Good morning and welcome to the Avis Budget Group third quarter earnings conference call. Today's call is being recorded. At this time for opening remarks and introductions, I would like to turn the conference over to Mr. David Crowther, Vice President of Investor Relations. Please go ahead.

Thank you and good morning everyone. Thank you all for joining us. On the call with me are our Chairman and Chief Executive Officer Ron Nelson, our President and Chief Operating officer Bob Salerno, our Executive Vice President and Chef Financial Officer David Wyshner. If you did not receive a copy of our press release, it's available on our website at www.avisbudgetgroup.com. Before we discuss our results for the quarter, I would like to remind everyone that the company will be making statements about future results and expectations which constitute forwardlooking statements within the meaning of the Private Securities Litigation Reform Act, such statements are based on current expectations in the current economic environment and are inherently subject to significant economic, competitive, and other uncertainties and contingencies beyond the control of management. You should be cautioned that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forwardlooking statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forwardlooking statements are specified in our 10K, our 10Qs, and the earnings release issued last night. Now I'd like to turn the call over to Avis Budget Group's Chairman and Chief Executive Officer Ron Nelson.

Thank you and good morning everyone. Thank you all for joining us. On the call with me are our Chairman and Chief Executive Officer Ron Nelson, our President and Chief Operating officer Bob Salerno, our Executive Vice President and Chef Financial Officer David Wyshner. If you did not receive a copy of our press release, it's available on our website at www.avisbudgetgroup.com. Before we discuss our results for the quarter, I would like to remind everyone that the company will be making statements about future results and expectations which constitute forwardlooking statements within the meaning of the Private Securities Litigation Reform Act, such statements are based on current expectations in the current economic environment and are inherently subject to significant economic, competitive, and other uncertainties and contingencies beyond the control of management. You should be cautioned that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forwardlooking statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forwardlooking statements are specified in our 10K, our 10Qs, and the earnings release issued last night. Now I'd like to turn the call over to Avis Budget Group's Chairman and Chief Executive Officer Ron Nelson.

Thanks, David, and good morning everyone. Announcing our earnings is usually an occasion for us to talk about growth and success, but we are in the midst of one of the toughest conditions I have faced in my 30 plus years in business. So, instead, we need to focus on the challenges we face and the factors that force us to reduce our outlook. So with my time this morning, I am going to discuss the trends we are seeing, how we as a management team are responding aggressively to the challenges before us. Bob will then discuss several fleetrelated issues. And David will briefly review the third quarter results and focus on liquidity and covenant issues that we know are top in mind. Let me start at the higher level and then move into the details. We are facing the perfect storm for our industry. First, the decline in employment and the downturn in the global economy have and, for the foreseeable future, will significantly impact leisure and commercial car rental demand. Second, while vehicle manufacturers have been willing to make lots of cars available to us of late, we share the market's concern about the rapid deterioration of their financial health, which has complicated fleet management and financing. Finally, there is the challenge of the credit markets, which are critical to the funding of our fleet and, secondarily, critical to the disposition of our fleet. In the span of two months, the availability of capital, particularly vehiclebacked financing, has significantly tightened as banks move to reduce their auto exposure, both consumer and institutional; and capital has become increasingly expensive. This is an issue that has magnified as you will hear from David by our own covenant pressures. Each of these factors is impacting us significantly, beginning with our…

Thanks, David, and good morning everyone. Announcing our earnings is usually an occasion for us to talk about growth and success, but we are in the midst of one of the toughest conditions I have faced in my 30 plus years in business. So, instead, we need to focus on the challenges we face and the factors that force us to reduce our outlook. So with my time this morning, I am going to discuss the trends we are seeing, how we as a management team are responding aggressively to the challenges before us. Bob will then discuss several fleetrelated issues. And David will briefly review the third quarter results and focus on liquidity and covenant issues that we know are top in mind. Let me start at the higher level and then move into the details. We are facing the perfect storm for our industry. First, the decline in employment and the downturn in the global economy have and, for the foreseeable future, will significantly impact leisure and commercial car rental demand. Second, while vehicle manufacturers have been willing to make lots of cars available to us of late, we share the market's concern about the rapid deterioration of their financial health, which has complicated fleet management and financing. Finally, there is the challenge of the credit markets, which are critical to the funding of our fleet and, secondarily, critical to the disposition of our fleet. In the span of two months, the availability of capital, particularly vehiclebacked financing, has significantly tightened as banks move to reduce their auto exposure, both consumer and institutional; and capital has become increasingly expensive. This is an issue that has magnified as you will hear from David by our own covenant pressures. Each of these factors is impacting us significantly, beginning with our…

