10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

OR

[  ] 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 as specified in its charter)

Delaware	73-1356520
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5330 East 31st Street, Tulsa, Oklahoma  74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (918) 660-7700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   X        No____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   X        No____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    X          Accelerated filer      Non-accelerated filer      Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No   X    

The number of shares outstanding of the registrant’s Common Stock as of October 28, 2011 was 29,023,511.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

FORM 10-Q

CONTENTS

Page

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)  4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS 26

ITEM 3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK 38

ITEM 4. CONTROLS AND PROCEDURES 38

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 39

ITEM 1A. RISK FACTORS  40

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS 40

ITEM 6. EXHIBITS  41

SIGNATURES 44

INDEX TO EXHIBITS  45

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” about our expectations, plans and performance, including those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Outlook for 2011” and “Liquidity and Capital Resources.”  These statements use such words as “may,” “will,” “expect,” “believe,” “intend,” “should,” “could,” “anticipate,” “estimate,” “forecast,” “project,” “plan” and similar expressions.  These statements do not guarantee future performance and Dollar Thrifty Automotive Group, Inc. assumes no obligation to update them.  Risks and uncertainties that could materially affect future results include:

·   the risks to our business and growth prospects as a stand-alone company, in light of our dependence on future growth of the economy as a whole to achieve meaningful revenue growth in the key airport and local markets we serve, high barriers to entry in the insurance replacement market, and capital and other constraints on expanding company-owned stores internationally;

·   the impact of persistent pricing and demand pressures on our results and our low cost structure, particularly in light of the continuing volatility in the global financial and credit markets, and concerns about global economic prospects and the potential for a return of recessionary conditions that could materially adversely affect consumer discretionary spending, including for leisure travel on which we are substantially dependent;

·   the impact of pending and future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, which could materially adversely affect unemployment rates and consumer spending levels;

2

·   the impact of developments outside the United States, such as the sovereign credit issues in certain countries in the European Union, which could affect the relative volatility of global credit markets generally, and the continuing significant political unrest in certain oil-producing countries, which has contributed to price volatility for petroleum products, and in recent periods higher average gasoline prices, which could affect both broader economic conditions and consumer spending levels;

·   the impact of pricing and other actions by competitors;

·   our ability to manage our fleet mix to match demand and meet our target for vehicle depreciation costs, particularly in light of the significant increase in the level of risk vehicles (i.e., those vehicles not acquired through a guaranteed residual value program) in our fleet and our exposure to the used vehicle market;

·   the cost and other terms of acquiring and disposing of automobiles and the impact of conditions in the used vehicle market on our vehicle cost, including the impact on vehicle depreciation costs in 2011 based on recent pricing volatility in the used vehicle market, and our ability to reduce our fleet capacity as and when projected by our plans;

·   the strength of the ongoing recovery in the U.S. automotive industry, particularly in light of our dependence on vehicle supply from U.S. automotive manufacturers, and whether the recovery is sustained;

·   airline travel patterns, including disruptions or reductions in air travel resulting from capacity reductions, pricing actions, severe weather conditions, industry consolidation or other events, particularly given our dependence on leisure travel;

·   access to reservation distribution channels, particularly as the role of the Internet increases in the marketing and sale of travel-related services;

·   the effectiveness of actions we take to manage costs and liquidity;

·   the impact of repurchases of our common stock pursuant to our share repurchase program;

·   our ability to comply with financial covenants, including the new financial covenants included in our amended senior secured credit facilities, and the impact of those covenants on our operating and financial flexibility;

·   our ability to obtain cost-effective financing as needed without unduly restricting our operational flexibility;

·   whether our preliminary expectations about our federal income tax position, after giving effect to the impact of the Tax Relief Act (as defined herein), are affected by changes in our expected fleet size or operations or further legislative initiatives relating to taxes in the United States or elsewhere;

·   the cost of regulatory compliance, costs and other effects of potential future initiatives, including those directed at climate change and its effects, and the costs and outcome of pending litigation;

·   disruptions in the operation or development of information and communication systems that we rely on, including those relating to methods of payment;

·   local market conditions where we and our franchisees do business, including whether franchisees will continue to have access to capital as needed; and

·   the impact of other events that can disrupt consumer travel, such as natural and man-made catastrophes, pandemics, social unrest and actual and perceived threats or acts of terrorism.

