Thrifty Car Rental 2007 Annual Report Download

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Table of contents

  • Page 1

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  • Page 3
    ...Car, Thrifty Car Rental, Thrifty Car Sales CUSTOMERS -Value-conscious travelers EMPLOYEES -Approximately 8,500 located mainly in North America LOCATIONS -Over 1,600 corporate and franchised worldwide locations including over 800 in the United States and Canada U.S. AND CANADA OPERATIONS - The Dollar...

  • Page 4
    TO OUR Shareholders: The year 2007 was a challenging year for the U.S. economy, the car rental business and Dollar Thrifty Automotive Group. Like many companies, we were impacted by the volatility in the global financial and credit markets. Economic uncertainty and declining consumer confidence ...

  • Page 5
    ... sites play a vital role in enabling us to be a low cost provider in the car rental industry. We also plan to continue to expand the number of locations we operate in local markets. During 2007, we added 46 new local market stores. Our long-term goal for 2008 and beyond is to open an additional 50...

  • Page 6
    Dollar Thrifty Automotive Group, Inc. Our Mission VALUE EVERY TIME We will take our mission seriously and we will deliver value (price and service) to every customer, every time. Our values at work everyday

  • Page 7
    FORM 10 -K Dollar Thrifty Automotive Group, Inc.

  • Page 8
    ...of principal executive offices and zip code) Registrant's telephone number, including area code: (918) 660-7700 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Common Stock, $.01 par value Name of each exchange on which registered: New York Stock Exchange Securities...

  • Page 9
    ... as of June 30, 2007, the last business day of the registrant's most recently completed second fiscal quarter, based on the closing price of the stock on the New York Stock Exchange on such date was $951,595,565. The number of shares outstanding of the registrant's Common Stock as of February 22...

  • Page 10
    ... COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES...SELECTED FINANCIAL DATA...MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION...QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...FINANCIAL STATEMENTS AND SUPPLEMENTARY...

  • Page 11
    ... ACCOUNTANT FEES AND SERVICES... 81 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES... 82 101 102 SIGNATURES...INDEX TO EXHIBITS... FACTORS AFFECTING FORWARD-LOOKING STATEMENTS Some of the statements contained herein under "Business" and "Management's Discussion and Analysis of Financial Condition...

  • Page 12
    .... Thrifty Car Sales operates a franchised retail used car sales network. The Company has two additional subsidiaries, Rental Car Finance Corp. ("RCFC") and Dollar Thrifty Funding Corp., which are special purpose financing entities and have been appropriately consolidated in the financial statements...

  • Page 13
    ... to the New York Stock Exchange on May 18, 2007. Industry Overview The U.S. daily car rental industry has two principal markets: the airport market and the local market. Vehicle rental companies that focus on the airport market rent primarily to business and leisure travelers. Companies focusing on...

  • Page 14
    ...110 231 116 Dollar and Thrifty Brands Dollar Dollar's main focus is serving the airport vehicle rental market, which is comprised of business and leisure travelers. The majority of its locations are on or near airport facilities. At December 31, 2007, Dollar had 111 company-owned and franchised in...

  • Page 15
    ... 31, 2007. Corporate Operations United States The Company's operating model for U.S. Dollar and Thrifty company-owned stores includes generally maintaining separate airport counters, bussing, reservations, marketing and all other customer contact activities, while using a single management team for...

  • Page 16
    ... costs. Dollar and Thrifty license to franchisees the use of their respective brand service marks in the vehicle rental and leasing and parking businesses. Franchisees of Dollar and Thrifty pay an initial franchise fee generally based on the population, number of airline passengers, total airport...

  • Page 17
    ... as well as national accounts and supplies programs. As of December 31, 2007, Thrifty Car Sales had 41 franchise locations in operation. Other Services Parking Services. Airport parking operations are a natural complement to vehicle rental operations. The Company encourages its franchisees that...

  • Page 18
    ... airline reservation systems and through such systems to travel agencies in the United States, Canada and abroad. Marketing Dollar and Thrifty are positioned as value car rental companies in the travel industry, providing on-airport convenience with low rates on quality vehicles. Customers who rent...