Thanks, Ron. Good morning. Today I am going to discuss the trends we are seeing in the used car market, provide an update on our model year 2009 fleet negotiations. Before I do that, though, I want to echo Ron's comments. The current environment is incredibly challenging, but it is pushing us and our teams to attack costs mercilessly. The actions we took in Q3 were an important step, but they were only the initial step. With that, let me talk about fleet. Prices we realized on our used car sales in Q3 were where we expected them to be. We sold 35,000 risk units in the quarter, principally through traditional wholesale auctions. However, we are also continuing to see that about 7% of our sales coming through direct-to-dealer wholesale ecommerce channels, Openlane, SmartAuction, and Manheim/OVE. Our aggregate cost per month per car we sold, including any gains or losses on disposition, was in line with the depreciation rates that we set. This is a continuing trend that indicates we have been managing our risk fleet effectively. Smaller, more fuel efficient cars, which comprised the majority of our risk fleet, continued to outperform the broader used car market. Even prices for SUVs rebounded a bit as gas prices fell. Nonetheless, while we achieved our expected results in the third quarter, we think the fourth quarter will likely tell a different tale. More because of creditrelated issues than anything else. Starting in September, demand for used vehicles slowed as both dealers and consumers were getting squeezed by credit availability. We are watching this closely, and we expect the used car market to be very soft until dealers' access to credit improves. The size of our fleet and our projected utilization are okay for Q4, and we can take steps to address…

Thanks, Ron. Good morning. Today I am going to discuss the trends we are seeing in the used car market, provide an update on our model year 2009 fleet negotiations. Before I do that, though, I want to echo Ron's comments. The current environment is incredibly challenging, but it is pushing us and our teams to attack costs mercilessly. The actions we took in Q3 were an important step, but they were only the initial step. With that, let me talk about fleet. Prices we realized on our used car sales in Q3 were where we expected them to be. We sold 35,000 risk units in the quarter, principally through traditional wholesale auctions. However, we are also continuing to see that about 7% of our sales coming through direct-to-dealer wholesale ecommerce channels, Openlane, SmartAuction, and Manheim/OVE. Our aggregate cost per month per car we sold, including any gains or losses on disposition, was in line with the depreciation rates that we set. This is a continuing trend that indicates we have been managing our risk fleet effectively. Smaller, more fuel efficient cars, which comprised the majority of our risk fleet, continued to outperform the broader used car market. Even prices for SUVs rebounded a bit as gas prices fell. Nonetheless, while we achieved our expected results in the third quarter, we think the fourth quarter will likely tell a different tale. More because of creditrelated issues than anything else. Starting in September, demand for used vehicles slowed as both dealers and consumers were getting squeezed by credit availability. We are watching this closely, and we expect the used car market to be very soft until dealers' access to credit improves. The size of our fleet and our projected utilization are okay for Q4, and we can take steps to address…

Thanks, Bob, and good morning everyone. This morning, I would like to discuss our recent results, our free cash flow, and our liquidity and debt covenants. In the third quarter, revenue declined 1% to $1.7 billion. EBITDA was $141 million; and pretax income was $87 million, excluding unusual items. EBITDA declined from $168 million that we reported in third quarter 2007, due to domestic results that were impacted by increased fleet costs, higher gasoline prices, and decreases in both pricing and volume. We also reported lower results in our truck rental business, due to the continuing weakness in the housing market and a softening economy. Separately, we recorded an impairment charge of $1.3 billion or $1.1 billion after tax, primarily due to the decline in our stock price and market valuation generally. The charge is comprised of $923 million for the writedown of good will, a reduction of $321 million in intangible assets, and $18 million to reduce the carrying value of our investment and carry holdings. Impairment charge does not impact our cash flows or our covenant calculations, but does reduce our reported GAAP earnings and our book equity. We also had $11 million of other unusual items in the quarter. $5 million was for the settlement of a litigation claim outside of the normal course and for which we have an insurance claim pending. $6 million was to reflect expenses associated with personnel actions taken in the quarter. There will be additional restructuring charges in future periods as we take additional actions to reduce costs. In our domestic car rental operations, third quarter revenue decreased 1%, reflecting a 3% decrease in rental days and a slight decline in time and mileage revenue per day, offset by a 10% increase in ancillary revenues. Rental volumes were impacted by decline…

