETIREMENT SAVINGS PLAN FOR BARGAINING HOURLY EMPLOYEES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2011 AND 2010

 

 

 

     2011     2010  
ASSETS:     

Participant-directed investments at fair value:

    

Cash and cash equivalents

   $ 219,056      $ 45,172   

Mutual funds

     15,413,075        15,950,280   

Common/collective trusts

     16,394,887        16,009,480   

Avis Budget Group, Inc. common stock

     616,686        794,573   
  

 

 

   

 

 

 

Total investments

     32,643,704        32,799,505   
  

 

 

   

 

 

 

Receivables:

    

Notes receivable from participants

     1,975,423        1,946,001   

Participant contributions

     70,441        70,015   

Employer contributions

     11,132        7,834   

Interest and dividends

     216        214   
  

 

 

   

 

 

 

Total receivables

     2,057,212        2,024,064   
  

 

 

   

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE

     34,700,916        34,823,569   

Adjustments from fair value to contract value for fully benefit-responsive investment contracts

     (383,021     —     
  

 

 

   

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

     $ 34,317,895      $  34,823,569   
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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AB CAR RENTAL SERVICES, INC.

RETIREMENT SAVINGS PLAN FOR BARGAINING HOURLY EMPLOYEES

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2011

 

 

 

Net investment loss:

  

Dividends

   $  310,915   

Interest

     4,124   

Net depreciation in fair value of investments

     (629,113
  

 

 

 

Net investment loss

     (314,074

Interest income on notes receivable from participants

     87,934   

Contributions:

  

Participants

     2,376,509   

Employer

     329,979   

Rollovers

     813   
  

 

 

 

Total contributions

     2,707,301   

Net transfers of participant account balances from affiliated plans

     1,074,018   
  

 

 

 

Total additions

     3,555,179   

Benefits paid to participants

     4,051,081   

Administrative expenses

     9,772   
  

 

 

 

Total deductions

     4,060,853   

NET DECREASE IN ASSETS

     (505,674
NET ASSETS AVAILABLE FOR BENEFITS:   

BEGINNING OF YEAR

     34,823,569   
  

 

 

 

END OF YEAR

   $  34,317,895   
  

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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AB CAR RENTAL SERVICES, INC.

RETIREMENT SAVINGS PLAN FOR BARGAINING HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

 

 

1. DESCRIPTION OF THE PLAN

The following description of the AB Car Rental Services, Inc. Retirement Savings Plan for Bargaining Hourly Employees (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description or the Plan document, which are available from AB Car Rental Services, Inc. (the “Company”) for a more complete description of the Plan’s provisions. The Company is a wholly-owned subsidiary of Avis Budget Group, Inc. (“ABGI”).

The Plan is a defined contribution plan that provides Internal Revenue Code (“IRC”) Section 401(k) employee salary deferral benefits and additional employer contributions for the Company’s eligible employees. The Avis Budget Group, Inc. Employee Benefits Committee is the Plan administrator (“Plan Administrator”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Merrill Lynch Trust Company FSB (the “Trustee”) is the Plan’s trustee.

The following is a summary of certain Plan provisions:

Eligibility – Each employee of the Company, who as of March 31, 2004 was eligible to participate in a qualified defined contribution plan of an ABGI subsidiary, became an eligible participant on the later of (i) April 1, 2004 or (ii) the date that such employee ceased participation in such other qualified defined contribution plan. Employees who are members of the collective bargaining unit covered by a collective bargaining agreement between such unit and the Company are eligible to participate in the plan upon attainment of age 21 and completion of one year of service (a year of service means the completion of at least 1,000 hours of service during the first twelve months of employment or the completion of at least 1,000 hours in any Plan year that follows the employment date).

Participant Contributions – Participants may elect to make pre-tax contributions up to 16% of pre-tax annual compensation, up to the statutory maximum of $16,500 for 2011. In addition, employees participating in the Plan may make additional contributions from 1% to 10% of specified compensation on a current, after-tax basis, subject to certain limitations imposed by law. Certain eligible participants (age 50 and over) are permitted to contribute an additional $5,500 as a catch up contribution, resulting in a total pre-tax contribution of $22,000 for 2011.