3

PART I – FINANCIAL INFORMATION

ITEM 1.                   FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Dollar Thrifty Automotive Group, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries (the “Company”) as of September 30, 2011, and the related condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2011, and the condensed consolidated statement of cash flows for the nine-month period ended September 30, 2011. These financial statements are the responsibility of the Company’s management. The condensed consolidated financial statements of the Company as of September 30, 2010, and for the three-month and nine-month periods then ended were reviewed by other accountants whose report dated November 2, 2010 stated that they were not aware of any material modifications that should be made to those statements for them to be in conformity with U.S. generally accepted accounting principles.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements at September 30, 2011, and for the three-month and nine-month periods then ended for them to be in conformity with U.S. generally accepted accounting principles.

The consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the year then ended (not presented herein) were audited by other auditors whose report dated February 28, 2011, expressed an unqualified opinion on those statements.

/s/ ERNST & YOUNG LLP

Tulsa, Oklahoma

November 2, 2011

4

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(In Thousands Except Per Share Data)
	Three Months					Nine Months
	Ended September 30,					Ended September 30,
	(Unaudited)
	2011		2010			2011			2010
REVENUES:
Vehicle rentals	$	435,578	$	425,467		$	1,146,041		$	1,138,029
Other		16,144		18,077			49,157			50,072
Total revenues		451,722		443,544			1,195,198			1,188,101
COSTS AND EXPENSES:
Direct vehicle and operating		214,536		204,207			583,799			577,430
Vehicle depreciation and lease charges, net		63,299		85,732			203,983			208,060
Selling, general and administrative		47,851		59,359			145,641			162,841
Interest expense, net of interest income of		19,627		22,335			58,899			65,392
$306, $472, $1,053 and $965, respectively
Long-lived asset impairment		-		703			-			942
Total costs and expenses		345,313		372,336			992,322			1,014,665
(Increase) decrease in fair value of derivatives		523		(6,464	)		(3,367	)		(21,338	)
INCOME BEFORE INCOME TAXES		105,886		77,672			206,243			194,774
INCOME TAX EXPENSE		39,265		28,507			80,594			76,054
NET INCOME	$	66,621	$	49,165		$	125,649		$	118,720
BASIC INCOME PER SHARE	$	2.30	$	1.72		$	4.35		$	4.15
DILUTED INCOME PER SHARE	$	2.13	$	1.62		$	4.03		$	3.93
See notes to condensed consolidated financial statements.

5

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2011 AND DECEMBER 31, 2010
(In Thousands Except Share and Per Share Data)
	September 30,			December 31,
	2011			2010
ASSETS	(Unaudited)
Cash and cash equivalents	$	499,473		$	463,153
Cash and cash equivalents-required minimum balance		-			100,000
Restricted cash and investments		201,327			277,407
Receivables, net		99,639			69,456
Prepaid expenses and other assets		73,384			67,482
Revenue-earning vehicles, net		1,604,889			1,341,822
Property and equipment, net		82,578			90,228
Income taxes receivable		11,562			65,803
Software, net		22,336			24,177
Total assets	$	2,595,188		$	2,499,528
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable	$	52,650		$	45,483
Accrued liabilities		140,611			167,545
Deferred income tax liability		309,430			242,930
Vehicle insurance reserves		108,741			107,720
Debt and other obligations		1,314,951			1,397,243
Total liabilities		1,926,383			1,960,921
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value:
Authorized 10,000,000 shares; none outstanding		-			-
Common stock, $.01 par value:
Authorized 50,000,000 shares;
35,498,160 and 35,197,167 issued, respectively, and
29,006,441 and 28,763,452 outstanding, respectively		355			352
Additional capital		946,886			940,844
Accumulated deficit		(36,320	)		(161,969	)
Accumulated other comprehensive loss		(10,620	)		(12,329	)
Treasury stock, at cost (6,491,719 and 6,433,715 shares, respectively)		(231,496	)		(228,291	)
Total stockholders' equity		668,805			538,607
Total liabilities and stockholders' equity	$	2,595,188		$	2,499,528
See notes to condensed consolidated financial statements.