Thanks, Bob, and good morning everyone. This morning, I would like to discuss our recent results, our free cash flow, and our liquidity and debt covenants. In the third quarter, revenue declined 1% to $1.7 billion. EBITDA was $141 million; and pretax income was $87 million, excluding unusual items. EBITDA declined from $168 million that we reported in third quarter 2007, due to domestic results that were impacted by increased fleet costs, higher gasoline prices, and decreases in both pricing and volume. We also reported lower results in our truck rental business, due to the continuing weakness in the housing market and a softening economy. Separately, we recorded an impairment charge of $1.3 billion or $1.1 billion after tax, primarily due to the decline in our stock price and market valuation generally. The charge is comprised of $923 million for the writedown of good will, a reduction of $321 million in intangible assets, and $18 million to reduce the carrying value of our investment and carry holdings. Impairment charge does not impact our cash flows or our covenant calculations, but does reduce our reported GAAP earnings and our book equity. We also had $11 million of other unusual items in the quarter. $5 million was for the settlement of a litigation claim outside of the normal course and for which we have an insurance claim pending. $6 million was to reflect expenses associated with personnel actions taken in the quarter. There will be additional restructuring charges in future periods as we take additional actions to reduce costs. In our domestic car rental operations, third quarter revenue decreased 1%, reflecting a 3% decrease in rental days and a slight decline in time and mileage revenue per day, offset by a 10% increase in ancillary revenues. Rental volumes were impacted by decline…

Thanks, David. Before we open this to Q and A, I want to reiterate there's no question that this is an extremely difficult business climate. It's important to emphasize that we remain confident in the foundation of our company and our ability to exploit the flexibility in our business model in a manner to support our longterm growth. We have the right business model and a strong management team to help us navigate the challenging environment. We have great people who provide the same high quality of service to our customers day in and day out. This is critically important to helping us attract and retain customers, attract new customers and retain our existing ones in today's tough market. While our business model allows us to take aggressive steps to reduce our costs, we will not compromise in our commitment to service excellence. We are asking a lot of our managers, employees, and vendors. In the process, we are positioning the business for longerterm prosperity. With that, David, Bob, and I will be pleased to take your questions.

Thanks, David. Before we open this to Q and A, I want to reiterate there's no question that this is an extremely difficult business climate. It's important to emphasize that we remain confident in the foundation of our company and our ability to exploit the flexibility in our business model in a manner to support our longterm growth. We have the right business model and a strong management team to help us navigate the challenging environment. We have great people who provide the same high quality of service to our customers day in and day out. This is critically important to helping us attract and retain customers, attract new customers and retain our existing ones in today's tough market. While our business model allows us to take aggressive steps to reduce our costs, we will not compromise in our commitment to service excellence. We are asking a lot of our managers, employees, and vendors. In the process, we are positioning the business for longerterm prosperity. With that, David, Bob, and I will be pleased to take your questions.

(Operator Instructions) Our first question is from William Truelove UBS.

I want to ask you guys the same question I asked one of your key competitors who was unable to answer it yesterday. Holding the vehicle you said, obviously, costs you less. I get that, over time. But what I want to understand is, is there a revenue impact to holding the car longer? Because if it's obviously cheaper to hold the car longer, then why wasn't that sort of the operating policy maybe a year ago or what not. There has to be some kind of offsetting problem to it. Can you walk us through why now holding a car longer is still financially better than it may have been in the past or what not? That kind of discussion I think needs to be had.

I think a lot of it has to do with what are the alternative deals that are out there. At points in time, it was actually cheaper to buy a new car because that's what the manufacturer wanted you to do; and they made deals available to you to do that. Of course, the financing market was such that it was negligible. That was why it was cheaper to buy a new car than hold it. As things have changed now, it is cheaper from a depreciation standpoint and also from an interest standpoint to hold the car longer. That's what governs all this, this fleet management, is what's going on at the time in the world from the OEM standpoint and our own standpoint and determines what we want to do in keeping the car longer or going out and buying a new car. Does that answer your question?

I think so. So you're saying sort of the incentives given from the OEMs plus the way to finance those purchases versus what you get today. Am I reading that correctly? I would assume that if you are going to hold the car longer, there could also be a revenue impact as, couldn't it be more difficult maybe to get pricing power if the cars are getting older? Will customers push back on that?