  • Page 19
    ...'s changing travel needs. In 2007, Dollar launched a new version of dollar.com which enhanced many of the features that individuals rely upon to rent cars online. Leading the way is a new reservation process that allows customers to see the entire fleet inventory at a given location on a given date...

  • Page 20
    ... the Company's worldwide reservations centers, the automated counter system produces rental agreements and provides the Company and its franchisees with customer and vehicle inventory information as well as financial and operating reports. Fleet Acquisition and Management Vehicle Supply For the 2007...

  • Page 21
    ... of its vehicles. See Note 10 of Notes to Consolidated Financial Statements. Fleet Leasing Programs DTG Operations makes fleet leasing programs available to Dollar and Thrifty U.S. franchisees for each new model year. The terms of its fleet leasing programs generally mirror the requirements of...

  • Page 22
    ... market is operated either directly or through franchisees of the major U.S. vehicle rental companies, including Alamo, Avis, Budget, Enterprise, Hertz and National, as well as Dollar and Thrifty. Insurance The Company is subject to third-party bodily injury liability and property damage claims...

  • Page 23
    ... of charges to customers. Dollar and Thrifty are subject to federal, state and local laws and regulations relating to taxing and licensing of vehicles, franchise sales, franchise relationships, vehicle liability, used vehicle sales, insurance, telecommunications, vehicle rental transactions...

  • Page 24
    ... with applicable requirements of environmental laws, there can be no assurance that the Company's future environmental liabilities will not be material to the Company's consolidated financial position or results of operations or cash flows. Employees As of December 31, 2007, the Company employed...

  • Page 25
    ... on our liquidity, our cash flows and/or our results of operations. Dependence on Air Travel We get approximately 90% of our rental revenues from airport locations and airport arriving customers. The number of airline passengers has a significant impact on our business. Mergers and acquisitions in...

  • Page 26
    ... from renting cars, causing a decline in airline passenger traffic, or increasing our operating costs, if these increased costs cannot be passed through to our customers. Third Party Internet Sites The Internet has had a significant impact on the way travel companies get reservations. For 2007, we...

  • Page 27
    ... with third party Internet sites could result in reduced reservations from one or more of these sites and less revenue. Liability Insurance Risk We are exposed to claims for personal injury, death and property damage resulting from accidents involving our rental customers and the use of our...

  • Page 28
    ... rental rates resulting from an increase in our financing costs. Outsourcing Arrangements We have an agreement with EDS to handle the majority of our IT services. If EDS fails to meet our required IT needs due to a lack of technical ability or financial condition or otherwise, we may suffer a loss...

  • Page 29
    ... parties. As of December 31, 2007, the Company's company-owned operations were carried on at 466 locations in the United States and Canada, the majority of which are leased. Dollar and Thrifty each operate company-owned stores under concession agreements with various governmental authorities charged...

  • Page 30
    ...Passenger Car Rental Tourism Assessment Program, that the Program violates the Interstate Commerce Clause of the US Constitution by limiting the assessment to airport locations renting to out-of-state travelers and a violation of the California Constitution by not maintaining segregated accounts for...

  • Page 31
    ...COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol "DTG." The high and low closing sales prices for the Common Stock for each quarterly period during 2007 and 2006...

  • Page 32
    ... 2006, the Company announced that its Board of Directors had authorized a $300 million share repurchase program to replace the $100 million program of which $44.7 million had been used to repurchase shares. In 2007, the Company repurchased 2,304,406 shares of common stock at an average price of $31...

  • Page 33
    ... and industry conditions, the Company has currently suspended repurchasing shares under its share repurchase program. Performance Graph The following graph compares the cumulative total stockholder return on DTG common stock with the Hemscott Industry Group 761 - Rental & Leasing Services and the...

  • Page 34
    ... stores data were derived from Company records. 2007 Statements of Income: (in thousands except per share amounts) 2006 Year Ended December 31, 2005 2004 2003 Revenues: Vehicle rentals Other Total revenues Costs and expenses: Direct vehicle and operating Vehicle depreciation and lease charges...

