Good morning, and welcome to the Avis Budget Group Second Quarter Earnings Conference Call. Today's call is being recorded. At this time, for opening remarks and introductions, I would like to turn the meeting over to Mr. Neal Goldner, Vice President of Investor Relations. Please go ahead, sir.

Thank you, Tonya. Good morning, everyone, and thank you for joining us. On the call with me are: Ron Nelson, our Chairman and Chief Executive Officer; and David Wyshner, our Senior Executive Vice President and Chief Financial Officer. Before we discuss our second quarter results, I would like to remind everyone that the company will be making statements about its future results and expectations which constitute forward-looking 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 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 from those expressed or implied in the forward-looking statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in our earnings release, which was issued last night, our Form 10-K, and other SEC filings. If you did not receive a copy of our press release, it is available on our website at ir.avisbudgetgroup.com. We've provided slides to accompany this morning's conference call, which can be accessed on our website as well. Also, certain non-GAAP financial measures will be discussed in this call and these measures are reconciled to the GAAP numbers in our press release. Now I'd like to turn the call over to Avis Budget Group's Chairman and Chief Executive Officer, Ron Nelson.

Thanks, Neal, and good morning. While our second quarter didn't come in exactly as we expected, our results do reflect progress on a number of important fronts: growing our revenues, controlling costs and delivering on our strategic initiatives. In North America, car rental volume and pricing both increased, as we continued to take price increases where and when we could. In Europe, we continue to grow our Budget brand at a rapid pace. Our performance excellence and customer led initiatives delivered significant benefits, strengthening our brand and our bottom line. We made substantial progress in the integration of Zipcar. We acquired Payless Car Rental in July, providing us with a meaningful position in the deep value segment of our industry. And last night, we announced the 200 million share repurchase authorization, providing us with an efficient avenue to return cash to our shareholders. All of these, along with a number of other important initiatives resulted in adjusted EBITDA of $272 million and earnings of $0.58 per share, excluding the items in the first half, making it one of our best first halves ever. Of course, we faced impossible year-over-year comparisons due to the low-level of fleet cost in North America last year, and you can see this in how our results stack up this quarter. In fact, the normalization of residual values in North America had more of an impact in Q2 than we had expected, and when combined with a somewhat surprising soft operating environment in Australia, this had an impact on full year guidance. To put a somewhat finer point on it, these 2 issues, along with the continuing soft economy in Europe, are the key near-term challenges that caused us to narrow our guidance to the lower half of the range. We're nonetheless working hard to address…

Thanks, Ron, and good morning, everyone. Today, I'd like to discuss our second quarter results, fleet costs, our integration of Zipcar and some of our key technology initiatives, as well as our balance sheet and outlook. My comments will focus on our results excluding certain items. As Neal mentioned, these results are reconciled to our GAAP numbers, in our press release and in the earnings call presentation on our website. The second quarter marked our 12 consecutive quarter of year-over-year revenue growth, principally as a result of higher volume and improved year-over-year pricing in North America, as well as our first full quarter including Zipcar's results. Adjusted EBITDA declined year-over-year, primarily due to higher fleet cost in North America. Trailing 12-month suggested EBITDA now stands at $727 million. For those analysts who calculate EBITDA before deferred financing fees and stock-based compensation, our trailing 12-month adjusted EBITDA would be $40 million higher or $767 million. In our North American segment, revenue increased in the quarter due to the acquisition of Zipcar and continued organic growth, with volume increasing 2% and pricing up nearly 1.5 points. Leisure pricing increased 4% in the quarter and leisure volume grew 2%, both excluding Zipcar. The increase in realized leisure pricing was a result of our continued aggressive push to improve rates to offset fleet costs, as well as positive channel and fleet mix. We also saw solid demand in our commercial business in the quarter, with volume up 3 points while pricing was down less than 1%. Growth in higher priced small business rentals continues to help offset declines in contracted commercial pricing. Adjusted EBITDA benefited from positive pricing, volume growth, significantly lower vehicle interest cost and contributions from our performance excellence process improvement initiative, which continued to deliver solid results. But as anticipated, this…

[Operator Instructions] Our first question, John Healy with Northcoast Research.