6

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(In Thousands)
	Nine Months
	Ended September 30,
	(Unaudited)
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	125,649		$	118,720
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation:
Vehicle depreciation		247,085			271,232
Non-vehicle depreciation		14,559			15,108
Net gains from disposition of revenue-earning vehicles		(43,129	)		(63,214	)
Amortization		5,703			5,472
Performance share incentive, stock option and restricted stock plans		3,124			3,254
Interest income earned on restricted cash and investments		(226	)		(371	)
Long-lived asset impairment		-			942
Recovery of losses on receivables		(428	)		(743	)
Deferred income taxes		59,214			39,089
Change in fair value of derivatives		(3,367	)		(21,338	)
Change in assets and liabilities:
Income taxes payable/receivable		54,241			(28,813	)
Receivables		(1,747	)		4,044
Prepaid expenses and other assets		5,720			(309	)
Accounts payable		4,242			4,392
Accrued liabilities		(4,469	)		9,084
Vehicle insurance reserves		1,021			8,920
Other		(8,708	)		424
Net cash provided by operating activities		458,484			365,893
CASH FLOWS FROM INVESTING ACTIVITIES:
Revenue-earning vehicles - Purchases		(983,879	)		(1,122,825	)
Revenue-earning vehicles - Proceeds from sales		492,008			659,566
Change in cash and cash equivalents - required minimum balance		100,000			-
Net change in restricted cash and investments		76,306			333,309
Property, equipment and software - Purchases		(11,196	)		(18,046	)
Property, equipment and software - Proceeds from sales		353			461
Net cash used in investing activities		(326,408	)		(147,535	)
				(Continued)

7

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(In Thousands)
			Nine Months
			Ended September 30,
			(Unaudited)
			2011			2010
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt and other obligations:
Proceeds from vehicle debt and other obligations				1,137,903			299,980
Payments of vehicle debt and other obligations				(1,072,073	)		(489,966	)
Payments of non-vehicle debt				(148,125	)		(7,500	)
Change in cash overdraft				126			1,810
Issuance of common shares				2,921			2,964
Net settlement of employee withholding taxes on share-based awards				(3,205	)		(327	)
Financing issue costs				(13,303	)		(6,716	)
Net cash used in financing activities				(95,756	)		(199,755	)
CHANGE IN CASH AND CASH EQUIVALENTS				36,320			18,603
CASH AND CASH EQUIVALENTS:
Beginning of period				463,153			400,404
End of period			$	499,473		$	419,007
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid for (refund of):
		Income taxes to taxing authorities	$	(32,941	)	$	65,932
		Interest	$	50,350		$	61,262
SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING
	NONCASH ACTIVITIES:
	Sales and incentives related to revenue-earning vehicles   included in receivables		$	33,348		$	49,988
	Purchases of revenue-earning vehicles included   in accounts payable		$	4,421		$	27
	Purchases of property, equipement and software included   in accounts payable		$	310		$	43
Certain reclassifications have been made to the 2010 financial information to conform to the classification used in 2011.
See notes to condensed consolidated financial statements.

8

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(Unaudited)

1.   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements include the accounts of Dollar Thrifty Automotive Group, Inc. (“DTG”) and its subsidiaries.  DTG’s significant wholly owned subsidiaries include DTG Operations, Inc., Thrifty, Inc., Dollar Rent A Car, Inc. and Rental Car Finance Corp. (“RCFC”).  Thrifty, Inc. is the parent company of Thrifty Rent-A-Car System, Inc., which is the parent company of Dollar Thrifty Automotive Group Canada Inc. (“DTG Canada”).  The term the “Company” is used to refer to DTG, individually or collectively with its consolidated subsidiaries, as the context may require.

The accounting policies set forth in Item 8 - Note 1 of notes to the consolidated financial statements contained in DTG’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2011, have been followed in preparing the accompanying condensed consolidated financial statements.

The condensed consolidated financial statements and notes thereto for interim periods included hereinhave notbeen audited by an independent registered public accounting firm.  The condensed consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the Company’sopinion, it made all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented.  Results for interim periods are not necessarily indicative of results for a full year.

2.   CASH AND INVESTMENTS

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with initial maturities of three months or less.  Book overdrafts represent outstanding checks not yet presented to the bank and are included in accounts payable to reflect the Company’s outstanding obligations.  At September 30, 2011 and December 31, 2010, there was $17.2 million and $17.0 million, respectively, in book overdrafts included in accounts payable.  These amounts do not represent bank overdrafts, which would constitute checks presented in excess of cash on hand, and would be effectively a loan to the Company.

Cash and Cash Equivalents – Required Minimum Balance – In 2009, the Company amended its senior secured credit facilities (the “Senior Secured Credit Facilities”).  Under the terms of that amendment, the Company was required to maintain a minimum of $100 million at all times.  On February 9, 2011, the Company further amended its Senior Secured Credit Facilities, eliminating the requirement to maintain a minimum of $100 million of cash and cash equivalents and replacing it with certain other covenants.  See Note 7 for further discussion.

