Obligation Avis Budget Auto 5.5% ( US053773AV98 ) en USD

Avis Budget Auto

100 % ▲

Etats-unis

US053773AV98 ( en USD )

5.5% par an ( paiement semestriel )

31/03/2023 - Obligation échue

Prospectus brochure de l'obligation Avis Budget Car US053773AV98 en USD 5.5%, échue

2 000 USD

674 970 000 USD

053773AV9

Avis Budget Group, Inc. est une société de location de voitures américaine qui exploite les marques Avis et Budget, offrant une large gamme de véhicules à la location dans le monde entier, à travers un réseau d'agences aéroportuaires et hors aéroport.

L'Obligation émise par Avis Budget Auto ( Etats-unis ) , en USD, avec le code ISIN US053773AV98, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2023

L'Obligation émise par Avis Budget Auto ( Etats-unis ) , en USD, avec le code ISIN US053773AV98, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Avis Budget Auto ( Etats-unis ) , en USD, avec le code ISIN US053773AV98, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Form 424B3
http://www.sec.gov/Archives/edgar/data/723612/000119312513280913/...
424B3 1 d550239d424b3.htm FORM 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-189524
Prospectus
Exchange Offers for
$300,000,000 Outstanding 4.875% Senior Notes due 2017
and
$500,000,000 Outstanding 5.50% Senior Notes due 2023

Offer for outstanding 4.875% Senior Notes due 2017 (the "2017 Exchange Offer") in the aggregate principal amount of $300,000,000
(the "Old 2017 Notes") in exchange for up to $300,000,000 in aggregate principal amount of 4.875% Senior Notes due 2017 (the
"2017 Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act") and offer
for outstanding 5.50% Senior Notes due 2023 (the "2023 Exchange Offer" and, together with the 2017 Exchange Offer, the "Exchange
Offers") in the aggregate principal amount of $500,000,000 (the "Old 2023 Notes" and, together with the Old 2017 Notes, the "Old
Notes") in exchange for up to $500,000,000 in aggregate principal amount of 5.50% Senior Notes due 2023, which have been
registered under the Securities Act (the "2023 Exchange Notes," together with the 2017 Exchange Notes, the "Exchange Notes" and,
together with the Old Notes, the "notes").
Terms of the Exchange Offers:

·
The 2017 Exchange Offer expires 5:00 p.m., New York City time, August 1, 2013, unless extended.

·
The 2023 Exchange Offer expires 5:00 p.m., New York City time, August 1, 2013, unless extended.

·
You may withdraw tendered outstanding Old Notes any time before the expiration or termination of the respective exchange

offer.

·
Not subject to any condition other than that the respective exchange offer does not violate applicable law or any

interpretation of the staff of the Securities and Exchange Commission.

·
We can amend or terminate the exchange offers.

·
We will not receive any proceeds from the exchange offers.

·
The exchange of Old Notes for the Exchange Notes should not be a taxable exchange for United States federal income tax

purposes. See "Certain United States Federal Income Tax Considerations."
Terms of the Exchange Notes:

·
The Exchange Notes will be our senior unsecured obligations, will rank equally with all our existing and future senior
unsecured debt and will be senior to all our existing and future subordinated debt. Most of our other debt is secured,
including our senior credit facilities, and, as such, holders of our secured indebtedness will have a priority claim on our
assets that secure our secured indebtedness. In addition, the Exchange Notes will be effectively subordinated in right of

payment to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of the collateral
securing such indebtedness and will be structurally subordinated in right of payment to all of our non-guarantor subsidiaries'
existing and future indebtedness and other liabilities. See "Description of 2017 Exchange Notes" and "Description of 2023
Exchange Notes."

·
The 2017 Exchange Notes will mature on November 15, 2017. The 2017 Notes will bear interest semi-annually in cash in

arrears on November 15 and May 15 of each year, beginning on May 15, 2013.

·
The 2023 Exchange Notes will mature on April 1, 2023. The 2023 Exchange Notes will bear interest semi-annually in cash

in arrears on April 1 and October 1 of each year, beginning on October 1, 2013.

·
We may redeem the Exchange Notes in whole or in part from time to time. See "Description of 2017 Exchange Notes" and

"Description of 2023 Exchange Notes."