I just want to add to what Bob said. I think all of us, you have to take into consideration what's going on in the competitive market. I think if all your competitors are having 6 and 7monthold cars and you're out with 20 and 25monthold cars, there is going to be a revenue impact. Some people will switch because they look at those things. The other thing that I think factors in to the equation is you hold cars longer. Again, it depends on how you want to define longer. You start to incur costs like tires, which are not cheap, batteries, transmissions; and you have got to weigh all that against the deterioration and the depreciation curve. Not depreciation on our books, but in the market value curve. So I think all those things get taken together. We have been fairly vocal over the last two years about our desire to lengthen lives. We have taken them from probably 78 months average 2 years ago up to about 11. We're all certainly going to extend the lives in the coming year. I think the good news for all of us, for the industry, is that we're all doing it. There isn't going to be a competitive issue one way or another whether somebody has got newer cars than another.

Let me thank you for a very thoughtful response to that question. That was very helpful. One simple question, then. I know there's a long lead time you mentioned earlier this year about buying trucks. Are you guys planning on buying trucks for 2009 or not? Obviously, when we saw the fleet increase in the second quarter of 2008, it was a little bit of a surprise, given the lead time factor. Are you making that purchase decision now, and what's it going to look like?

We're going to finalize our 2009 business plan. But I think right now I think we're quite happy with the volume of trucks we have. The whole truck group, we're taking a look at it relative to our costs. I think we're going to reposition it. I think you will be hearing about that over the next several quarters. I think that will probably mitigate any need to purchase any more vehicles. The vehicles we actually purchased last year or at least the majority of them, were vans, cargo vans. And the RPUs on those have actually been quite good. It's a business that we weren't in previously. So, that was really the big factor in the fleet increase that you saw.

Our next question comes from Manav Patnaik Barclays Capital.

A few questions. Firstly, obviously it's positive that you guys are going ahead with pricing increases, or at least attempting to, and so are your competitors. I was just wondering, given the current situation and also the industry demand dynamics, at what point in time, you obviously said fourth quarter pricing was still looking weak. How long do you anticipate before things stabilize and you actually start seeing those pricing increases materialize?

I wish I knew. You have heard all three calls now. All of us are facing the same kind of pressures in our financing costs and our cost structure and in increasing fleet costs and the soft used car market. So, presumably at some point in time we're all going to act rationally and increase prices. There's been three or four price increases over the course of the last month. I think Hertz led one, we led two, and National and Alamo led a third. The adoption rates have actually been pretty good with the Enterprise group being much more aggressive than they have been in the past. I think we're at a particular point in time right now in the fourth quarter where everybody is defleeting. We've got a backup of the used car market. So it's going to be tough to get pricing while people are looking at marginal contributions to their fleet expense since they can't right-size their fleet quick enough. So, hopefully, with some better credit applied to the consumer end of the market and the used car market picking up, some of the fleet clog will start to move through and pricing will start to improve. I think that's one of the essential ingredients.

Just on your fleet mix, you said you targeted 50% for next year. One of your competitors obviously saw the number of risk go down this quarter for whatever defleet and timing reasons. I was just wondering what was your fleet mix, what is your fleet mix as it stands today going into the fourth quarter?

I think it's right around 50/50. That's what we're talking about targeting for next year as well. I don't think we want to get any heavier in the risk right now. We're pretty satisfied with operating it this way.

Finally, just one big picture question. A lot, on other calls, these people have noted how the industry could be ripe for consolidation. I was just curious from your perspective, if consolidation were to occur in the car rental business, what is it that one would typically look for in terms of the company acquiring. What I am trying to get at is basically almost all the big three out there have the same number of locations and typically the same area. Right now, accessing fleet is not a problem if you were to capture market share. Could you give us just an idea from your experience and your history, what would be the few attributes to look for in terms of industry consolidation?

Putting aside the improbability of it in the current environment, I think you only need to look at our Budget experience. We took over $100 million of costs out within 12 months, largely from back office and noncustomer-facing types of consolidation. I am certain that Enterprise is seeing the exact same kinds of economics is they move to consolidate National and Alamo. I think the predominance of the benefits are all going to be on the cost side.

Our next question comes from John Healy FTN Midwest.

I was hoping we could talk a little bit about the five-point plan. Obviously, it's tough decisions you're making, but the right ones for the long term. I hope you could talk a little bit about the buckets, and maybe where those cost savings, those synergies are coming from and maybe, you said mid2009 it would be achieved by. How much of that we should anticipate to show up in terms of EBITDA or pretax contributions, just how we should think about where the costs are coming from as well as kind of the magnitude of how we will see them in the results.