Employer Contributions – The Plan permits employer and/or employer matching contributions in accordance with the terms of the collective bargaining agreement in effect for the Plan year with respect to the collective bargaining unit of which the participant is a member.

Rollovers – All employees, upon commencement of employment, are provided the option of making a rollover contribution into the Plan in accordance with IRS regulations.

Investments – Participants direct the investment of contributions to various investment options and may reallocate investments among the various funds or change future contributions on a daily basis. A fund reallocation must be in 1% increments and is limited to one reallocation per day, subject to restrictions imposed by the mutual fund companies to curb short-term trading. Participants should refer to the Plan document regarding investments in Company common stock. Participants should refer to each fund’s prospectus for a more complete description of the risks and restrictions associated with each fund.

Vesting – At any time, participants are 100% vested in their pre-tax and after tax contributions to the Plan plus actual earnings thereon. Employer contributions vest at a rate of 20% per year and are fully vested upon 5 years of service.

 

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Notes Receivable from Participants – Participants may borrow, in the form of a loan, from their fund accounts up to the lesser of $50,000 or 50% of their account balance provided the account balance is at least $2,000. The notes are secured by the balance in the participant’s vested account balance and bear interest at rates commensurate with local prevailing rates as determined quarterly by the Plan Administrator. Note repayments are made through payroll deductions over a period not to exceed 5 years, unless the proceeds of the note are used to purchase the principal residence of the participant, in which case the term is not to exceed 15 years. Notes receivable from participants, which are secured by the borrowing participant’s vested account balance, are valued at the outstanding principal balance plus any accrued and unpaid interest.

Participant Accounts – A separate account is maintained for each participant. Each participant’s account is credited with the participant’s contributions and an allocation of Plan earnings including interest, dividends and net realized and unrealized appreciation in fair value of investments. Each participant’s account is also charged with an allocation of net realized and unrealized depreciation in fair value of investments and certain administrative expenses. Allocations are based on earnings or participant account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Payment of Benefits to Participants – Distribution of the participant’s account may be made in a lump sum payment upon retirement, death or disability, or upon termination of employment. Participants are entitled to withdraw certain portions of their vested balance. Participants are permitted to process in-service withdrawals, in accordance with Plan provisions, upon attaining age 59 1/2 or for hardship in certain circumstances, as defined in the Plan document, before that age.

Forfeited Accounts – Forfeited balances of terminated participants’ non-vested accounts are first used to pay Plan expenses, if any, and then to decrease employer contributions. As of December 31, 2011 and 2010, forfeited account balances amounted to $45 and $13,882, respectively. During 2011, $16,782 of forfeited non-vested accounts were used to reduce employer contributions.

Administrative Expenses – Administrative expenses of the Plan may be paid by the Company; otherwise such expenses are paid by the Plan. Fees for participants’ distributions, withdrawals, loans and similar expenses are paid by the Plan.

Transfers from Affiliated Plans – Net transfers of participants account balances from affiliated plans totaled $1,074,018 for the year ended December 31, 2011.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting – The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and related disclosures. Actual results could differ from those estimates.

Risks and Uncertainties – The Plan invests in various securities, including mutual funds, common/collective trusts and Avis Budget Group, Inc. common stock. Investment securities are exposed to various risks, such as interest rate and credit risks and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes would materially affect participant account balances and the amounts reported in the financial statements.

Cash and Cash Equivalents – The Plan considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Investment Contracts – In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) topic 962, Plan Accounting — Defined Contribution Plans, investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-

 

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contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the ASC, the Statements of Net Assets Available for Benefits present investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit- responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Valuation of Investments and Income Recognition – The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Mutual funds are valued at the quoted market price, which represents the net asset value of shares held by the Plan at year-end. Common/collective trusts are valued at the net asset value of the shares held by the Plan at year-end, which is based on the fair value of the underlying assets.