  • Page 35
    ... S. and Canada 2007 2006 Year Ended December 31, 2005 2004 2003 System-wide Data: Rental locations: Company-owned stores Franchisee locations Total rental locations Average number of vehicles operated during the period by company-owned stores and franchisees Peak number of vehicles operated during...

  • Page 36
    ... FINANCIAL CONDITION AND RESULTS OF OPERATION The Company operates two value rental car brands, Dollar and Thrifty. The majority of its customers pick up their vehicles at airport locations. Both brands are value priced and the Company seeks to be the industry's low cost provider. Leisure customers...

  • Page 37
    ... from leasing vehicles to franchisees, continuing franchise fees and providing services to franchisees, parking income and miscellaneous sources. The Company's expenses consist of: • Direct vehicle and operating expense related to the rental of revenue-earning vehicles to customers and the...

  • Page 38
    ... decline in vehicle leasing revenue and fees and services revenue primarily due to the shift of several locations from franchised operations to corporate operations. Additionally, there was a decrease in the market value of investments in the Company's deferred compensation and retirement plans of...

  • Page 39
    ... the airport facility, and increases in rent expense of $6.7 million. Commission expenses increased $12.4 million, which are primarily based on increased revenue and relate to fees charged by travel agents, third party Internet sites and credit card companies. Personnel related expenses increased...

  • Page 40
    ... for 2007 compared to 2006. The market value of investments in the Company's deferred compensation and retirement plans decreased $13.9 million, which is offset in other revenue and, therefore, did not impact net income. Transition costs relating to the outsourcing of IT and call center operations...

  • Page 41
    ... locations from franchised operations to corporate operations. This decrease in other revenue was partially offset by an increase of $2.6 million in parking revenues and an increase of $2.1 million in the market value of the investments in the Company's deferred compensation and retirement plans...

  • Page 42
    ... on increased revenue and relate to fees charged by travel agents, third party Internet sites and credit card companies. Vehicle related costs decreased $12.5 million. This decrease resulted primarily from a decrease in vehicle insurance expense of $18.0 million related to lower accrual rates in...

  • Page 43
    ... purchase of vehicles for its rental and leasing fleets, non-vehicle capital expenditures, franchisee acquisitions and for working capital. The Company uses both cash and letters of credit to support asset backed vehicle financing programs. The Company also uses letters of credit or insurance bonds...

  • Page 44
    ... a downsizing of the Company's fleet or reduced vehicle purchases could result in reduced deferrals and increased payments of federal and state cash income taxes, after considering the effect of net operating loss carryforwards. The Like-Kind Exchange Program has historically increased the amount of...

  • Page 45
    ...non-vehicle related term loan, airport concession fee and operating lease commitments related to airport and other facilities, technology contracts, and vehicle purchases. The Company expects to fund these commitments with cash generated from operations, sales proceeds from disposal of used vehicles...

  • Page 46
    ... The Company finances its Canadian vehicle fleet through a fleet securitization program. Under this program, DTG Canada can obtain vehicle financing up to CND$300 million funded through a bank commercial paper conduit which expires May 31, 2010. At December 31, 2007, DTG Canada had approximately...

  • Page 47
    ... from 2010 through 2012. The Company has minimal scheduled annual principal payments relating to its Term Loan through 2013 with the remaining lump sum due in 2014. The Company intends to use cash generated from operations and from the sale of vehicles for debt service and, subject to restrictions...

  • Page 48
    ...of operations. The more significant items include: Vehicle insurance reserves - The Company does self-insure or retain a portion of the exposure for losses related to bodily injury and property damage liability claims along with the risk retained for the supplemental liability insurance program. The...

  • Page 49
    ... payment plans - The Company has share-based compensation plans under which the Company grants performance shares, non-qualified option rights and restricted stock to key employees and non-employee directors. The Company's performance share awards contain both a performance condition and a market...