I would say the biggest bucket of the $150 million to $200 million is going to come from [inaudible] cap reduction and operating cost reduction. We are probably going to lay off somewhere around 1,000 to 1,200 people over the course of the next three weeks. We are going to take a fair amount of related discretionary costs out of the system. That's going to be the probably the lion's share of the $150 million to $200 million. There's also, within each book of business, there's unprofitable transactions. We're slicing and dicing transactions as carefully as we can to try and see where we can put business rules in place to enhance the profitability of those transactions. I would lump putting in a very rigorous procurement program into the mix. We have always had a procurement program here. I think we're going to put renewed emphasis on it. As I said, I think the majority of these costs are ones that are under our control; and we will be able to effect them, some faster than others.

In particular with respect to timing, I think we're going to be aggressive in taking a number of actions in the fourth quarter so that we can start January 1 at a run rate well north of $50 million. So that the rampup in the first half of the year would be from an annual run rate of $50 million to $70 million to $150 million. And we could be looking at a run rate average over the course of the quarter of $110 million, which would generate $55 million of savings. Then the run rate in the second half would be $150 million to $200 million and contributing about $85 million to $90 million for a total for the year of savings dropping to the bottom line in the $140 million to $150 million range. We're still working through the details, but the key point there is that we will be taking a number of actions in the fourth quarter so that we're starting the year with a running start, not a static start.

This fivepoint plan and the numbers you talk about there and you just ran through, which was really helpful. Does that encompass the $50 million due to the reductions that took place in third quarter? Does it also include the opportunities you are getting from the tax savings?

All three are incremental to each other. We will have this year's tax savings, additional tax savings next year, plus the $50 million of benefit from the actions we took in the third quarter, plus the $150 million to $200 million run rate benefits associated with the fivepoint plan.

Then, just with how we think about fleet for next year. Everybody in the industry is talking about holding vehicles longer. I guess I am trying to understand the benefit that you guys get. It's easy to understand taking cars from 10 months to 12 months or 14 months and the benefit you get. When you look at the residual values and the market value curves, is there a point where extending the life of the vehicle makes it more expensive? I guess what I am trying to understand is I know there's not much of a difference between selling a car at 13 months and 15 months, but is there a point where it's not advantageous for you guys to hold the car longer?

You are absolutely correct. There is a point at which the residual value drops off faster than the depreciation. That's before you even talk about our customer experience. While we're going to extend the life of our cars, we're trying to do so in a judicious manner and not only watch what the total cost is as Ron was telling you from a maintenance standpoint and from a residual value standpoint, but also what it's going to take us to keep the car looking as our customers expect cars when they come to Avis and Budget. There is a point, and we're working through right now exactly how long we're going to keep them.

From your past experience, is that point usually 18 months? 24 months? Just trying to get comfortable with where that point is.

I think from my past experience, that's a [inaudible]. I will tell you my past experience, when I started in this industry, cars were several years old with 60,000 plus miles on them. I don't think we're headed there. I think we're talking at the outside 18, 20, for a portion of the fleet.

Our next question comes from Michael Millman Soleil.

I have several questions. Starting with what you just said, the cost reductions you're talking about, is this above and beyond the usual 70% of variable costs taking that out of the business to go along with the market or does this go beyond it? Could you also talk about, given all these price increases, is it not being followed by the companies we heard in the last couple of days? Or is this the smaller companies that are doing this? Then, can you also talk about what are the alternatives or options that you have if, indeed, you can't extend the conduit.

With respect to those three questions, the cost reductions we're talking about are generally, if not entirely, related to items and actions we're taking above and beyond what we would normally do to adjust for changes in demand or volume levels. They're incremental, if you will, to the variable costs like commissions and size of our fleet and even staffing levels in our operations and in our reservation centers. We look at most, if not all, of them as incremental. With respect to your question about price increases, I think it boils down to why are we seeing prices down if we and the rest of the industry have been implementing price increases? I think part of it is the starting point that we were at where prior to the price increases we were looking at being down. But the larger issue in the fourth quarter is that the amount of volume that is at sort of the retail rate ends up being somewhat limited at the fourth quarter, other than a week at the end of November and a week and a half at the end of December, is a heavily commercial month. And a larger portion of the volume is that contracted rate or pursuant to various programs. As a result, there's not quite as much of an impact in the quarter from movement in retail rates as you would expect. Lastly, with respect to hypotheticals about the conduit, we're not going to speculate on hypotheticals there. I think our focus is very much on renewing the substantial majority of capacity that we have there. As I mentioned our conversations with the banks are certainly constructive.