One of the Plan’s current common/collective trust investments is the Wells Fargo Stable Return Fund and in 2010 was the Merrill Lynch Retirement Preservation Trust (“MLPT”). Effective October 6, 2010, the Trustee of the MLPT approved a resolution to terminate the MLPT and commence liquidation of its assets. The MLPT changed from a stable value fund to a short-term bond fund. Prior to its liquidation, the MLPT invested in traditional guaranteed investment contracts (“traditional GICs”) and wrapped portfolios of fixed income investments (“synthetic GICs”). The Wells Fargo Stable Return Fund invests in investment contracts issued by highly rated companies. These include Guaranteed Investment Contracts (“GICs”), synthetic GICs and cash equivalents. Traditional GICs are unsecured, general account obligations of insurance companies or banks and are collaterized by the assets of the insurance company or bank. A security-backed contract consists of a portfolio of securities and a benefit responsive, contract value wrap contract purchased for the portfolio. The wrap contract amortizes gains and losses of the underlying securities over the portfolio duration, and assures that contract value; benefit responsive payments will be made for participant directed withdrawals. Wrap contracts are issued by financially responsible third parties, typically banks, insurance companies, or other financial services institutions and are designed to allow a stable asset fund to maintain a stable contract value and to protect a fund in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to pay a fund the difference between the contract value and the market value of the underlying assets for participant directed redemptions once the market value has been totally exhausted.

Wrap contracts accrue interest using a formula called the “crediting rate.” The crediting rate is primarily based on the current yield-to-maturity of the covered investments, plus or minus amortization of the difference between the market value and contract value of the covered investments over the duration of the covered investments at the time of computation. The crediting rate can be adjusted periodically and is usually adjusted either monthly or quarterly, but in no event is the crediting rate less than zero. The crediting rate on traditional GICs is typically fixed for the life of the investment. The crediting rate on synthetic GICs is typically reset every month or quarter based on the contract value of the contract, the market yield of the underlying assets, the market value of the underlying assets and the average duration of the underlying assets.

Certain events limit the ability of the Plan to transact at contract value with the insurance companies and financial institution issuers of traditional GICs or synthetic GICs. Such events include the following: (i) layoffs, (ii) bankruptcy, (iii) plant closings, (iv) plan termination or mergers, (v) early retirement incentive, (vi) employee communications designed to induce participants to transfer from the fund, or (vii) competing fund transfer or violation of equity wash or equivalent rules in place and changes of qualification status of employer or plan. As of December 31, 2011, the Plan administrator does not believe that the occurrence of an event that would limit the Wells Fargo Stable Return Fund’s ability to transact at contract value with participants is probable.

The fair value of the underlying debt securities is valued at the last available bid price in over the counter markets or on the basis of values obtained by independent valuation groups. Traditional GICs are valued using a discounted cash flow methodology, synthetic GICs are valued on a monthly basis per the terms of the applicable contract using valuations provided by a pricing service approved by the Trustee, and the fair value of the wrap contracts is determined using a market approach discounting methodology. The investment contracts are valued at fair value of the underlying investments and then adjusted by the issuer to contract value.

 

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Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. The fair value recorded in the Plan’s financial statements for such funds was $15,104,011 and $14,929,996 at December 31, 2011 and 2010, respectively. The average yield earned by the Wells Fargo Stable Return Fund and the MLPT calculated based on the change in the net asset value between the beginning and the end of the year was 1.56% and 1.89% for the years ended December 31, 2011 and 2010, respectively. The average yield earned with an adjustment to reflect the actual interest rate credited to participants was 2.33% and 1.51% for the years ended December 31, 2011 and 2010, respectively.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date and interest is recorded when earned. The accompanying Statement of Changes in Net Assets Available for Benefits presents net depreciation in fair value of investments, which includes unrealized gains and losses on investments held at December 31, 2011, realized gains and losses on investments sold during the year then ended and management and operating expenses associated with the Plan’s investments in mutual funds and common/collective trusts.