Restricted Cash and Investments – Restricted cash and investments are restricted for the acquisition of vehicles and other specified uses under the rental car asset-backed note indenture and other agreements.  A portion of these funds is restricted due to the like-kind exchange tax program for deferred tax gains on eligible vehicle remarketing.  As permitted by the indenture, these funds are primarily held in highly rated money market funds with investments primarily in government and corporate obligations.  Restricted cash and investments are excluded from cash and cash equivalents.

9

3.   SHARE-BASED PAYMENT PLANS

Long-Term Incentive Plan

At September 30, 2011, the Company’s common stock authorized for issuance under the long-term incentive plan (“LTIP”) for employees and non-employee directors was 2,617,452 shares.  The Company has 363,017 shares available for future LTIP awards at September 30, 2011 after reserving for the maximum potential shares that could be awarded under existing LTIP grants.  The Company issues new shares from remaining authorized common stock to satisfy LTIP awards.

Compensation cost for performance shares, non-qualified option rights and restricted stock awards is recognized based on the fair value of the awards granted at the grant-date and is amortized to compensation expense on a straight-line basis over the requisite service periods of the stock awards, which are generally the vesting periods.The Company recognized compensation costs of $1.0 million and $3.1 million during the three and nine months ended September 30, 2011, respectively, and $0.8 million and $3.2 million during the three and nine months ended September 30, 2010, respectively, for such awards.  The total income tax benefit recognized in the statements of income for share-based compensation payments was $0.3 million and $1.2 million for the three and nine months ended September 30, 2011, respectively, and $0.3 million and $1.3 million for the three and nine months ended September 30, 2010, respectively.

Option Rights Plan – Under the LTIP, the Human Resources and Compensation Committee may grant non-qualified option rights to key employees and non-employee directors.  No awards were granted in 2011 and 2010.  Expense is recognized over the service period which is the vesting period.  Unrecognized expense remaining at September 30, 2011 and 2010 for the options is $0.3 million and $1.6 million, respectively, and will be recognized through April 2012.

The following table sets forth the non-qualified option rights activity under the LTIP for the nine months ended September 30, 2011:

						Weighted-
				Weighted-		Average		Aggregate
	Number of			Average		Remaining		Intrinsic
	Shares			Exercise		Contractual		Value
	(In Thousands)			Price		Term		(In Thousands)
Outstanding at January 1, 2011		2,277		$	5.73		7.61	$	94,545
Granted		-			-
Exercised		(139	)		21.06
Canceled		(21	)		9.00
Outstanding at September 30, 2011		2,117		$	4.69		7.15	$	109,265
Fully vested options at:
September 30, 2011		1,173		$	5.62		7.02	$	59,441
Options expected to vest in the future at:
September 30, 2011		944		$	3.54		7.37	$	49,824

The total intrinsic value of options exercised during the three and nine months ended September 30, 2011 was $0.1 million and $6.3 million, respectively.   The total intrinsic value of options exercised during the three and nine months ended September 30, 2010 was $2.0 million and $3.5 million, respectively.

Performance Shares – Performance share awards, which may take the form of performance shares or performance units, are granted to Company officers and certain key employees.  No performance shares have been granted in 2011.  In December 2010, a target number of performance units was granted.  

10

These performance units, which will settle in Company shares, will vest over a three-year requisite service period following the grant date with 25% vesting on December 31, 2012 and the remaining 75% vesting on December 31, 2013.  The grant-date fair value for the awards was based on the closing market price of the Company’s common shares on the date of grant.  The number of performance units ultimately earned will depend upon the level of corporate performance against a pre-established target in 2011.

In March 2011, the 2008 grant of performance shares earned from January 1, 2008 through December 31, 2010 totaling 73,000 shares, net of forfeitures, vested at 200% of the target award (total of approximately 146,000 shares) with a total value to the recipients of approximately $3.5 million.  In March 2010, 36,000 performance shares, net of forfeitures, from the 2007 grant earned from January 1, 2007 through December 31, 2009, and the 2008 grant of performance shares for a retired employee vested with a total value to the recipients of approximately $1.7 million.