Our next question comes from Jeff Kessler Imperial Capital.

With regard to the financial difficulties being faced by the OEMs, I know this is probably a sensitive discussion you're having. To what extent are you discussing continuing to diversify the fleet. I know that you've already done so. The question is you have to make provisions for the possibility that your suppliers are going to have a rougher time providing you with cars in 2009.

We have continued to diversify the fleet. Now we're working with over ten different manufacturers. While we continue to hope and believe that domestic OEMs will weather the storm along with ourselves, we have the opportunity to supplement what they can give us by other manufacturers. That's kind of in our longrange planning as we go forward.

The second question, I know, David, this is one hard to push on. I know you basically gave Mike the answer to this. I am trying to get a feel for the nature of your longterm conversations with your banks and what types of potential structures could evolve for financing fleets over the course of the next year or two. Assuming that, again, one has to hope that the ABS facilities come back in 2009. I realize, again, I hear what you just said on the last question. I am trying to get a more generalized picture of what these conversations are about much more than just doing the conduits. About how are you going to finance cars in a difficult environment?

It is a very interesting question, Jeff. I think there are two components to it because clearly we and the industry and the financial markets have changed in ways that we should expect will impact how rental car companies finance themselves going forward. I think there very well may be changes in the amount of assetbacked capital that is available, what that means for our mezzanine capital needs and so forth. The interesting part about the discussions we have had to date, and we have had a lot of them, is that no one really knows at this point. Given the tremendous pace of change and volatility and uncertainty that's been in the capital markets, particularly over the last 60 to 90 days, the advice in our view tends to be that this is actually not a time to try to figure that out. We actually need to see how the markets sort out and what pockets of financing are going to be the most attractive, the most reasonable, and the most accessible for us as a company and as an industry before we get very far into figuring out how longer-term companies in this industry and Avis Budget are going to finance themselves. That's been the basis of the longer-term discussions. As a result, our focus is really, as I mentioned, on the nearer term and the conduit renewals.

Our last question comes from Emily Shanks Barclays Capital.

I wanted to ask about the remaining defleeting that you have for fourth quarter. What is the mix of your fleet between program and risk that you're trying to sell?

I think for the remainder of the quarter originally had a plan that was pretty much going along utilizing the wholesale markets. Although in the November and December, they're kind of dead anyway. We have really scaled that back. We just see no sense in going out. I think the wholesale markets are really unsettled now. We believe that once we turn the corner into January, this will even out. Basically our defleeting for this quarter is really going to be heavily skewed toward the other half of our fleet, which is GDP, turnbacks.

Will that allow you to defleet using just your program vehicles or GDP however you want to refer to it. Will it allow you to hit your goal that you want to be at?

I will tell you that other than in November, with the election taking out the first week. Other than November, October and December right now, at least we anticipate acceptable utilization. We don't consider ourselves grossly overfleeted.

Just a couple questions around the specifics of the new conduit that was put in place. Can you please let us know what the enhancement rate was that was required to get the AA rating?

It varies by manufacturer and the enhancements on average being probably run into the mid to high 30s.

Then, also, away from this principal conduit facility that now is rolling in December and on the seasonal in February. Are there any other conduit facilities that are part of your vehicle financing that are coming due in the next 12 months?

No.

Then, one final question. My understanding from past conversations is that there's also $400 million of ABS debt that is rolling off in the first half of 2009. Can you confirm if that is correct and, if so, what month that is please?

In 2009 in aggregate, we have about $400 million of ABS debt rolling off. It actually amortizes over a sixmonth period. Most of that is in the first five months of the year.

In terms of being able to finance that, what are your plans?

The way we're looking at it is that the conduits should help us meet the majority of our needs. As I mentioned, we will continue to look either at the ABS market for term issuance and we're also going to explore or continue to explore alternative sources of financing, including similar to some pockets that we tapped into this year, other than the traditional ABS term and conduit markets.

So you would, in fact, need the renewal of those conduits in order to refi, outside of all the other things that you just mentioned ,other sources of liquidity.

That's right.

For closing remarks, the call is being turned back over to Mr. Ronald Nelson.

Thank you all for listening, and we look forward to talking to you in the next quarter.

This concludes today's conference call. You may disconnect.