Management fees and operating expenses charged to the Plan for investments in the mutual funds and common/collective trusts are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Benefit Payments – Benefits paid to participants are recorded upon distribution. Amounts allocated to accounts of participants who have elected to withdraw from the Plan, but have not yet received payments from the Plan, totaled $6,536 and $44,957 at December 31, 2011 and 2010, respectively.

 

Accounting Pronouncements Adopted During 2011

In May 2011, The FSB issued Accounting Standards Update (“ASU”) No. 2011-4, “Fair Value Measurements” (“ASU 2011-4”). ASU 2011-4 clarifies the application of existing fair value measurement requirements and results in common measurements and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). The Plan adopted this guidance, as required, and it did not have a significant impact on its financial statements.

 

 

3. INVESTMENTS

The following tables present investments at fair value that represent five percent or more of the Plan’s net assets available for benefits as of December 31:

 

     2011  

Wells Fargo Stable Return Fund

   $ 15,104,011   

PIMCO Total Return Fund

     3,325,438   

American Growth Fund of America

     2,408,927   

The Oakmark Equity and Income Fund

     2,000,305   

Davis NY Venture Fund

     1,807,186   
     2010  

Merrill Lynch Retirement Preservation Trust (a)

   $  14,929,996   

PIMCO Total Return Fund

     3,297,440   

American Growth Fund of America

     2,610,003   

Davis NY Venture Fund

     2,123,899   

The Oakmark Equity and Income Fund

     1,876,699   

 

  (a) 

Permitted party-in-interest.

 

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During 2011, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in fair value, as follows:

 

     2011  

Mutual funds

   $ (524,834
Common stock (a)      (246,758

Common/collective trusts

     142,479   
  

 

 

 
   $ (629,113 )
  

 

 

 

 

  (a) 

Consists of common stock of Avis Budget Group, Inc.

 

 

4. FEDERAL INCOME TAX STATUS

The IRS determined and informed the Company by letter dated March 6, 2006 that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving this determination letter. However, the Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Accounting principles generally accepted in the United States of America require Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS or Treasury. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there were no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2008.

 

5. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

A portion of the Plan’s investments represents shares in funds managed by Merrill Lynch Trust Company FSB, the Trustee of the Plan. Therefore, these transactions qualify as exempt party-in-interest transactions.

At December 31, 2011 and 2010, the Plan held 57,527 and 51,065 shares, respectively, of Avis Budget Group, Inc. common stock with a cost basis of $365,020 and $215,984, respectively. During 2011 and 2010, the Plan did not receive any dividends from ABGI, which is the parent company of the sponsoring employers.

 

 

6. PLAN TERMINATION

Although the Company has not expressed any intention to do so, the Company reserves the right to modify, suspend, amend or terminate the Plan in whole or in part at any time subject to the provisions of ERISA. If the Plan is terminated, the amounts credited to the employer contribution accounts of all participants become fully vested.

 

 

7. RECONCILIATION TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 as of December 31:

 

         2011     2010  
Net assets available for benefits per the financial statements    $  34,317,895      $  34,823,569   

Less:

  Amounts allocated to withdrawing participants      (6,536     (44,957

Add:

  Adjustment from contract value to fair value for fully benefit-responsive investment contracts      383,021        —     
    

 

 

   

 

 

 
Net assets available for benefits per Form 5500    $ 34,694,380      $  34,778,612   
    

 

 

   

 

 

 

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2011 to Form 5500:

 

Benefits paid to participants per the financial statements

   $  4,051,081   

Less:

  Certain deemed distributions of notes receivable from participants      (131,142
  Corrective distributions      (8,119
  Amounts allocated to withdrawing participants at December 31, 2010      (44,957

Add:

  Amounts allocated to withdrawing participants at December 31, 2011      6,536   
    

 

 

 

Benefits paid to participants per Form 5500

   $  3,873,399   
    

 

 

 

 

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Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2011, but not yet paid as of that date.