The following table presents the status of the Company’s nonvested performance shares as of September 30, 2011 and any changes during the nine months ended September 30, 2011:

				Weighted-Average
	Shares			Grant-Date
Nonvested Shares	(In Thousands)			Fair Value
Nonvested at January 1, 2011		238		$	39.07
Granted		-			-
Vested		(73	)		27.95
Forfeited		(27	)		27.79
Nonvested at September 30, 2011		138		$	47.13

At September 30, 2011, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $4.8 million, depending upon the Company’s performance against targets specified in the performance share agreement.  This estimated compensation cost is expected to be recognized over the weighted average period of 1.9 years.  Values of the performance shares earned will be recognized as compensation expense over the requisite service period.  The total intrinsic value of vested and issued performance shares during the nine months ended September 30, 2011 and 2010 was $7.6 million and $1.0 million, respectively.  As of September 30, 2011, the intrinsic value of the nonvested performance share awards was $7.8 million.

Restricted Stock Units – Under the LTIP, the Company may grant restricted stock units to key employees and non-employee directors.  The grant-date fair value of the award is based on the closing market price of the Company’s common shares on the date of grant.  In January 2011, non-employee directors were granted 9,330 shares with a grant-date fair value of $48.24 per share that fully vest on December 31, 2011.  At September 30, 2011, the total compensation cost related to nonvested restricted stock unit awards not yet recognized is approximately $0.2 million, which is expected to be recognized on a straight-line basisover the vesting period of the restricted stock units.

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The following table presents the status of the Company’s nonvested restricted stock units as of September 30, 2011 and changes during the nine months ended September 30, 2011:

				Weighted-Average
	Shares			Grant-Date
Nonvested Shares	(In Thousands)			Fair Value
Nonvested at January 1, 2011		64		$	4.55
Granted		9			48.24
Vested		(13	)		6.85
Forfeited		-			-
Nonvested at September 30, 2011		60		$	10.89

4.   VEHICLE DEPRECIATION AND LEASE CHARGES, NET

Vehicle depreciation and lease charges include the following (in thousands):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
Depreciation of revenue-earning vehicles and other	$	80,667		$	95,723		$	247,112		$	271,274
Net gains from disposal of revenue-earning vehicles		(17,368	)		(9,991	)		(43,129	)		(63,214	)
	$	63,299		$	85,732		$	203,983		$	208,060

Average gain on risk vehicles:

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2011		2010		2011		2010
Number of risk vehicles sold		15,441		15,816		30,787		49,242
Average gain on vehicles sold (per vehicle)	$	1,125	$	632	$	1,401	$	1,284

Components of vehicle depreciation per vehicle per month:

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
Average depreciable fleet (units)		113,719			109,129			110,125			104,749
Average depreciation rate	$	236		$	292		$	249		$	288
Average gain on vehicles sold		(50	)		(30	)		(43	)		(67	)
Vehicle depreciation and lease charges, net	$	186		$	262		$	206		$	221

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Depreciation expense for risk vehicles, which constitute the majority of the Company’s fleet, is recorded on a straight-line basis over the life of the vehicle, based on the original acquisition cost, the projected residual value at the time of sale, and the estimated length of time the vehicle will be held in service.  The Company’s vehicle depreciation rates will be periodically adjusted on a prospective basis when residual value assumptions change due to changes in used vehicle market conditions.

The estimation of residual values requires the Company to make assumptions regarding the expected age and mileage of the vehicle at the time of disposal.  Additionally, residual value estimates must also take into consideration overall used vehicle market conditions at the time of sale, including the impact of seasonality on vehicle residuals.  The difference in residual values assumed and the proceeds realized upon sale of the vehicle is recorded as a gain or loss on the sale of the vehicle, and is recorded as a component of net vehicle depreciation and lease charges in the condensed consolidated statements of income.

5.   EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is based on the combined weighted average number of common shares and dilutive potential common shares outstanding which include, where appropriate, the assumed exercise of options.  In computing diluted earnings per share, the Company utilizes the treasury stock method.

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share (“EPS”) is shown in the following table (in thousands, except share and per share data):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2011		2010		2011		2010
Net income	$	66,621	$	49,165	$	125,649	$	118,720
Basic EPS:
Weighted-average common shares		28,958,718		28,644,859		28,872,747		28,592,794
Basic EPS	$	2.30	$	1.72	$	4.35	$	4.15
Diluted EPS:
Weighted-average common shares		28,958,718		28,644,859		28,872,747		28,592,794
Shares contingently issuable:
Stock options		1,964,321		1,227,828		1,984,419		1,224,370
Performance awards and non-vested shares		113,734		174,926		90,581		121,816
Employee compensation shares deferred		46,604		49,061		48,440		49,440
Director compensation shares deferred		221,452		222,802		220,554		221,042
Shares applicable to diluted		31,304,829		30,319,476		31,216,741		30,209,462
Diluted EPS	$	2.13	$	1.62	$	4.03	$	3.93

For the three and nine months ended September 30, 2011 and 2010, all options to purchase shares of common stock were included in the computation of diluted earnings per share because no exercise price was greater than the average market price of the common shares.

