Dollar Rent A Car 2006 Annual Report Download

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Table of contents

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    FORM 10 -K Dollar Thrifty Automotive Group, Inc.

  • Page 6
    ... OF 1934 OR For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 1-13647 _____ DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. (Exact name of registrant...

  • Page 7
    ... as of June 30, 2006, 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 $1,094,783,697. The number of shares outstanding of the registrant's Common Stock as of February 28...

  • Page 8
    ... 10. ITEM 11. ITEM 12. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE...EXECUTIVE COMPENSATION...SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS...CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE... 78 78 78 78 ITEM...

  • Page 9
    ...and competitive conditions in markets and countries where the companies' customers reside and where the companies and their franchisees operate; natural hazards or catastrophes; incidents of terrorism; airline travel patterns; changes in capital availability or cost; costs and other terms related to...

  • Page 10
    ... from franchising fees and services including vehicle leasing. Consequently, Dollar and Thrifty incur the costs of operating company-owned stores, and their revenues are directly affected by changes in rental demand and pricing. The Company is the successor to Pentastar Transportation Group, Inc...

  • Page 11
    ...Investor Relations" department. The annual Chief Executive Officer certification required by the New York Stock Exchange Listed Company Manual was submitted to the New York Stock Exchange on May 19, 2006. Industry Overview The U.S. daily vehicle rental industry has two principal markets: the airport...

  • Page 12
    ...a strategy to operate companyowned stores in the top 75 airport markets and in key leisure destinations in the United States. In the United States, the Dollar and Thrifty brands remain separate, but operate corporately under a single management structure and share vehicles, back-office employees and...

  • Page 13
    ... 2006, Thrifty's vehicle rental system included 478 rental locations in the United States and Canada, consisting of 271 franchisee locations and 207 company-owned stores. Thrifty's total rental revenue generated by company-owned stores was $616 million for the year ended December 31, 2006. Corporate...

  • Page 14
    ... loss damage waivers and insurance products related to the vehicle rental. Summary of Corporate Operations Data 2006 Year Ended December 31, 2005 (in thousands) 2004 Rental revenues: United States - Dollar United States - Thrifty Total U.S. rental revenues Canada - Dollar and Thrifty Total rental...

  • Page 15
    ... operating a single-brand or co-brand location pay a monthly fee generally equal to 8% of rental revenue. Franchisee Services and Products Dollar and Thrifty provide their U.S. and Canadian franchisees a wide range of products and services, including vehicle leasing, reservations, marketing programs...

  • Page 16
    ... strategy and website, operational and marketing support, vehicle supply services, customized retail and wholesale financing programs as well as national accounts and supplies programs. As of December 31, 2006, Thrifty Car Sales had 32 franchise locations in operation. Reservations The Internet...

  • Page 17
    ...Web sites, dollar.com and thrifty.com, to provide enhancements to best meet their customer's changing travel needs. Dollar and Thrifty are among the leading car rental companies in direct-connect technology, which bypasses global distribution systems and reduces reservation costs. Dollar and Thrifty...

  • Page 18
    ... start of each model year. The terms include monthly depreciation rates, minimum and maximum holding periods and mileages, model mix requirements, and vehicle condition and other return requirements. The residual value program enables DTG Operations to limit its residual value risk with respect to...

  • Page 19
    ... as the general level of pricing in the automotive industry for both new and used vehicles. Because of the difficulty in predicting future vehicle resale values, the Company may not be able to manage effectively the residual value risk on its Non-Program Vehicles. Dollar and Thrifty entered into...

  • Page 20
    ... Company also uses commercial paper programs, bank lines of credit and vehicle manufacturer lines of credit to finance the remainder of its vehicles. Fleet Leasing Programs DTG Operations makes fleet leasing programs available to Dollar and Thrifty U.S. franchisees for each new model year. The terms...

  • Page 21
    ... insurance policies sold to vehicle rental customers. In 2005 and 2004, the Company retained the risk of loss for general and garage liability insurance coverage in various amounts up to $2.0 million and maintained insurance at certain amounts in excess of $2.0 million. In March 2006, the Company...