The following is a reconciliation of changes in net assets available for benefits per the financial statements for the year ended December 31, 2011 to the net loss per Form 5500:

 

Decrease in net assets available for benefits per the financial statements

   $ (505,674

Less:

  Amounts allocated to withdrawing participants at December 31, 2011      (6,536
  Transfer of assets to the Plan (Reflected in line L- Transfer of assets-of Form 5500)      (864,989

Add:

  December 31, 2011 adjustment for contract value to fair value      383,021   
  Amounts allocated to withdrawing participants at December 31, 2010      44,957   
    

 

 

 

Net loss per Form 5500

   $ (949,221
    

 

 

 

 

 

8. FAIR VALUE MEASUREMENTS

The Plan measures certain financial assets and liabilities at fair value in accordance with FASB ASC topic 820, Fair Value Measurements, which requires the Plan to classify its investments into (i) Level 1, which refers to securities valued using quoted prices from active markets for identical assets, includes the common stock of publicly traded companies, mutual funds with quoted market prices and common/collective trusts with quoted market prices which operate similar to mutual funds, (ii) Level 2, which refers to securities for which significant other observable market inputs are readily available, including common/collective trusts for which quoted market prices are not readily available and (iii) Level 3, which refers to securities valued based on significant unobservable inputs. See Note 2—Summary of Significant Accounting Policies for the Plan’s valuation methodology used to measure fair value.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at December 31, 2011 and 2010.

 

   

Avis Budget Group, Inc. common stock – The fair value of Avis Budget Group common stock is valued at the closing price reported on the active markets on which the security is traded. As such, these assets are classified as Level 1.

   

Mutual funds – Valued at the NAV of shares held by the Plan at year end. NAV is derived by the quoted prices of underlying investments and are classified as Level 1.

   

Common/collective trusts – are valued based on the net asset value (“NAV”) of units held by the Plan at year-end. Although the common/collective trusts are not available in an active market, the NAV of the units are approximated based on the quoted prices of the underlying investments that are traded in an active market. The Company has no unfunded commitments related to any of these investments and there are no Plan initiated redemption restrictions on these investments. There are no redemption restrictions on the participant’s holdings in these investments. These assets are classified as Level 2.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

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The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2011:

 

Asset Class

   Level 1      Level 2      Total  

Common stock

   $  616,686       $ —         $  616,686   
Mutual funds:         —        

Large-cap growth

     3,471,326         —           3,471,326   

Large-cap value

     793,063         —           793,063   

Large-cap blend

     3,807,491         —           3,807,491   

Mid-cap growth

     441,743         —           441,743   

Mid-cap value

     394,604         —           394,604   

Small-cap growth

     344,176         —           344,176   

Small-cap blend

     836,524         —           836,524   

Foreign large-cap blend

     1,217,485         —           1,217,485   

Bond funds

     3,555,906         —           3,555,906   

Inflation protected Bonds

     98,209         —           98,209   

Real estate

     452,548         —           452,548   
Common/collective trusts:         

Short-term investments

     —           15,104,011         15,104,011   

Large-cap blend

     —           526,329         526,329   

Foreign large-cap blend

     —           322,673         322,673   

Emerging markets

     —           441,874         441,874   
  

 

 

    

 

 

    

 

 

 

Total

   $  16,029,761       $  16,394,887         $ 32,424,648   
  

 

 

    

 

 

    

 

 

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2010:

 

Asset Class

   Level 1      Level 2      Total  

Common stock

   $  794,573       $ —         $  794,573   
Mutual funds:         

Large-cap growth

     3,714,956         —           3,714,956   

Large-cap value

     799,443         —           799,443   

Large-cap blend

     4,000,598         —           4,000,598   

Mid-cap growth

     566,650         —           566,650   

Mid-cap value

     336,837         —           336,837   

Small-cap growth

     296,604         —           296,604   

Small-cap blend

     885,123         —           885,123   

Foreign large-cap blend

     1,358,762         —           1,358,762   

Bond funds

     3,566,275         —           3,566,275   

Real estate

     425,032         —           425,032   
Common/collective trusts:         