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Although there have been no significant equity grants since 2010, shares included in the diluted earnings per share calculation increased on a year-over-year basis for both the three and nine months ended September 30, 2011. The Company uses the treasury stock method to determine the denominator used in the diluted earnings per share calculation. To derive the denominator, the number of outstanding options is reduced by the number of shares that would be repurchased from assumed proceeds of certain defined items including the exercise price of the option and the excess tax benefit that would result from the assumed exercise of the option. However, the excess tax benefit component is included only if the assumed tax benefit would decrease the Company’s current taxes payable. Since the Company does not expect to be a taxpayer for federal income tax purposes in 2011, it does not benefit from the tax deduction related to the assumed option exercises for purposes of the diluted share calculation as it did in 2010; thus, resulting in an increase in the dilutive earnings per share denominator of approximately 800,000 shares.  When the Company becomes a taxpayer in the future, the tax benefit will be incorporated into the diluted share calculation and the shares included in the diluted earnings per share calculation will be reduced by the shares repurchased from the assumed proceeds; however, other factors, such as the Company’s stock price, could impact the diluted earnings per share calculation.

6.   RECEIVABLES

Receivables consist of the following (in thousands):

	September 30,			December 31,
	2011			2010
Trade accounts receivable and other	$	68,667		$	68,528
Vehicle manufacturer receivables		28,125			4,543
Car sales receivable		5,723			1,100
		102,515			74,171
Less:  Allowance for doubtful accounts		(2,876	)		(4,715	)
	$	99,639		$	69,456

Trade accounts receivable and other 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.

Vehicle manufacturer receivables include primarily amounts due under guaranteed residual, buyback and Non-Program Vehicle (hereinafter defined) incentive programs, which are paid according to contract terms and are generally received within 60 days.

Car sales receivable include primarily amounts due from car sale auctions for the sale of both Program Vehicles and Non-Program Vehicles.  Vehicles purchased by vehicle rental companies under programs where either the rate of depreciation or the residual value is guaranteed by the manufacturer are referred to as “Program Vehicles.”  Vehicles not purchased under these programs and for which rental companies therefore bear residual value risk are referred to as “Non-Program Vehicles” or “risk vehicles.”

Allowance for doubtful accounts represents potentially uncollectible amounts owed to the Company from franchisees, tour operators, corporate account customers and others.

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7.   DEBT AND OTHER OBLIGATIONS

Debt and other obligations as of September 30, 2011 and December 31, 2010 consist of the following (in thousands):

		September 30,			December 31,
		2011			2010
Vehicle debt and other obligations
Asset-backed medium-term notes:
Series 2011-1 notes (matures February 2015)	$	500,000		$	-
Series 2007-1 notes (matures July 2012)		500,000			500,000
Series 2006-1 notes (matured May 2011)		-			500,000
		1,000,000			1,000,000
Discounts on asset-backed medium-term notes		(49	)		-
Asset-backed medium-term notes, net of discount		999,951			1,000,000
Series 2010-1 variable funding note (matures September 2012)		-			200,000
Series 2010-3 variable funding note (matures December 2013)		315,000			-
CAD Series 2010-1 Note (Canadian fleet financing)		-			49,118
Total vehicle debt and other obligations		1,314,951			1,249,118
Non-vehicle debt
Term Loan		-			148,125
Total non-vehicle debt		-			148,125
Total debt and other obligations	$	1,314,951		$	1,397,243

Asset-Backed Medium-Term Notes

The Series 2006-1 notes began scheduled amortization in December 2010 and were paid in full in May 2011.

The Series 2011-1 notes were issued on July 28, 2011, comprised of $420 million principal amount of Series 2011-1 Class A Notes at a fixed interest rate of 2.51% and $80 million principal amount of Series 2011-1 Class B Notes at a fixed interest rate of 4.38%.  On a blended basis, the average annual coupon on the combined $500 million principal amount of the notes is approximately 2.81%.  The notes will be repaid monthly over a six-month period, beginning in September 2014, with the final payment in February 2015.