·
Upon a change of control, we may be required to offer to repurchase the Exchange Notes.

·
The terms of the Exchange Notes are substantially identical to those of the respective outstanding Old Notes, except the

transfer restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the
Exchange Notes.

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For a discussion of the specific risks that you should consider before tendering your outstanding Old Notes in the exchange
offers, see "Risk Factors" beginning on page 17 of this prospectus.
There is no established trading market for the Old Notes or the Exchange Notes.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. A broker dealer who acquired Old Notes as a result of
market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with
any resales of the Exchange Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Exchange
Notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 2, 2013.
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Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offers must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
A broker dealer who acquired Old Notes as a result of market making or other trading activities may use this prospectus, as
supplemented or amended from time to time, in connection with any resales of the Exchange Notes. We have agreed that, for
a period of up to 180 days after the closing of each of the exchange offers, we will make this prospectus available for use in
connection with any such resale. See "Plan of Distribution."
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities other than those specifically offered hereby or an offer to sell any securities offered
hereby in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our 4.875% Senior Notes due 2017 or our 5.50% Senior Notes due 2023.
This prospectus incorporates important business and financial information about Avis Budget Group that is not included
or delivered with this prospectus. You may obtain copies of documents that Avis Budget Group files with the Securities
Exchange Commission and incorporates by reference into this prospectus free of charge in writing or by telephone from:
Avis Budget Group, Inc.
6 Sylvan Way
Parsippany, NJ 07054
Attention: Investor Relations
(973) 496-4700
To obtain timely delivery of this information, you must request the information no later than July 25, 2013.
TABLE OF CONTENTS

Incorporation of Certain Documents
iii

Disclosure Regarding Forward-Looking Statements
iv

Prospectus Summary
1

Risk Factors
17

Use of Proceeds
25

Ratio of Earnings to Fixed Charges
26

Selected Historical Financial Information
27

2017 Exchange Offer
29

2023 Exchange Offer
38

Description of 2017 Exchange Notes
47

Description of 2023 Exchange Notes
94

Book-entry delivery and form
141
Certain United States Federal Income Tax Considerations
143
Plan of Distribution
144
Legal Matters
145
Experts
145
Available information
146

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Avis Budget Car Rental, LLC is a Delaware limited liability company ("ABCR") and an indirect subsidiary of Avis Budget
Group, Inc., a Delaware corporation ("Avis Budget Group"). Avis Budget Finance, Inc. is a Delaware corporation ("Avis Finance")
and a wholly-owned subsidiary of ABCR. In this prospectus, unless otherwise indicated or the context otherwise requires, "issuer"
refers to each of ABCR and Avis Finance, collectively the "issuers," and not to any of their other subsidiaries; "we," "us," "our" and
"Avis Budget Group" refer to Avis Budget Group, Inc. and its subsidiaries; "Avis" and "Budget" refer to our Avis and Budget
operations, respectively, "Zipcar" refers to our subsidiary Zipcar, Inc; and "initial purchasers" refers to Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., RBS
Securities Inc. and Scotia Capital (USA) Inc., the initial purchasers of the Old 2017 Notes, and Barclays Capital Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBS Securities Inc., Scotia Capital (USA) Inc., BMO Capital
Markets Corp., Lloyds Securities Inc., RBC Capital Markets, LLC, SMBC Nikko Capital Markets Limited and SunTrust Robinson
Humphrey, Inc., the initial purchasers of the Old 2023 Notes.
Our principal executive offices are located at 6 Sylvan Way, Parsippany, New Jersey 07054, and our main telephone number at
that address is (973) 496-4700. Our website is located at http://www.avisbudgetgroup.com. The information contained on our
website or that can be accessed through our website is not part of or incorporated into this prospectus and you should not rely on that
information.
MARKET, RANKING AND OTHER INDUSTRY DATA
This prospectus, including the information incorporated by reference herein, includes industry share and industry data and
forecasts that we obtained from industry publications and surveys and internal company sources. Industry publications and surveys
and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there
can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data
from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein and cannot guarantee the
accuracy or completeness of any such data or the related forecasts contained in this prospectus. Statements as to our industry position
are based on data currently available to us. Information with respect to our brand loyalty was provided by Brand Keys, a third-party
research firm specializing in brand loyalty measurement.
While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed under the headings "Disclosure Regarding
Forward-Looking Statements" and "Risk Factors" in this prospectus.
TRADEMARKS, SERVICE MARKS AND TRADE NAMES
We own the trademarks, service marks and trade names that we use in connection with the operation of our business. The
service marks "Avis," "Budget" and "Zipcar," related marks incorporating the words "Avis," "Budget" or "Zipcar," and related logos
and marks such as "We try harder®" are material to our operations. Our subsidiaries and licensees actively use these marks. All of the
material marks used in our business are registered (or have applications pending for registration) with the United States Patent and
Trademark Office as well as major countries worldwide where our subsidiaries and licensees are in operation. Our subsidiaries own
the marks used in our business.

