View:
January
11, 2008
VIA
EDGAR AND HAND DELIVERY
Mr.
Daniel Morris
Attorney-Advisor
Division
of Corporation Finance
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
Re: Avis
Budget Group, Inc.
Definitive
14A
Filed
April 4, 2007
File
No. 001-10308
Dear
Mr.
Morris:
We
transmit herewith for the Staff’s
consideration our response to the comments raised in the Staff’s comment letter
dated December 10, 2007. For your convenience, we have numbered the
comments as set forth in your letter, repeated such comments as set forth in
your letter and set forth our response to each comment immediately below such
comment.
We
are available at your convenience to
discuss these matters with you.
|
1.
|
While
we note your response to prior comment 3, we re-issue the comment
in
part. Please confirm that you will identify the benchmark
companies for total cash compensation and total direct
compensation. To the extent that you do not know the identity
of your benchmark companies, please confirm that you will explain
in
future filings why their identities are
unknown.
|
RESPONSE:
We
confirm that, in future filings, we will either identify the benchmark companies
for total cash compensation and total direct compensation or, to the extent
that
we do not know the identity of our benchmark companies because of the "no-names"
basis of the relevant surveys we use, we will explain why their identities
are
unknown. In that regard, we note that, for 2007, we do not know the
identities for the benchmark companies utilized for total cash compensation
and
total direct compensation for the reasons referenced in our October 26, 2007
response letter.
|
2.
|
While
we note your responses to prior comments 6 and 7, the causal connection
between the disclosure of your performance targets and any competitive
harm is not clear. If you believe that your performance targets
may be omitted due to the risk of competitive harm, please provide
additional detailed analysis in support of this conclusion. We
request that you address, with greater specificity, how the disclosure
of
performance targets might be expected to affect the particular business
decisions of your competitors and, in so doing, place you at a competitive
disadvantage. Refer to Instruction 4 of Item 402(b) of
Regulation S-K. Please refer to prior comment 6 for additional
guidance, as appropriate.
|
RESPONSE:
We
believe that our performance targets may be omitted due to the risk of
competitive harm. Set forth on Annex A to this letter, for which we
have submitted a request for confidential treatment, is additional detailed
analysis in support of this conclusion addressing how the disclosure of our
performance targets might be expected to affect the particular business
decisions of our competitors, and in doing so, place us at a competitive
disadvantage.
|
3.
|
We
note your response to prior comment 8, however, we re-issue the prior
comment. In future filings, please provide additional detail
and analysis of how individual performance contributed to the compensation
of each named executive officer. Please confirm that you will
provide individualized discussions for each named executive
officer.
|
RESPONSE:
To
the
extent that specific compensation decisions for individual named executive
officers are based on individual performance, in future filings we will disclose
such decisions, and we will provide individualized discussions for each named
executive officer to the extent such decisions and factors differ among named
executive officers and constitute material information.
|
4.
|
While
we note your response to prior comment 9, we request that your disclosure
in future filings include a more detailed discussion of the material
differences in total compensation (and each element of compensation,
as
applicable) payable to the named executive officers. As part of
that discussion, please explain why you believe it is appropriate
that Mr.
Nelson’s compensation is a multiple of the compensation payable to other
named executive officers. Please confirm that you will comply
with prior comment 9 in your future
filings.
|
RESPONSE:
In
future
filings we will include a more detailed discussion of the material differences
in total compensation (and each element of compensation, as applicable) to
the
named executive officers. As part of that discussion, to the extent
that Mr. Nelson’s compensation is a multiple of the compensation payable to
other named executive officers, we will explain why we believe such compensation
level is appropriate. We further confirm that we will comply with
prior comment 9 in future filings.
*
*
*
The
Company acknowledges that the Company is responsible for the adequacy and
accuracy of the disclosure in the filing; Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing; and the Company may not assert
Staff comments as a defense in any proceeding initiated by the Commission or
any
person under the federal securities laws of the United States.
Please
contact our Secretary, Jean Marie Sera at (973) 496-2579 or the undersigned
at
(973) 496-5959 should you require further information or have any
questions.
Very
truly yours,
/s/
Ronald L.
Nelson
Ronald
L. Nelson
Chairman
and Chief Executive
Officer