  • Page 50
    ... ABOUT MARKET RISK The table below provides information about the Company's market sensitive financial instruments and constitutes a "forward-looking statement." The Company's primary market risk exposure is changing interest rates, primarily in the United States. The Company manages interest rates...

  • Page 51
    ... Maturity Dates as of December 31, 2007 (in thousands) Debt: Vehicle debt and obligationsfloating rates (1) Weighted average interest rates Vehicle debt and obligationsfixed rates Weighted average interest rates Vehicle debt and obligationsCanadian dollar denominated Weighted average interest rates...

  • Page 52
    ... Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, on January 1, 2006. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2007...

  • Page 53
    DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEAR ENDED DECEMBER 31, 2007, 2006 AND 2005 (In Thousands Except Per Share Data) 2007 REVENUES: Vehicle rentals Other Total revenues COSTS AND EXPENSES: Direct vehicle and operating Vehicle depreciation and ...

  • Page 54
    ... LIABILITIES: Accounts payable Accrued liabilities Deferred income tax liability Vehicle insurance reserves Debt and other obligations Total liabilities COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value: Authorized 10,000,000 shares; none outstanding Common stock...

  • Page 55
    ...2007, 2006 AN D 2005 (In Thousands Except Share and Per Share Data) Com m on Stock $.01 Par Value Shares Am ount BALAN CE, JANU ARY 1, 2005 Issuance of com m on shares for director com pensation Stock option transactions, including tax benefit Purchase of com m on stock... e (Loss) 2,694 ...

  • Page 56
    ... expenses and other assets Accounts payable Accrued liabilities Vehicle insurance reserves Other Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Revenue-earning vehicles: Purchases Proceeds from sales Net change in restricted cash and investments Property, equipment...

  • Page 57
    ... from non-vehicle debt Payments of non-vehicle debt Payments of debt assumed through acquisition Issuance of common shares Purchase of common stock for the treasury Financing issue costs Net cash provided by (used in) financing activities CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS...

  • Page 58
    ...rental business, sells vehicle rental franchises worldwide and provides sales and marketing, reservations, data processing systems, insurance and other services to franchisees. RCFC and DTFC provide vehicle financing to the Company. Estimates - The preparation of the Company's consolidated financial...

  • Page 59
    tax program for deferred tax gains on eligible vehicle remarketing. These funds are primarily held in a highly rated money market fund with investments primarily in government and corporate obligations with a dollar-weighted average maturity not to exceed 60 days, as permitted by the indenture. ...

  • Page 60
    ... under the related rental contracts with customers. Revenues from leasing vehicles to franchisees are principally under operating leases with fixed monthly payments and are recognized as earned over the lease terms. Revenues from fees and services include providing sales and marketing, reservations...

  • Page 61
    ..., 2006 and 2005 periods. The Company did not issue stock options in 2007, 2006 or 2005. New Accounting Standards - As discussed in Note 13, in December 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 123(R), "Share-Based Payment" ("SFAS No.123(R)"), which eliminates...

  • Page 62
    ...required. Adoption of SAB No. 108 did not have a material impact on the Company's consolidated financial position or results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement...

  • Page 63
    ...) Net Income Basic EPS: Weighted average common shares Basic EPS Diluted EPS: Weighted average common shares Shares contingently issuable: Stock options Performance awards Employee compensation shares deferred Director compensation shares deferred Shares applicable to diluted Diluted EPS $ 1,215...

  • Page 64
    ..., these purchase price adjustments have not been material. Each of the acquisitions has been accounted for using the purchase method of accounting and operating results of the acquirees from the dates of acquisition are included in the consolidated statements of income of the Company. Acquisitions...

  • Page 65
    ... 252,310 (9,961) 242,349 2006 $ Trade accounts and notes receivable include primarily amounts due from rental customers, franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business. Notes receivable are generally issued to...

  • Page 66
    ...in the consolidated statements of income. Promotional payments received under the VSA are recognized as a reduction of the cost of the vehicles when acquired. The Company also receives interest reimbursement for Program Vehicles while at auction and for certain delivery related interest costs, which...