The Series 2007-1 notes will begin scheduled amortization in February 2012, and will amortize over a six-month period.  The Series 2007-1 notes are insured by Financial Guaranty Insurance Company (“FGIC”).  The scheduled amortization period for the Series 2007-1 notes may be accelerated under certain circumstances, including an event of bankruptcy with respect to the monoline or bond insurer (the “Monoline”).  In the event of acceleration, amortization is required at the earliest of (i) the sale of the vehicle financed under the medium-term note program, (ii) three years from the original invoice date of that vehicle, or (iii) the final maturity date of the medium-term notes.  The Series 2007-1 notes had an interest rate of 5.16% at September 30, 2011.

Variable Funding Notes

The Series 2010-1 Variable Funding Note (“VFN”) of $200 million and the Series 2010-2 VFN of $300 million were both undrawn at September 30, 2011. As a result of the renewal of the Series 2010-3 VFN (see below) and the issuance of the Series 2011-2 notes (see Note 16 for further discussion), these facilities were subsequently terminated in October of 2011.

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On September 29, 2011, RCFC renewed the Series 2010-3 VFN, increasing the capacity to $600 million from $450 million, and the revolving period under the facility was extended to two years from the previous 364-day structure.  The facility bears interest at a spread of 130 basis points above each funding institution’s cost of funds, which may be based on either the weighted average commercial paper rate, a floating one-month LIBOR rate or a Eurodollar rate.  The Series 2010-3 VFN had $315 million drawn at September 30, 2011.  At the end of the revolving period, the then-outstanding principal amount of the Series 2010-3 VFN will be repaid monthly over a three-month period, beginning in October 2013, with the final payment in December 2013.  The Series 2010-3 VFN had an interest rate of 1.57% at September 30, 2011.  The 2010-3 VFN requires compliance with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00, consistent with the terms of the Company’s Senior Secured Credit Facilities.

Senior Secured Credit Facilities

On February 9, 2011, the Company and the requisite percentage of the lenders under the Company’s Senior Secured Credit Facilities entered into an amendment (the “Amendment”), which reinstated the Company’s ability to borrow under the revolving credit facility (the “Revolving Credit Facility”) at its capacity of $231.3 million.  The Company had letters of credit outstanding under the Revolving Credit Facility of $118.7 million for U.S. enhancement and $54.7 million in general purpose enhancements, with remaining available capacity of $57.9 million at September 30, 2011.  Additionally, the Company is no longer required to maintain a minimum adjusted tangible net worth of $150 million and a minimum of $100 million of cash and cash equivalents.  The Amendment replaced the foregoing covenants with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00.

In addition, the Amendment removed certain limitations relating to the issuance of enhancement letters of credit supporting asset-backed notes issued by RCFC. The Amendment eliminated events of default resulting from amortization events under certain series of RCFC’s outstanding asset-backed notes to the extent resulting from bankruptcy events with respect to the related Monoline.  The Amendment also removed restrictions on allocation of capital spending to allow for certain franchise acquisitions and modified the language to permit dividends and share repurchases.

On September 23, 2011, the Company and the requisite percentage of the lenders under the Company’s Senior Secured Credit Facilities entered into an additional amendment, which amended the aggregate amount of all dividends, share repurchases and similar restricted payments permitted to be made by the Company to increase to $300 million, plus 50% of cumulative adjusted net income (or minus 100% of cumulative adjusted net loss, as applicable) for the period beginning January 1, 2011, through the last day of the quarter immediately preceding the restricted payment.  This amendment also requires the Company to have a minimum of $100 million of unrestricted cash and/or availability under the Senior Secured Credit Facilities after giving effect to any such restricted payments, and it cannot borrow under the Revolving Credit Facility in order to fund such payments.

In March and June 2011, the Company made its minimum quarterly principal payments of $2.5 million under the term loan (the “Term Loan”). On August 31, 2011, the Company repaid the outstanding balance of $143.1 million under the Term Loan and terminated the Term Loan portion of its Senior Secured Credit Facilities.

Canadian Fleet Financing

On April 18, 2011, due to the Company’s excess cash position and the cost differential between the interest rate on its Canadian fleet financing and interest rates earned on investment of excess cash, the Company fully repaid the outstanding balance of CAD $54.0 million (US $56.0 million) and terminated the CAD Series 2010 Program.  The Company currently plans to fund any future Canadian fleet needs with cash on hand and cash generated from operations.  Direct investments in the Canadian fleet funded from cash and cash equivalents totaled CAD $92.1 million (US $87.7 million) as of September 30, 2011.

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Covenant Compliance

The Company was in compliance with all covenants under its financing arrangements as of September 30, 2011.