  • Page 22
    ... 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 23
    ... to reduce our rental fleet size in the event of an unexpected reduction in rental demand, which partially offsets the related reduction in revenues. The disposal of vehicles for which we retain the used car market value risk will be subject to prevailing market prices. Highly Competitive Nature...

  • Page 24
    ... Risk in Vehicle Disposition We have generally retained the used car market value risk on 15% to 35% of our vehicles and plan to increase this percentage in 2007 and future periods. The depreciation costs for these vehicles are highly dependent on the strength of used car prices at the time of sale...

  • Page 25
    ... 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 cars. In March 2006...

  • Page 26
    ... to the Company's consolidated financial position or results of operations or cash flows. Vehicle Financing We depend on the capital markets for financing our vehicles using primarily asset backed financing programs. We use our cash and letters of credit under our bank loan facility to provide more...

  • Page 27
    ... ended December 31, 2006. PART II ITEM 5. MARKET FOR REGISTRANT'S 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...

  • Page 28
    ... of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs Period October 1, 2006 October 31, 2006 November 1, 2006 November 30, 2006 December 1, 2006 December 31, 2006 Total Total Number of Shares Purchased Average Price Paid...

  • Page 29
    ...its Board of Directors had authorized a new $300 million share repurchase program to replace the existing $100 million program of which $44.7 million had been used to repurchase shares. In 2006, the Company repurchased 2,558,900 shares of common stock at an average price of $43.50 per share totaling...

  • Page 30
    ...the Company. The system-wide data and company-owned stores data were derived from Company records. 2006 Statements of Income: (in thousands except per share amounts) 2005 Year Ended December 31, 2004 2003 2002 Revenues: Vehicle rentals Vehicle leasing Fees and services Other Total revenues Costs...

  • Page 31
    ... S. and Canada 2006 2005 Year Ended December 31, 2004 2003 2002 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 32
    ... leasing, royalty fees and services provided to franchisees. In 2006, the Company's revenues were positively impacted by franchise acquisitions and stronger rental demand due to increased travel. Total rental day volume increased 5.0% with same store volume increasing by 1.1%. In addition, year...

  • Page 33
    ... statements of income: 2006 Revenues: Vehicle rentals Vehicle leasing Fees and services Other Total revenues Costs and expenses: Direct vehicle and operating Vehicle depreciation and lease charges, net Selling, general and administrative Interest expense, net Total costs and expenses (Increase...

  • Page 34
    ... income taxes of $88.4 million for 2006 as compared to $130.5 million in 2005. Revenues $ Increase/ (decrease) (in millions) 2006 2005 % Increase/ (decrease) Vehicle rentals Vehicle leasing Fees and services Other Total revenues Vehicle rental metrics: Number of rental days (including franchise...

  • Page 35
    ...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 2006...

  • Page 36
    ... on cash invested and to an increase in the rate received on interest reimbursements relating to vehicle programs. As a percent of revenue, net interest expense was 5.8% in 2006 and 2005. The change in fair value of the Company's interest rate swap agreements was a decrease of $9.4 million in 2006...

  • Page 37
    ... by the Company effective March 31, 2004 (see Note 2 of Notes to Consolidated Financial Statements). Revenues $ Increase/ (decrease) (in millions) 2005 2004 % Increase/ (decrease) Vehicle rentals Vehicle leasing Fees and services Other Total revenues Vehicle rental metrics: Number of rental days...

  • Page 38
    ...Program Vehicles, which reduce vehicle depreciation and lease charges, increased $18.4 million. This increase resulted from an increase in the number of units sold as the Company took advantage of the strong used car market, and an increase in the average gain per unit. Leasing charges, for vehicles...

  • Page 39
    ... to fund its revenue-earning vehicles with cash provided from operations and increased secured vehicle financing. The Company also used cash for non-vehicle capital expenditures of $35.8 million. These expenditures consist primarily of airport facility improvements for the Company's rental locations...

  • Page 40
    ... the Securities Exchange Act of 1934 ("Rule 10b5-1"). Rule 10b5-1 trading plans allow repurchases of the Company's common stock during black-out periods by establishing a prearranged written plan to buy a specified number of shares of the Company's common stock over a set period of time. The Company...