I want to ask a little bit about fleet cost. Ron, you mentioned that you're going to be at the $300 level in the U.S. this year. And with your comments regarding negotiations and outlook for 2014, should we be thinking that the $300 number is probably a good number to use going forward as we think to next year? And with that, you talked about -- it seems like you're talking a little bit more progressively about using some alternative or marketing channels. Can you talk to what you think the type of savings you could get per car across the U.S. fleet if you kind of changed your marketing strategies a little bit?

Yes. I think the unknown in the $300 fleet cost is what happens in the residual value market. I think on the cap cost front, we're reasonably comfortable that absent some mixed changes in terms of kind of cars we buy that we're not going to see a lot of difference in the acquisition costs. I think we'll see a little bit less of interest cost, as the lower interest cost works its way through the fleet cost line. But at the end, it all comes down to what happens to residual values. And while I think we've seen a stabilization of it in, I mean, into July and August, I don't think that you can take 2 months and then extend it out over the course of the year. The usual things will tend to impact residual values, the off-fleet vehicles, the SAR, and how many cars the car rental companies buy, and in turn, try to sell. So I think that's going to be the unknown, and that will impact whether $300 is the right number or $295 or $305. So I think that's that aspect. I think in terms of the alternative rental channels, we're clearly seeing some benefits from our joint venture with AutoNation. We're sharing effectively the spread between retail and wholesale margin, and that's providing some incremental benefit. In terms of volumes, it's still not a material number that's going to drive a big increase in volumes that we sell through that channel. I think as I've explained to you before, I mean, we are selling 30% to 40% of our cars through online wholesale channels, which while it doesn't really generate a lot of incremental benefit over traditional auctions, what we are seeing pretty consistently is less time between last revenue and sales so you pickup little bit of depreciation and you pick up interest in that. In the direct-to-dealer market, again, we're continuing to move forward and expand that. We are seeing some incremental gains. I would put them at a 2% to 5% kind of number on an apples-to-apples basis so I think that's -- those are sort of the elements that was driving our alternatives sales strategy.

Okay, great. And David, I had a kind of housekeeping question for you. You guys have been very active with taking advantage of refi-ing a lot of the parts of your balance sheet. I know you mentioned for 2013 how you think about the interest expense level. Can your remind us kind of what you think maybe the tailwind might be in 2014 on the interest expense line as well?

Sure. We -- starting with the recent refinancing of our revolving credit facility, that's going to produce a $5 million annual impact. We'll only have 5 months of that this year so that will produce some incremental benefit next year. And the same is true of the actions we took earlier in the year in terms of refinancing various pieces of our debt, which have produced about $15 million in savings this year, and will annualize at a greater number next year. So we'll have a pick up there as well, and the opportunity that lies in front of us at some point that I alluded to is refinancing the over 8% debt that we have on our balance sheet. It's not currently callable, but the premiums associated with retiring or refinancing that debt do decline over time, and we'll continue to look at that to see when is a good opportunity.

Our next question, Chris Agnew with MKM Partners.

Ron, you mentioned on the last quarter that fleet levels were in line with demand. Now with pricing -- and pricing was up 3% in May and June, and you also mentioned today that pricing is lower in the third quarter, sort of 1%, 1.5%. I'm assuming that means fleets have loosened in the interim. And I also note that your fleet levels increased more than transaction days, and there may be other things behind that. But I guess my question is, how, when, and why did fleets loosen and how long do you think it will take the industry to adjust and what are you doing to adjust fleet levels?