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INCORPORATION OF CERTAIN DOCUMENTS
We incorporate by reference into this prospectus certain information that Avis Budget Group files with the United States
Securities and Exchange Commission (the "SEC"), which means we can disclose important information to you by referring you to
those documents. We incorporate by reference into this prospectus (other than portions of these documents that are either
(1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished
under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein that such items are intended to be
"filed" under the Securities Exchange Act of 1934 (the "Exchange Act"):

·
Avis Budget Group's Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on

February 21, 2013 and the Form 10-K/A filed with the SEC on February 22, 2013 (together, the "2012 10-K");

·
Avis Budget Group's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 filed with the SEC on

May 8, 2013 (the "2013 First Quarter 10-Q");

·
Avis Budget Group's Definitive Proxy Statement under Regulation 14A in connection with our Annual Meeting of

Stockholders filed with the SEC on March 26, 2013;

·
Avis Budget Group's Current Reports on Form 8-K or Form 8-K/A filed with the SEC on October 25, 2011 (but only with
respect to financial information of Avis Europe for the years ended and as of December 31, 2010 and 2009, as set forth in

Exhibit 99.2 thereto and the six month period ended and as of June 30, 2011, as set forth in Exhibit 99.3 thereto), January 2,
2013, February 15, 2013, February 20, 2013, March 1, 2013, March 5, 2013, March 11, 2013, April 8, 2013 and May 23,
2013; and

·
information contained in reports or documents that we file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the

Exchange Act after the date of this prospectus until the sale of all of the notes covered by this prospectus or the termination
of this offering.
We also incorporate by reference the information contained in all other documents we file with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions of these documents that are furnished under Item 2.02 or Item 7.01
of a Current Report on Form 8-K, unless otherwise indicated therein) after the date of this prospectus and prior to the termination of
the exchange offers. The information contained in any such document will be considered part of this prospectus from the date the
document is filed with the SEC. You may request free copies of these filings by writing or telephoning us at the following address or
telephone number, as applicable:
Avis Budget Group, Inc.
6 Sylvan Way
Parsippany, New Jersey 07054
Attn: Investor Relations
(973) 496-4700
In addition, we incorporate by reference into this prospectus Zipcar, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2012 filed with the SEC on March 4, 2013.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus may be considered "forward-looking statements" as that term is defined in the
Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this prospectus are subject to known
and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be
materially different from those expressed or implied by any such forward-looking statements. Forward-looking statements include
information concerning our future financial performance, business strategy, projected plans and objectives. These statements may be
identified by the fact that they do not relate to historical or current facts and may use words such as "believes," "expects,"
"anticipates," "will," "should," "could," "may," "would," "intends," "projects," "estimates," "plans," and similar words,
expressions or phrases. The following important factors and assumptions could affect our future results and could cause actual results
to differ materially from those expressed in such forward-looking statements:

·
the high level of competition in the vehicle rental industry and the impact such competition may have on pricing and rental

volume;

·
a change in our fleet costs as a result of a change in the cost of new vehicles, disruption in the supply of new vehicles,

and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or
guaranteed depreciation programs;

·
risks relating to our March 2013 acquisition of Zipcar, including our ability to realize the synergies contemplated by the

transaction and our ability to promptly and efficiently integrate the businesses of Zipcar and Avis Budget Group;

·
the results of operations or financial condition of the manufacturers of our cars, which could impact their ability to perform
their payment obligations under the agreements we have with them, including repurchase and/or guaranteed depreciation

arrangements, and/or their willingness or ability to make cars available to us or the rental car industry as a whole on
commercially reasonable terms or at all;