  • Page 41
    ... Payments due or commitment expiration by period (in thousands) Beyond 2011 $ 89,580 104,617 194,197 2007 Contractual cash obligations: Asset backed notes (1) Commercial paper outstanding (1) Other short-term borrowings (1) Subtotal - Vehicle debt and obligations Operating lease commitments Airport...

  • Page 42
    ....6 million and no working capital borrowings. The Company uses letters of credit to support insurance programs, asset backed vehicle financing programs and airport concession and lease agreements. As of December 31, 2006, the Company was in compliance with all covenants. Debt Servicing Requirements...

  • Page 43
    ... of the used car market. A one percent change in the expected residual value of Non-Program Vehicles sold during 2006 would have impacted vehicle depreciation expense, net by $8.8 million. Income taxes - The Company estimates its consolidated effective state income tax rate using a process that...

  • Page 44
    ... on new accounting standards refer to Note 2 of the Notes to Consolidated Financial Statements. Outlook for 2007 The Company is optimistic about the travel environment in 2007. Rental rates, which are highly competitive within the rental car industry, increased significantly in 2006 and the Company...

  • Page 45
    ... fleet. The fair value and average receive rate of the interest rate swaps is calculated using projected market interest rates over the term of the related debt instruments as provided by the counter parties. Expected Maturity Dates as of December 31, 2006 (in thousands) Debt: Vehicle debt and...

  • Page 46
    ... rates Vehicle debt and obligationsfixed rates Weighted average interest rates Vehicle debt and obligationsCanadian dollar denominated Weighted average interest rates Interest Rate Swaps: Variable to Fixed Average pay rate Average receive rate $ 2006 2007 2008 2009 2010 Total Fair Value...

  • Page 47
    ..., the financial position of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted...

  • Page 48
    ... STATEMENTS OF INCOME YEAR ENDED DECEMBER 31, 2006, 2005 AND 2004 (In Thousands Except Per Share Data) 2006 REVENUES: Vehicle rentals Vehicle leasing Fees and services Other Total revenues COSTS AND EXPENSES: Direct vehicle and operating Vehicle depreciation and lease charges, net Selling, general...

  • Page 49
    ... GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2006 AND 2005 (In Thousands Except Share and Per Share Data) 2006 ASSETS Cash and cash equivalents Restricted cash and investments Receivables, net Prepaid expenses and other assets Revenue-earning vehicles, net Property...

  • Page 50
    DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2006, 2005 AND 2004 (In Thousands Except Share and Per Share Data) Common Stock $.01 Par Value Shares Amount BALANCE, JANUARY 1, 2004 Issuance of ...

  • Page 51
    ... of revenue-earning vehicles Amortization Interest income earned on restricted cash and investments Performance share incentive and restricted stock plan Net losses from sale of property and equipment Provision for losses on receivables Deferred income taxes (Increase) decrease in fair value of...

  • Page 52
    ... STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 2006, 2005 AND 2004 (In Thousands) 2006 CASH FLOWS FROM FINANCING ACTIVITIES: Vehicle debt and obligations: Proceeds Payments Issuance of common shares Purchase of common stock for the treasury Financing issue costs Net cash provided by (used...

  • Page 53
    ... business and leisure customers through company-owned stores. The Company also leases vehicles to franchisees for use in the daily vehicle rental business, sells vehicle rental franchises worldwide and provides sales and marketing, reservations, data processing systems, insurance and other services...

  • Page 54
    ... over the term of the related debt using the effective interest method. Revenue-Earning Vehicles - Revenue-earning vehicles are stated at cost, net of related discounts. The Company generally purchases 65% to 80% of its vehicles for which residual values are determined by depreciation rates that are...

  • Page 55
    ... 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, information systems and other services...

  • Page 56
    ... share and restricted stock awards are accounted for using the fair value-based method in accordance with SFAS No. 123 for the 2006, 2005 and 2004 periods. The Company adopted SFAS No. 123(R), "Share-Based Payment," ("SFAS No. 123(R)") as required on January 1, 2006 (See "New Accounting Standards...

  • Page 57
    ... reported net income, net of related tax effects Deduct: compensation expense related to stock options granted prior to January 1, 2003 and performance share and restricted stock awards determined under fair value-based method for all awards, net of related tax effects Pro forma net income Earnings...