Well, I'm not sure, Chris, that we would characterize fleets, at least during the third quarter, as being loose. I mean, we're seeing a lot of LOR restrictions across the industry. And I think if you look at the second quarter, you always expect fleets to be a little loose, as people in-fleet for the summer months. The other thing that I think factors into it in terms of premium vehicles and luxury vehicles, the issue really isn't utilization so much as it is RPU. And so what you're seeing is an increased mix of luxury premium vehicles in our fleet that have lower utilization, but clearly have substantial higher RPUs. So that continues to get reflected in the revenue even though the utilization metric suffers a little bit. I do want to clarify that pricing is up in July and August. And I think in terms of the absolute water level of pricing in those months, it's significantly higher than obviously the water level of pricing in the second quarter on a sequential basis. So getting gains in a period where you already have significant pricing, I think, is generally what we would have expected. Nonetheless, we continue to increase pricing. We don't think that pricing is at a level yet where it generates the return on capital that this business ought to have, and so we continue to post price increases whenever and wherever we can.

Great. And then one more question, and I know you touched on this through the presentation, but maybe just to recap what gives you confidence that fleet costs will -- are stabilizing going forward?

Well, I think we know enough about where the 2014 model negotiations are to have a good pretty good sense of where our acquisition costs are going to come out. And I think in terms of the 2013 cap costs, the manufacturers look at what's going on the residual values as well. And I think that 2013 cap costs were probably a little bit higher than otherwise would have been the case, as they look to capitalize on the value that was being generated by increased residual values. What's hard to predict is what are the residual values of the cars that we're going to be selling in first, second and third quarter of next year, and that's why I think we've gotten back to a more normalized rate. I think things have stabilized. I think the rationalization of fleets across the industry because of acquisitions is -- probably worked its way pretty well through, and so you're not going to have any sort of disproportionate sales month-to-month and quarter-to-quarter like we experienced in the second quarter. But ultimately, it's hard to predict residual values with any precision that are going to effect that holding cost.

One other element of that with our own experience in the used car market we saw is what I would characterize as stability in June. That continued into July, and the last 10 days of July may have even been a half tick upward. So we do feel that based on our own experience, we're seeing stability in the wholesale market.

Our next question, Afua Ahwoi with Goldman Sachs.

Two questions for me. First, I just wanted a clarification on the reason for the tightening of the guidance range. In the release, you mentioned the better pricing trends in North America, offset by residuals in North America and weak economic conditions in Europe and Australia. But I gather from your comments and from even the second quarter that Europe is a little better. So I just wanted to make sure that are you saying that Europe is getting incrementally worse or is it just the sort of same level of weakness we've seen or are you even seeing a sense of stabilization and an uptick? And then the second part was on the volumes in North America, how much do you think the decision to walk away from some of the opaque channels cost? I think last quarter, you said it was about a 300 basis point impact. Is there a similar number you can give us for this quarter?

Good morning. Working backward, we do continue to step away from opaques a bit, and I think both in the first quarter and in the second quarter, it helped our achieved pricing by close to 1 point, not 300 basis points, but close to a point.

That question was actually on the -- I think, last quarter, you said the impact to volumes from walking away from the opaque was I thought you said it was 300 basis points. I was wondering if you could give us a similar number for this quarter.

We'll get that. I don't have it in front of me, but clearly, our opaques were down double digits, and I think the impact would be certainly at least 1 point in the -- closer to 2 in the second quarter. With respect to the change or the revision of our guidance and what's driving that, Europe is clearly playing a part, and what we're seeing there is stability, but we would characterize as fairly depressed levels economically. And you can see that in GDP figures, on employment rates and so forth, and we certainly see it in our business and the demand that's there, particularly on the commercial side of the business. We feel that our own results are better than the market as a whole for the reasons that Ron outlined. We've been able to win some significant commercial accounts. We're growing the Budget brand nicely and seizing additional business in the value portion of that market. Those activities are allowing us to produce and report volume numbers that are stronger than we think the underlying demand is in Europe. So we are looking at both our -- the actions we're taking, as well as the underlying macro trends when we think about Europe.

So sorry, just to clarify. So has Europe gotten -- the macro trends, has that gotten incrementally worse from what you see and your initiatives are offsetting that? Or it's still the same level as what you've seen?