  • Page 67
    ...intangible assets Reacquired franchise rights Total intangible assets $ 69,201 103,777 $ 66,160 During 2007, the Company wrote off $3.7 million of software, of which $3.2 million was made obsolete by the new Pros Fleet Management Software and $0.5 million related to software no longer in use. The...

  • Page 68
    ...year Effect of change in rates used for foreign currency translation Ending balance $ $ 280,103 147 1,174 281,424 $ $ $ 280,122 (19) 280,103 2006 10. DEBT AND OTHER OBLIGATIONS Vehicle debt and obligations consist of the following (in thousands): December 31, 2007 Vehicle debt and other obligations...

  • Page 69
    ... the claims of its creditors. Dollar and Thrifty lease vehicles from RCFC under the terms of a master lease and servicing agreement. The asset backed medium term note indentures also provide for additional credit enhancement through over collateralization of the vehicle fleet, cash or letters of...

  • Page 70
    .... The Term Loan allows the Company greater flexibility to finance Non-Program Vehicles and vehicle purchases from non-investment grade manufacturers. The Term Loan requires minimum quarterly principal payments which began in September 2007, but depending on the level of excess cash flows and...

  • Page 71
    ... as part of its risk management program, by striving to reduce the potentially adverse effects that the volatility of the financial markets may have on the Company's operating results. The Company has used interest rate swap agreements, for each related new asset backed medium term note issuance in...

  • Page 72
    ... the related voting rights at a steeply discounted price. The plan also includes an exchange option after the rights become exercisable. The Board of Directors may effect an exchange of part or all of the rights, other than rights that have become void, for shares of the Company's common stock for...

  • Page 73
    ...No. 123(R) did not have a material impact on the Company's consolidated statements of financial condition, results of operations or cash flows. SFAS No. 123(R) requires the Company to estimate forfeitures in calculating the expense relating to share-based compensation as opposed to recognizing these...

  • Page 74
    ...and-without" approach). Under this approach, share-based compensation deductions are, effectively, always considered last to be realized. Due to significant net operating losses for income tax purposes, the Company did not realize any tax benefits from option exercises during 2007, 2006 or 2005. 66

  • Page 75
    ... on the closing market price of the Company's common shares at the date of grant. The market condition based portion of the award was estimated on the date of grant using a lattice-based option valuation model and the assumptions noted in the following table: 2007 2006 Weighted-average expected life...

  • Page 76
    ... stock units to non-employee directors. These grants generally vest at the end of the fiscal year in which the grants were made. For the awards granted in 2007, 2006 and 2005, the grant-date fair value of the award was based on the closing market price of the Company's common shares at the date...

  • Page 77
    .... In February 2006, the Company announced that its Board of Directors had authorized a $300 million share repurchase program to replace the existing $100 million program. In 2007, the Company repurchased 2,304,406 shares of common stock at an average price of $31.05 per share totaling $71,543,000...

  • Page 78
    ... consist of the following: December 31, 2007 (In Thousands) Deferred tax assets: Vehicle insurance reserves Allowance for doubtful accounts and notes receivable Other accrued liabilities Federal and state NOL carryforwards Interest rate swap AMT credit carryforward Canadian NOL carryforwards...

  • Page 79
    ... and trade receivables. The Company limits its exposure on cash and cash equivalents and restricted cash and investments by investing in highly rated funds and short-term time deposits with a diverse group of high quality financial institutions. The Company's exposure relating to interest rate swaps...

  • Page 80
    ... estimated fair values of financial instruments have been determined by the Company using available market information and valuation methodologies. Cash and Cash Equivalents, Restricted Cash and Investments, Receivables, Accounts Payable, Accrued Liabilities and Vehicle Insurance Reserves - The...

  • Page 81
    ... public liability and property damage claims, including third-party bodily injury and property damage. The Company maintains insurance for losses above these levels. The Company continues to retain the risk of loss on supplemental liability insurance ("SLI") policies sold to vehicle rental customers...