  • Page 58
    ... not have a material effect on the consolidated financial statements of the Company. Under SFAS No. 123, the Company used the closing market price of the Company's common shares on the date of grant to estimate the fair value of restricted stock and performance shares. No options were granted after...

  • Page 59
    ... years ending after December 15, 2008. SFAS No. 158 will have no impact on the Company's consolidated financial position or results of operations as the Company does not have defined benefit pension or other postretirement plans. In September 2006, the Staff of the Securities and Exchange Commission...

  • Page 60
    ... options to purchase shares of common stock were included in the computation of diluted EPS because no exercise price was greater than the average market price of the common shares. 4. ACQUISITIONS In 2006, the Company acquired certain assets and assumed certain liabilities relating to 35 locations...

  • Page 61
    ... 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 certain franchisees at current market...

  • Page 62
    ... parties under operating leases was $7,146,000, $9,556,000 and $16,921,000 for 2006, 2005 and 2004, respectively, and is included in vehicle depreciation and lease charges, net. Amounts due over the next five years for vehicles under operating leases with terms greater than one year total $3,754...

  • Page 63
    ...classes of property and equipment consist of the following: December 31, 2006 (In Thousands) Land Buildings and ...year, unless circumstances arise that require more frequent testing. During the fourth quarter of 2006, the Company completed its annual impairment test of each reacquired franchise right...

  • Page 64
    ... Thousands) Beginning balance Effect of change in rates used for foreign currency translation Ending balance $ $ 280,122 $ 279,907 2005 (19) 280,103 $ 215 280,122 As referenced in Note 8, the Company adopted EITF No. 04-1 on January 1, 2005 which impacts the way in which the Company accounts for...

  • Page 65
    ...Dollar and Thrifty lease vehicles from RCFC under the terms of a master lease and servicing agreement. The asset backed note indentures also provide for additional credit enhancement through over collateralization of the vehicle fleet, cash or letters of credit and maintenance of a liquidity reserve...

  • Page 66
    ... enterprise risk management program, by striving to reduce the potentially adverse effects that the potential volatility of the financial markets may have on the Company's operating results. In 2001, the Company began entering into interest rate swap agreements, in conjunction with each related new...

  • Page 67
    ... 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 68
    ... 2006, 2005 and 2004, respectively. Option Rights Plan - Under the LTIP, the Committee may grant non-qualified option rights to key employees and non-employee directors. The exercise prices for non-qualified option rights are equal to the fair market value of the Company's common stock at the date...

  • Page 69
    ...made at the initial public offering price. The non-qualified option rights vest in three equal annual installments commencing on the first anniversary of the grant date and have a term not exceeding ten years from the date of grant. The maximum number of shares for which option rights may be granted...

  • Page 70
    ...-average expected life (in years) Expected price volatility Risk-free interest rate 3 30.50% 4.54% The target awards granted in 2005 and 2004 were valued at the closing market price of the Company's common shares at the date of grant. To arrive at the assumptions used to estimate the fair value...

  • Page 71
    ... 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 2006, 2005 and 2004, 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 72
    ... Weighted-Average Grant-Date Fair Value $ 24.75 24.75 34.45 34.45 38.06 38.06 $ - 14. SHARE REPURCHASE PROGRAM In July 2003, the Company announced that its Board of Directors had authorized spending up to $30 million to repurchase the Company's shares of common stock over a two-year period in the...

  • Page 73
    ... 31, 2006 (In Thousands) Deferred tax assets: Vehicle insurance reserves Allowance for doubtful accounts and notes receivable Other accrued liabilities Federal and state NOL carryforwards AMT credit carryforward Canadian NOL carryforwards Canadian depreciation Valuation allowance Total Deferred tax...

  • Page 74
    ... 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 carrying amounts of these items are a reasonable estimate of their fair value...

  • Page 75
    ... to pay insurance and maintenance costs and additional rents generally based on revenues earned at the location. Certain of the airport locations are operated by franchisees who are obligated to make the required rent and concession fee payments under the terms of their franchise arrangements with...