I think the right way to think about it is that we've failed to see any improvement in the underlying macroeconomic trends over the course of this year.

Our next question, Adam Jonas with Morgan Stanley.

First question on pricing in your outlook. You cited better-than-expected pricing in the quarter and your fleet costs are rising more than expected. So in your revised guidance for the full year, did you at least embed some better pricing assumption for you versus your prior guidance? And if so, how much?

Adam, we have assumed modestly better pricing consistent -- with respect to the third quarter, consistent with the comments that Ron made about July and August, and I think that probably translates into a point of pricing for the third quarter. For the fourth quarter, we're still hesitant to be as aggressive as that, so we're -- we built in a little bit for that, but not a lot at this point. So I think there could be some upside in the fourth quarter compared to our outlook on pricing, but we're -- at this point, we look forward to be flat to maybe up a fraction of 1 point.

In the fourth quarter?

In Q4, right.

And just a follow-up on pricing, you've commented kind of before about how the competitive dynamic was working with you leading price increases, and I think for a large part of the last 12 months, Enterprise seem to be the fast follower, and then Hertz perhaps a more sluggish follower given some unique expansion of their business and digestion of that. Any change in the nuance of that? Have you seen maybe Hertz following or Enterprise following Hertz? Or kind of how has that changed versus that previous dance?

Yes, Adam, I don't think much has changed. I still think we see somewhat similar trends. I think following by our competitors is choppy. I think we probably do see a little more consistency out of the Enterprise complex of brands than we do out of Hertz. But I think the fair answer is it hasn't changed much over the course of this year in terms of people being followers. Nonetheless, I will point out that we are undaunted and moving forward. We are continuing to post price increases. We're continuing to go after commercial rate increases, and I don't think this is about driving as much profit as we can out of these rentals. This is really about getting the return on capital in our industry up to rates where we think a business that uses as much capital as we do should have. And so we're going to continue to push and particularly as we move into the third quarter and into the fourth quarter.

That's great, Ron. And I just want to clarify one earlier question on the fleet cost. Just to clarify, because it wasn't quite clear, in your revised depreciation guidance, was that just based on the current level or the 2Q level of residuals kind of holding for the rest of the year? Or did you anticipate any further weakness from that end of 2Q level?

Yes, we've made some assumptions about Q4. As you know, the market does traditionally weak, and as the rental car industry de-fleets over the course of the fourth quarter so we...

But nothing beyond seasonal factors, just you only took in a normal seasonal pattern or anything a bit more Draconian than that?

I think we've taken a normal seasonal pattern based upon experience that we were currently seeing over the course of the second and third quarter.

Our next question, Brian Johnson with Barclays.

I just want to drill -- continue the line of questioning around pricing. You talked on the last call about changing the sales force incentives, changing the retention metrics and not necessarily being willing to be the stalking horse in large corporate bids. With corporate continuing down one, I imagine most of the corporate rentals render older contracts coming into the quarter. Can you give us any sense of how those discussions went with large corporate buyers? When is even really the season for rolling over those contracts? Is it winter? Is it generally 4Q? And just in general, the reaction and progress you're getting on aligning the prices large corporate guys pay with the value you're providing?

Yes. I think in terms of very large corporate customers, Brian, there haven't been that many RFPs over the course of the quarter, and I think that there's actually been a couple where we know there's not any service issues where we've been stalking horses, and we've actually -- I mean, certainly, we'll bid, but we're not going to bid in order to just get the business and serve as a stalking horse for the incumbent, particularly if there aren't any service issues that are associated with the account. The majority of our renewals, just because of the sheer volume and size, have been in the mid-market area, and I think that's where we've seen the most significant types of benefit. This has been 3 to 4 months so you can't extrapolate and expect to see all of the benefit rolling through your commercial pricing. But I do think we're encouraged that we are getting some traction with this and our sales people have really gotten the message that it's time to hold firm and try to get rate increases. I think the other thing that you need to sort of keep in the back of your mind is that there's a fair amount of flipping that goes on in the mid-market accounts. And in the first quarter, flipping was stunted because leisure pricing was up so significant. My recollection is we were up 8% or 9% across-the-board. We were up 4% in the second quarter so that -- at the margin, that probably allowed flipping to increase a little bit, depending on where your rate was on your mid-market contract. So I think that the modest decline in commercial pricing that we saw was more influenced by the flipping mix than it was by anything else.