  • Page 82
    ... certain damage waivers, that the pass through of the California trade and tourism commission and airport concession fees violate antitrust laws and various other rights and laws by compelling out-of-state visitors to subsidize the passenger car rental tourism assessment program. The Company intends...

  • Page 83
    ...makes business and operating decisions on an overall company basis. The Company no longer reports Dollar and Thrifty as operating segments. Financial results are not available by brand. Included in the consolidated financial statements are the following amounts relating to geographic locations: Year...

  • Page 84
    19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) A summary of the quarterly operating results during 2007 and 2006 follows: Year Ended December 31, 2007 Revenues Operating income Net income (loss) Earnings (loss) per share Basic Diluted $ $ 0.22 0.21 $ $ 0.66 0.63 $ $ 0.50 0.48 $ $ (1.45) (1.45) $ ...

  • Page 85
    ... of Year 2007 Allowance for doubtful accounts Vehicle insurance reserves Valuation allowance for deferred tax assets 2006 Allowance for doubtful accounts Vehicle insurance reserves Valuation allowance for deferred tax assets 2005 Allowance for doubtful accounts Public liability and property damage...

  • Page 86
    ... maintaining adequate internal control over financial reporting. The internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems...

  • Page 87
    ...control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable...

  • Page 88
    ..., in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2007 of the Company and our report dated February 29, 2008 expressed an unqualified...

  • Page 89
    ... Information Regarding Director Nominees and Named Executive Officers", "Independence, Meetings, Committees and Compensation of the Board of Directors - Audit Committee", "Section 16(a) Beneficial Ownership Reporting Compliance" and "Code of Ethics" in the Company's definitive Proxy Statement which...

  • Page 90
    ... of Common Stock, filed as the same numbered exhibit with DTG's Registration Statement on Form S-1, as amended, Registration No. 333-39661, which became effective December 16, 1997* Note Purchase Agreement dated as of March 4, 1998 among Rental Car Finance Corp., Dollar Thrifty Funding Corp. and...

  • Page 91
    ... Harris Trust and Savings Bank, as Rights Agent, filed as the same numbered exhibit with DTG's Form 8-K, filed July 24, 1998, Commission File No. 1-13647* Amendment No. 3 to Liquidity Agreement dated as of February 18, 2000 among Dollar Thrifty Funding Corp., certain financial institutions, as the...

  • Page 92
    ... No. 3 to Note Purchase Agreement dated as of April 16, 2002 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Bank One, NA, filed as the same numbered exhibit with DTG's Form 10-Q for the...

  • Page 93
    ...Managing Agents parties thereto, and Dresdner Wasserstein Securities LLC, filed as the same numbered exhibit with DTG's Form 8-K, filed March 28, 2005, Commission File No. 1-13647* Amendment No. 9 to Liquidity Agreement dated as of March 22, 2005 among Dollar Thrifty Funding Corp., certain financial...

  • Page 94
    ...the Managing Agents parties thereto, and Dresdner Kleinwort Wasserstein Securities LLC, filed as the same numbered exhibit with DTG's Form 8-K, filed February 7, 2006, Commission No. 1-13647* Note Purchase Agreement dated as of March 23, 2006 among Rental Car Finance Corp., Dollar Thrifty Automotive...

  • Page 95
    ..., the Managing Agents parties thereto, and Dresdner Kleinwort Securities LLC, filed as the same numbered exhibit with DTG's Form 8-K, filed March 30, 2007, Commission No. 1-13647* Amendment No. 11 to Liquidity Agreement dated as of March 20, 2007 among Dollar Thrifty Funding Corp., certain financial...

  • Page 96
    ... as the same numbered exhibit with DTG's Form 8-K, filed May 29, 2007, Commission File No. 1-13647* CP Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among Dollar Thrifty Funding Corp., DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group...

  • Page 97
    ... 1998-1 Supplement dated as of June 19, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, and Dollar Thrifty Funding Corp., filed as the same numbered exhibit with DTG's Form 8-K, filed June 27, 2007, Commission...