·
a change in travel demand, including changes in airline passenger traffic;

·
any change in economic conditions generally, particularly during our peak season or in key market segments;

·
our ability to continue to achieve and maintain cost savings and successfully implement our business strategies;

·
our ability to obtain financing for our global operations, including the funding of our vehicle fleet through the issuance of

asset-backed securities and use of the global lending markets;

·
an occurrence or threat of terrorism, pandemic disease, natural disasters or military conflict in the locations in which we

operate;

·
our dependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements

with third parties;

·
our ability to utilize derivative instruments, and the impact of derivative instruments we currently utilize, which can be

affected by fluctuations in interest rates, gasoline prices and exchange rates, changes in government regulations and other
factors;

·
our ability to accurately estimate our future results;

·
any major disruptions in our communication networks or information systems;

·
our exposure to uninsured claims in excess of historical levels;

·
our failure or inability to comply with laws, regulations or contractual obligations or any changes in laws, regulations or

contractual obligations, including with respect to personally identifiable information;

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·
any impact on us from the actions of our licensees, dealers and independent contractors;

·
any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to

operate our business;

·
risks related to our indebtedness, including our substantial outstanding debt obligations and our ability to incur

substantially more debt;

·
our ability to meet the financial and other covenants contained in the agreements governing our indebtedness;

·
the terms of agreements among us and our former real estate, hospitality and travel distribution businesses following the
separation of those businesses from us in 2006, particularly with respect to the allocation of assets and liabilities,

including contingent liabilities and guarantees, the ability of each of the separated companies to perform its obligations,
including indemnification obligations, under these agreements, and the right of our former real estate business to control the
process for resolving disputes related to contingent liabilities and assets;

·
risks associated with litigation or governmental or regulatory inquiries or investigations involving our Company;

·
risks related to tax obligations and the effect of future changes in accounting standards;

·
risks related to our October 2011 acquisition of Avis Europe plc ("Avis Europe"), including our ability to realize the

synergies contemplated by the transaction;

·
risks related to completed or future acquisitions or investments that we may pursue, including any incurrence of

incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired
businesses;

·
other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations,

pricing or services; and

·
other risks referenced in the section titled "Risk Factors" of this prospectus and in the 2012 10-K.
We operate in a continuously changing business environment and new risk factors emerge from time to time. New risk factors,
factors beyond our control, or changes in the impact of identified risk factors may cause actual results to differ materially from those
set forth in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of
actual results. Moreover, we do not assume responsibility for the accuracy and completeness of those statements. The discussion and
analysis contained in "Risk Factors" and other portions of this prospectus or the 2012 10-K and the 2013 First Quarter 10-Q may
contain forward-looking statements and involve uncertainties that could cause actual results to differ materially from those projected
in the forward-looking statements. Such statements are based upon assumptions and known risks and uncertainties.
Although we believe that our assumptions are reasonable, any or all of our forward-looking statements may prove to be
inaccurate and we can make no guarantees about our future performance. Should unknown risks or uncertainties materialize or
underlying assumptions prove inaccurate, actual results could differ materially from past results and/or those anticipated, estimated or
projected. Except to the extent of our obligations under the federal securities laws, we undertake no obligation to release any
revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-
looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.