Short-term investments

     —           14,929,996         14,929,996   

Large-cap blend

     —           306,746         306,746   

Foreign large-cap blend

     —           261,004         261,004   

Emerging markets

     —           511,734         511,734   
  

 

 

    

 

 

    

 

 

 

Total

   $  16,744,853       $  16,009,480         $ 32,754,333   
  

 

 

    

 

 

    

 

 

 

******

 

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Plan Number: 005

EIN: 20-0447089

AB CAR RENTAL SERVICES, INC.

RETIREMENT SAVINGS PLAN FOR BARGAINING HOURLY EMPLOYEES

FORM 5500, SCHEDULE H, PART IV, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2011

 

 

    

Identity of Issue, Borrower,

Lessor or Similar Party

   Description
of  Investment
     Number of
Shares, Units
or Par Value
     Cost
***
   Current
Value****
 

*

 

Avis Budget Group, Inc.

     Common stock         57,527          $ 616,686   
 

Wells Fargo Stable Return Fund

     Common/collective trust         305,542            15,104,011   
 

Harding Loevner Emerging Markets Fund

     Common/collective trust         46,318            441,874   
 

Oppenheimer International Growth Trust

     Common/collective trust         23,065            322,673   

*

 

Merrill Lynch Equity Index Trust

     Common/collective trust         32,172            526,329   
 

PIMCO Total Return Fund

     Registered investment fund         305,928            3,325,438   
 

Davis NY Venture Fund

     Registered investment fund         55,064            1,807,186   
 

American Growth Fund of America

     Registered investment fund         83,993            2,408,927   
 

The Oakmark Equity and Income Fund

     Registered investment fund         73,948            2,000,305   
 

Prudential Jennison Growth Fund

     Registered investment fund         56,451            1,062,399   
 

MFS Value Fund

     Registered investment fund         35,436            793,063   
 

Harbor Small Capital Value Fund

     Registered investment fund         41,826            836,524   
 

Harbor Mid Capital Growth Fund

     Registered investment fund         56,417            441,743   
 

Harbor International Fund

     Registered Investment fund         23,212            1,217,485   
 

DWS RREEF Real Estate Fund

     Registered investment fund         23,831            452,548   
 

Lord Abbett Bond Debenture Fund

     Registered investment fund         30,325            230,468   
 

Vanguard Explorer Admiral Fund

     Registered investment fund         5,179            344,176   
 

PIMCO Real Return Fund

     Registered investment fund         8,330            98,209   
 

Columbia Mid Capital Fund

     Registered investment fund         30,804            394,604   

*

 

Various participants**

     Notes receivable from participants               1,975,423   
 

Cash and cash equivalents

              219,056   
             

 

 

 
Total             $ 34,619,127   
             

 

 

 

 

* Represents a permitted party-in-interest.
** Maturity dates range from January 2012 to February 2026. Interest rates range from 4.25% to 10%.
*** Cost information is not required for participant-directed investments.
**** Form 5500 instructions require reporting of Common/collective trusts at fair value on this schedule.

See Report of Independent Registered Public Accounting Firm.

 

12


Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AB Car Rental Services, Inc.

Retirement Savings Plan

for Bargaining Hourly Employees

By:       /s/ Mark Servodidio
  Mark Servodidio
 

Executive Vice President,

Chief Human Resources Officer

Avis Budget Group, Inc.

Date: June 26, 2012

 

13

Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements No. 333-114744 and No. 333-98933 on Form S-8 of our report dated June 26, 2012 relating to the AB Car Rental Services, Inc. Retirement Savings Plan For Bargaining Hourly Employees statements of net assets available for benefits as of December 31, 2011 and 2010 and the related statement of changes in net assets available for benefits for the year ended December 31, 2011, which appear in this Annual Report on Form 11-K.

/s/ J.H. Cohn LLP

Roseland, New Jersey

June 26, 2012

 

14