  • Page 98
    ... No. 1-13647* Amendment No. 1 dated as of May 22, 2007 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV) among Rental Car Finance Corp., DTG Operations, Inc. and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG's Form 10-Q for the...

  • Page 99
    ... No. 1-13647* Dollar Thrifty Automotive Group, Inc., Executive Option Plan effective June 1, 2002, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended June 30, 2002, filed August 13, 2002, Commission File No. 1-13647* Vehicle Supply Agreement dated as of October 31...

  • Page 100
    ... Long-Term Incentive Plan and Director Equity Plan dated as of March 23, 2005 and Adopted by Shareholders on May 20, 2005, filed as the same numbered exhibit with DTG's Form 8-K, filed May 25, 2005, Commission File No. 1-13647* Form of Performance Shares Grant Agreement between Dollar Thrifty...

  • Page 101
    ... director, filed as the same numbered exhibit with DTG's Form 8-K, filed May 25, 2005, Commission File No. 1-13647* Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Steven B. Hildebrand, Senior Executive Vice President and Chief Financial Officer...

  • Page 102
    ... Long-Term Incentive Plan and Director Equity Plan effective as of February 1, 2006, filed as the same numbered exhibit with DTG's Form 8-K, filed February 7, 2006, Commission File No. 1-13647* Form of Performance Share Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable...

  • Page 103
    ... No. 1-13647* Dollar Thrifty Automotive Group, Inc. 2007 Incentive Compensation Plan, filed as the same numbered exhibit with DTG's Form 8-K, filed February 6, 2007, Commission File No. 1-13647* Form of Performance Shares Grant Agreement between the Company and the applicable employee, filed as the...

  • Page 104
    ... to Retirement Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007, filed as the same numbered exhibit with DTG's Form 8-K, filed February 6, 2007, Commission File No. 113647* Credit Agreement dated as...

  • Page 105
    ...period ended June 30, 2007, filed August 7, 2007, Commission File No. 1-13647* Deferral Agreement regarding 2005 performance share plan award dated June 29, 2007 between John J. Foley and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly...

  • Page 106
    ... Plan Employee Enrollment Form - Retirement Contribution dated December 31, 2007 between John J. Foley and Dollar Thrifty Automotive Group, Inc.** Amendment to Notice of Election Regarding Payment of Director's Fees (Earned and Deferred through December 31, 2007) dated December 31, 2007 executed...

  • Page 107
    ...Notice of Election Regarding Payment of Director's Fees for Calendar Year 2008 dated December 29, 2007 executed by Edward L. Wax** Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director's Compensation Effective January 1, 2008 Until Further Modified** Subsidiaries of DTG** Consent of...

  • Page 108
    ... Registration Statement on Form S-8, Registration No. 333-89189, filed as the same numbered exhibit with Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan's Form 11-K for the fiscal year ended December 31, 2006, filed June 26, 2007* Consent of Deloitte & Touche LLP regarding DTG's Forms...

  • Page 109
    ... Title: President and Principal Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ GARY L. PAXTON Gary...

  • Page 110
    ...Plan Employee Enrollment Form - Salary dated December 31, 2007 between R. Scott Anderson and Dollar Thrifty Automotive Group, Inc. Deferred Compensation Plan Employee Enrollment Form - Salary dated December 31, 2007 between John J. Foley and Dollar Thrifty Automotive Group, Inc. 2007 Retirement Plan...

  • Page 111
    ... Plan Employee Enrollment Form - Retirement Contribution dated December 31, 2007 between John J. Foley and Dollar Thrifty Automotive Group, Inc. Amendment to Notice of Election Regarding Payment of Director's Fees (Earned and Deferred through December 31, 2007) dated December 31, 2007 executed...

  • Page 112
    ... of Deloitte & Touche LLP regarding DTG's Forms S-8, Registration No. 333-79603, Registration No. 333-89189, Registration No. 333-33144, Registration No. 333-33146, Registration No. 333-50800 and Registration No. 333-128714 Certification by the Chief Executive Officer Pursuant to Section 302 of the...

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