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PROSPECTUS SUMMARY
This summary highlights material information about our business and about this offering of notes. This is a summary of
material information contained elsewhere in this prospectus and incorporated by reference and is not complete and does not
contain all of the information that may be important to you. For a more complete understanding of our business and this offering,
you should read this entire prospectus, including the section entitled "Risk Factors," as well as the consolidated financial
statements, the related notes thereto and the other information incorporated by reference into this prospectus.
Company Overview
We operate two of the most recognized brands in the global vehicle rental industry through Avis and Budget, and the world's
leading car sharing network, Zipcar. Avis is a leading rental car supplier positioned to serve the premium commercial and leisure
segments of the travel industry and Budget is a leading rental car supplier focused primarily on more value-conscious segments of
the industry. We are a leading vehicle rental operator in North America, Europe, Australia, New Zealand, and certain other
regions we serve. We and our licensees operate the Avis, Budget and/or Zipcar brands in approximately 175 countries throughout
the world. We generally maintain a leading share of airport car rental revenue in North America, Europe, Australia and New
Zealand, and we operate one of the leading truck rental businesses in the United States.
Our car rental business enjoys significant benefits from operating two distinct brands that target different industry segments
but share the same fleet, maintenance facilities, systems, technology and administrative infrastructure. We believe that Avis and
Budget both enjoy complementary demand patterns with mid-week commercial demand balanced by weekend leisure demand. In
2012, we generated total revenues of $7,357 million. The Avis, Budget and Budget Truck brands accounted for approximately
70%, 25% and 5% of our revenue, respectively, in 2012.
On average, our rental fleet totaled more than 496,000 vehicles and we completed more than 29 million vehicle rental
transactions worldwide in 2012. In 2012, we derived approximately 71% of our $5.3 billion in total car rental time and mileage
revenue from on-airport locations and approximately 29% of our time and mileage revenue from off-airport locations, which we
refer to as our local market business. We also license the use of the Avis and Budget trademarks to licensees in areas in which we
do not operate directly. Our brands have an extended global reach with more than 10,000 car and truck rental locations throughout
the world, including approximately 4,700 car rental locations operated by our licensees. We rent our fleet of approximately
27,000 Budget trucks through a network of approximately 1,700 dealer-operated and 350 Company-operated locations throughout
the continental United States.
We categorize our operations in three reporting segments: North America, consisting of our Avis and Budget car rental
operations in the United States, our Avis and Budget vehicle rental operations in Canada, and our Zipcar car sharing operations;
International, consisting of our Avis and Budget vehicle rental operations in Europe, the Middle East, Asia, Africa, South
America, Central America, the Caribbean, Australia and New Zealand; and Truck Rental, consisting of our Budget truck rental
operations in the United States. In 2012:

·
North America. Our North America segment generated approximately 86 million rental days and average time and

mileage revenue per day of $40.22 with an average rental fleet of approximately 329,000 vehicles;

·
International. Our International segment generated approximately 36 million rental days and average time and mileage

revenue per day of $43.27 with an average rental fleet of approximately 140,000 vehicles; and

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·
Truck Rental. Our Truck Rental segment generated approximately 4 million rental days and average time and mileage

revenue per day of $71.64 with an average rental fleet of approximately 27,000 trucks.
In 2012, revenue increased as North American travel demand grew and our results included the results of Avis Europe for a
full year compared to only part of the year in 2011. We focused on efforts to integrate our European operations and grow our
brands globally. We continue to benefit from our cost-reduction efforts, including our Performance Excellence process
improvement initiative, which has helped us generate more than $300 million in annual cost savings and other benefits since the
program was launched in 2007. As part of the expansion of the Company's global operations, we have expanded the program into
Europe and Asia. We have achieved cost savings in numerous ways, including through:

·
implementation of process improvements impacting virtually all areas of our business;

·
reductions in operating and selling, general and administrative expenses, including significant reductions in staff, many

of which were trimmed from fixed and semi-fixed overhead;

·
a review of location, segment and customer profitability to identify and respond appropriately to unprofitable aspects

of our businesses;

·
targeted price increases and changes to our sales, marketing and affinity programs in order to improve revenue per day

and overall profitability;

·
reductions in fleet costs and further consolidation of purchasing programs;

·
further consolidation of customer-facing and back-office functions and locations across our operations; and

·
reduction in costs, primarily general and administrative expenses, as we integrate the operations of Avis Europe.
In 2012, we completed more than 29 million vehicle rental transactions worldwide. We retained approximately 98% of our
existing commercial contracts and maintained, expanded or entered into marketing alliances with key marketing partners. In 2012,
Avis was named North America's Leading Car Hire and Europe's Leading Business Car Hire by the World Travel Awards, and
received other numerous awards. Avis was also again named the leading car rental company in customer loyalty by the Brand
Keys Customer Loyalty Engagement Index for the 13th consecutive year.
In 2012, we maintained a diverse car rental fleet, in which no vehicle manufacturer represented more than 21% of our 2012
fleet purchases, and we continued to adjust our fleet levels to be consistent with demand. We continue to utilize sophisticated
yield-management technology to optimize our pricing and fleet planning, and we continue to analyze and streamline our operations
to gain efficiencies. In addition, our approximately 29,000 employees worldwide continue to provide reliable, high-quality
vehicle rental services that foster customer satisfaction and customer loyalty.
Zipcar Overview and Strategy
In March 2013, the Company completed its acquisition of Zipcar, the leading car sharing network. The acquisition increases
the Company's growth potential and its ability to better serve a greater variety of customer transportation needs.
Founded in 2000, Zipcar operates a membership-based car sharing business with over 790,000 members, also known as
"Zipsters," in more than 20 major metropolitan areas and on more than 300 college campuses in the United States, Canada, the
United Kingdom, Spain and Austria. Zipcar provides its members self-service