  • Page 76
    ...made in future years. Discounting resulted in reducing the accrual for public liability and property damage by $5,720,000 and $5,877,000 at December 31, 2006 and 2005, respectively. SLI amounts are not discounted. Estimated future payments of Vehicle Insurance Reserves as of December 31, 2006 are as...

  • Page 77
    ... reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position. Other The Company is party to a data processing services agreement which requires annual payments...

  • Page 78
    ...707 62,695 5,884 $ $ $ Fourth Quarter 392,834 25,337 (2,653) $ $ $ 2006 Total 1,660,677 193,758 51,692 (In Thousands Except Per Share Amounts) Year Ended December 31, 2005 Revenues Operating income Net income Earnings per share Basic Diluted $ $ $ $ $ First Quarter 339,318 43,681 24,085 0.96 0.92...

  • Page 79
    ... 12, 2007, the Company entered into a waiver agreement to the Revolving Credit Facility due to the Company's prior announcement regarding non-reliance on previously issued financial statements. The Company filed a Form 10-K/A for 2005 and a Form 10-Q/A for each quarter of 2006 on February 26, 2007...

  • Page 80
    ... Beginning of Year Additions Charged to Income Deductions (In Thousands) Balance at End of Year 2006 Allowance for doubtful accounts Vehicle insurance reserves Valuation allowance for deferred tax assets 2005 Allowance for doubtful accounts Public liability and property damage Valuation allowance...

  • Page 81
    ... Securities and Exchange Commission ("SEC") rules and forms. The disclosure controls and procedures are also designed with the objective of ensuring such information is accumulated and communicated to the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer...

  • Page 82
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Dollar Thrifty Automotive Group, Inc.: We have audited management's assessment, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, that Dollar Thrifty Automotive Group...

  • Page 83
    ...have also audited, 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, 2006, of the Company and our report dated March 16, 2007 expressed an...

  • Page 84
    ... Statement which will be filed pursuant to Regulation 14A promulgated by the SEC not later than 120 days after the end of the Company's fiscal year ended December 31, 2006, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Reference is made to the information...

  • Page 85
    ... DTG, Rental Car Finance Corp., Thrifty, Dollar and Bankers Trust Company, filed as the same numbered exhibit with DTG's Form 8-K, filed March 16, 1998, Commission File No. 1-13647* Master Motor Vehicle Lease and Servicing Agreement dated as of March 4, 1998 among DTG, Dollar, Thrifty and Rental Car...

  • Page 86
    ... File No. 1-13647* Amendment No. 3 to Master Motor Vehicle Lease and Servicing Agreement dated as of December 14, 2000 among Rental Car Finance Corp., Dollar, Thrifty and DTG, filed as the same numbered exhibit with DTG's Form 10-K for the fiscal year ended December 31, 2000, filed March 13, 2001...

  • Page 87
    ... Vehicle Lease and Servicing Agreement dated as of December 31, 2001 among Rental Car Finance Corp., Dollar, Thrifty, DTG, Bankers Trust Company, Bank One, NA, The Bank of Nova Scotia, Dollar Thrifty Funding Corp. and Credit Suisse First Boston, filed as the same numbered exhibit with DTG's Form...

  • Page 88
    ... Motor Vehicle Lease and Servicing Agreement dated as of January 31, 2002 among Rental Car Finance Corp., Dollar, Thrifty, DTG, Bankers Trust Company, Bank One, NA, The Bank of Nova Scotia, Dresdner Bank AG, Dollar Thrifty Funding Corp. and Credit Suisse First Boston, filed as the same numbered...

  • Page 89
    ... Assignment of Exchange Agreement dated as of April 16, 2002 by and among Rental Car Finance Corp., Dollar, Thrifty, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended June 30...

  • Page 90
    ...2002 among DTG, Rental Car Finance Corp., Thrifty, DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, filed as the same numbered exhibit with DTG's Form 10-K for the fiscal year ended December 31...

  • Page 91
    ... Vehicle Lease and Servicing Agreement dated as of December 12, 2002 among Rental Car Finance Corp., DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., Thrifty, DTG, Ambac Assurance Corporation and Credit Suisse First Boston, filed as the same numbered exhibit with DTG's Form...

  • Page 92
    ... Vehicle Lease and Servicing Agreement dated as of March 25, 2003 among Rental Car Finance Corp., DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., DTG, Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, Ambac Assurance Corporation, MBIA Insurance...