Could you just maybe explain the flipping effect? Is it when leisure price is less than the corporate price?

Everybody has different pricing all across-the-board and their -- and so they always have the right to flip into a leisure rate. And so if leisure rates are lower than your commercial contracted rate, then accounts tend to flip in to the lower rate. So it just depends on where your rate is, and whether or not they can flip. When prices are up 8% or 9% in the quarter, my guess is that flipping doesn't look terribly attractive. But on a year-over-year basis, when they're only up 4%, there's probably some segments of accounts where flipping does look attractive.

And secondly, since my understanding is the pricing algorithms take the fleet in a location and try to -- or in a metro area and try to optimize the yield. Did you ever have to manually intervene in order to keep -- delete fleet or move fleet around in order to preserve a pricing level? And if not, are you in general seeing your competitors being relatively nimble about adjusting fleet sizes to allow their programs to clear the inventory at a good rate?

Brian, we do that every week. I mean, we move fleet in and out, and in between locations based upon the reservation build, demand, competitive fleets that we see out there. So it's -- that is an everyday occurrence. What I think would be fair to say is that you tend to see less of it in the second quarter because while you move, might move fleet from one location, that's over fleeted to another location that's got demand. You're not taking the fleet out because you need it for the third quarter. As I said, our experience, thus far, this summer is that across the country, there are LOR restrictions from all of our competitors. And so I think that we would probably say that fleets are right-sized with respect to demand, and are driving the amount of pricing that those fleet levels command and the competitive market, obviously, commands.

Our final question comes from Fred Lowrance with Avondale Partners.

Just want to touch on the fleet cost side of things quickly before the call ends. Obviously you're going with AutoNation now to sell your cars to retail, just wonder if you could give us a little bit of background on why you chose to go with the third party instead of doing that yourself? And then if you could sort of quantify what you think the -- if you were to completely build out a retail channel yourself, what you think the difference in economics is between selling a car yourself to retail versus having AutoNation do it for you and obviously splitting some of the economics with them?

Well, I think, Fred, the quick answer to that is that we didn't want to replicate the infrastructure in terms of the services that you have to provide to be in the used car business, and a fast and efficient way to get into the retail market and understand what was going on with somebody that has a largely national footprint. AutoNation is in 37 states, I believe. So there's an opportunity to roll out more significantly than we have and drive volumes. And I think in those states where they're not, then we'll look for other partners, and over the course of the years, we just think that this is a better way in terms of return on capital of garnering some of the spread between wholesale and retail. So what was the second part of your question?

It was just if you had a sense for -- what the economics are that you're getting on an AutoNation sale, just wanted to know the difference between...

Yes. The average spread between wholesale and retail varies all over the lot, but I think if you used a number of somewhere around $1,600 to $1,700 as the spread, and assume that it's roughly a 50-50, 40-60 kind of spread -- or kind of split between us and AutoNation that you're not going to be too far off.

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

So just in closing, what I'd like to do is reiterate what I believe are the key points from today's call. Pricing and volume trends we're seing across North America and Europe for the summer are encouraging. We're continuing to push for pricing, wherever we can and whenever we can to offset higher fleet costs and our integration of Zipcar is proceeding well. We do remain optimistic about the opportunities that lie ahead of us over the next few years that has not been diminished, and the share repurchase program we announced last night is a testament to that optimism, as well as those opportunities in our current position. We have an active investor calendar over the remainder of the quarter, and we hope to see many of you during our travels. And with that, I want to thank you for your time and your interest in our company.

This concludes today's conference call. You may disconnect at this time.