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vehicles in conveniently located reserved parking spaces in the neighborhoods where they live and work. Its members may
reserve cars by the hour or by the day through its reservation system, which is available by phone, Internet or wireless mobile
devices. Once the vehicle is reserved, a member unlocks the vehicle with his or her keyless entry card (called a "Zipcard") and
drives away. Zipcar's all-inclusive rates include gas, insurance and other costs associated with car ownership so its members can
easily estimate the total cost of their trips. Members can choose the make, model, type and even the color of the Zipcar they want
depending on their specific needs and desires for each trip and the available Zipcars in their neighborhood. Upon returning the
Zipcar, the member locks the vehicle and walks away. We believe Zipcar provides its members a convenient, cost-effective and
enjoyable alternative to car ownership.
Zipcar Business Strategy
We intend to aggressively pursue the following strategies to grow our Zipcar business:
Increase Awareness and Adoption in Existing Markets. We plan to expand our Zipcar membership base through a
combination of awareness campaigns, including advertising, member referrals, community events, search engine marketing,
public relations and online banner advertising. We also plan to increase our Zipcar membership base by expanding the number of
businesses, government agencies and universities that Zipcar serves within its existing markets, as well as new markets where the
Company's existing car rental presence will help enable the introduction of Zipcar's car sharing services. We expect Zipcar to
continue to expand its relationships with businesses, governments and affinity groups, including by leveraging the Company's
existing relationships, to expand awareness and usage of Zipcar's car sharing services.
Expand into New Markets. We plan to continue and to accelerate the expansion of Zipcar into new international and
domestic markets both organically and through efforts enabled by the Company's pre-existing operations. Zipcar's market
expansion strategy is based on its experience and expertise in identifying and expanding into attractive new markets that can
support car sharing. Zipcar has historically expanded its operations in the United States and Europe through a combination of
organic growth and acquisitions. We plan to add new cities to the Zipcar network, through continued organic growth as well as
potentially through acquisitions and/or joint ventures or licensing relationships, in the future.
Leverage Zipcar's Network to Broaden Relationships with Members. Zipcar members are critical to Zipcar's success
and we believe that continuously improving the member experience translates into longer and more active member relationships.
Zipcar has embarked on numerous customer-based initiatives to enhance the Zipcar experience for members and we will continue
to seek ways to leverage the Zipcar network in order to broaden Zipcar's product and service offerings and to provide members
with personalized and localized mobility services for urban and university lifestyles. In addition, new mobility models and
technologies, including peer-to-peer, station-less and one-way car sharing, ridesharing and smart parking are complementary to
Zipcar's car sharing services. We view the growth of the mobility category as an opportunity to exploit the network effects and
business synergies that Zipcar can bring to the broader mobility space.
Achieve Significant Synergies. We expect to achieve significant synergies within the first two years of our acquisition of
Zipcar based on numerous opportunities that we have identified in the areas of cost reductions, enhanced fleet utilization and
revenue growth. We plan to reduce Zipcar's costs as a percentage of revenue through refinements and reductions in a number of
areas, including fleet financing costs, fleet maintenance costs and other operating, general and administrative expenses. We also
plan for Zipcar to realize significant fleet utilization benefits and savings by combining our car rental and car-sharing fleets at
times to reduce the number of under-utilized Zipcars during the week and to better satisfy Zipcar's unmet weekend demand. In the
area of revenue growth, we plan to expand Zipcar's product offerings, increasing its number of downtown locations, offering
one-way usage of Zipcars at airports, and expanding Zipcar's business members and partnership opportunities through its
well-established corporate and affinity relationships.

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