  • Page 93
    ... DTG's Form 10-Q for the quarterly period ended June 30, 2004, filed August 6, 2004, Commission File No. 1-13647* Amendment No. 8 to Master Motor Vehicle Lease and Servicing Agreement dated as of March 24, 2004 among Rental Car Finance Corp., DTG Operations, Inc., formerly known as Dollar Rent A Car...

  • Page 94
    ... among DTG, DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., Thrifty, Various Financial Institutions named therein, Credit Suisse First Boston, The Bank of Nova Scotia and Dresdner Bank AG, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended...

  • Page 95
    ...'s Form 8-K, filed March 28, 2005, Commission File No. 1-13647* Amendment No. 10 to Master Motor Vehicle Lease and Servicing Agreement dated as of March 22, 2005 among Rental Car Finance Corp., DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., Dollar Thrifty Automotive Group...

  • Page 96
    ... same numbered exhibit with DTG's Form 8-K, filed February 7, 2006, Commission No. 1-13647* Second Amendment to Third Amended and Restated Credit Agreement dated as of March 9, 2006, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Thrifty Rent-A-Car System, Inc., Various Financial...

  • Page 97
    ... Americas, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647* Master Motor Vehicle Lease and Servicing Agreement dated as of March 28, 2006 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank...

  • Page 98
    ..., 2006 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Credit Suisse, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647* Note Guaranty Insurance Policy No. AB0981BE issued by Ambac Assurance Corporation...

  • 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
    ... Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc., which became effective April 21, 2004, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended June 30, 2004, filed August 6, 2004, Commission File No. 1-13647* Letter agreement dated as...

  • 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
    ...2005 extending the Vehicle Supply Agreement between DaimlerChrysler Motors Company, LLC and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG's Form 8-K, filed September 20, 2005, Commission File No. 113647* Notice of Election Regarding Payment of Director's Fees (As...

  • Page 103
    ... Share Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable employee, filed as the same numbered exhibit with DTG's Form 8-K, filed February 7, 2006, Commission File No. 1-13647* Notice of Election Regarding Payment of Director's Fees dated February 20, 2006 executed...

  • Page 104
    ...quarterly period ended March 31, 2006, filed May 5, 2006, Commission File No. 1-13647* Dollar Thrifty Automotive Group, Inc. Employee Stock Purchase Plan, filed as the same numbered exhibit with DTG's Form 8-K, filed May 24, 2006, Commission File No. 1-13647* Deferral Agreement regarding 2006 annual...

  • Page 105
    ...Services Agreement dated as of August 1, 2006 by and among Dollar Thrifty Automotive Group, Inc., Electronic Data Systems Corporation and EDS Information Services L.L.C., filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended September 30, 2006, filed November 8, 2006...

  • Page 106
    ... dated December 29, 2006 between Yves Boyer and Dollar Thrifty Automotive Group, Inc.** Letter from Deloitte & Touche LLP to the Securities and Exchange Commission regarding statements included in Form 8-K, filed as the same numbered exhibit with DTG's Form 8-K dated May 10, 2006, filed May 16, 2006...

  • Page 107
    ... as the same numbered exhibit with DTG's Form S-8, Registration No....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, 2005, filed June 27, 2006...

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    ... undersigned, thereunto duly authorized. Date: March 16, 2007 DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By: /s/ GARY L. PAXTON Name: Gary L. Paxton Title: President and Principal Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by...

  • Page 109
    ... TO EXHIBITS Exhibit Number 10.131 Description Deferred Compensation Plan Employee Enrollment Form - Salary dated December 29, 2006 between Gary L. Paxton and Dollar Thrifty Automotive Group, Inc. Deferred Compensation Plan Employee Enrollment Form - Salary dated December 29, 2006 between Steven...

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    10.140 2007 Retirement Plan Employee Enrollment Form - Retirement Contribution dated December 29, 2006 between Yves Boyer and Dollar Thrifty Automotive Group, Inc. Subsidiaries of DTG Consent of Deloitte & Touche LLP regarding DTG's Forms S-8, Registration No. 333-79603, Registration No. 333-89189,...

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