8.   DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in interest rates.  Consequently, the Company manages the financial exposure 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 asset-backed medium-term note issuance in 2006 and 2007, to effectively convert variable interest rates to fixed interest rates.  These swaps have termination dates through July 2012.  The Company has also used interest rate cap agreements for its Series 2010-1 VFN, Series 2010-2 VFN and Series 2010-3 VFN, to effectively limit the variable interest rate on a total of $1.1 billion in asset-backed VFNs.  These caps have termination dates through December 2013.

The fair value of derivatives outstanding at September 30, 2011 and December 31, 2010 are as follows (in thousands):

	Fair Value of Derivative Instruments
	Asset Derivatives						Liability Derivatives
	September 30,			December 31,			September 30,			December 31,
	2011			2010			2011			2010
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate contracts	Prepaid expenses and other assets	$	-	Prepaid expenses and other assets	$	861	Accrued liabilities	$	14,424	Accrued liabilities	$	31,254
Derivatives not designated as hedging instruments
Interest rate contracts	Prepaid expenses and  other assets	$	555	Prepaid expenses and other assets	$	494	Accrued liabilities	$	-	Accrued liabilities	$	5,634
Total derivatives		$	555		$	1,355		$	14,424		$	36,888

The interest rate swap agreements related to the Series 2006-1 notes and the interest rate cap agreements related to the Series 2010-1 VFN, the Series 2010-2 VFN and the Series 2010-3 VFN do not qualify for hedge accounting treatment.  The (gain) loss recognized in income on derivatives not designated as hedging instruments for the three and nine months ended September 30, 2011 and 2010 is as follows (in thousands):

	Amount of (Gain) or Loss Recognized in Income on Derivative											Location of (Gain) or Loss Recognized in Income on Derivative
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
Derivatives Not Designated as Hedging Instruments	2011		2010			2011			2010
												Net (increase) decrease in
Interest rate contracts	$	523	$	(6,464	)	$	(3,367	)	$	(21,338	)	fair value of derivatives

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The interest rate swap agreement entered into in May 2007 related to the Series 2007-1 notes (“2007 Swap”) constitutes a cash flow hedge and satisfies the criteria for hedge accounting under the “long-haul” method.

The amount of gain (loss), net of tax and reclassification, recognized on the derivative in other comprehensive income (loss) (“OCI”) and the amount of the gain (loss) reclassified from Accumulated OCI (“AOCI”) into income (loss) for the three and nine months ended September 30, 2011 and 2010 are as follows (in thousands):

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)				Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)						Location of (Gain) or Loss Reclassified from AOCI in Income (Effective Portion)
Derivatives in Cash Flow Hedging Relationships	2011		2010		2011			2010
Three Months Ended
September 30,											Interest expense, net of
Interest rate contracts	$	3,591	$	1,211	$	(3,572	)	$	(3,602	)	interest income
Nine Months Ended
September 30,											Interest expense, net of
Interest rate contracts	$	10,288	$	1,695	$	(10,654	)	$	(10,540	)	interest income

At September 30, 2011, the Company’s interest rate contract related to the 2007 Swap was effectively hedged, and no ineffectiveness was recorded in income.  Based on projected market interest rates, the Company estimates that approximately $9 million of net deferred loss related to the 2007 Swap will be reclassified into earnings within the next 12 months.  Additionally, $0.4 million, net of tax, was reclassified from AOCI related to the discontinuance of a cash flow hedge during the nine months ended September 30, 2011.

9.   FAIR VALUE MEASUREMENTS

Financial instruments are presented at fair value in the Company’s balance sheets.  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values.  These categories include (in descending order of priority):  Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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The following tables show assets and liabilities measured at fair value on a recurring basis as of September 30, 2011 and December 31, 2010 on the Company’s balance sheet, and the input categories associated with those assets and liabilities:

				Fair Value Measurements at Reporting Date Using
	Total Fair			Quoted Prices in		Significant Other			Significant
(in thousands)	Value Assets			Active Markets for		Observable			Unobservable
	(Liabilities)			Identical Assets		Inputs			Inputs
Description	at 9/30/11			(Level 1)		(Level 2)			(Level 3)
Derivative Assets	$	555		$	-	$	555		$	-
Derivative Liabilities		(14,424	)		-		(14,424	)		-
Deferred Compensation      Plan Assets (a)		4,772			4,772		-			-
Total	$	(9,097	)	$	4,772	$	(13,869	)	$	-

				Fair Value Measurements at Reporting Date Using
	Total Fair			Quoted Prices in		Significant Other			Significant
(in thousands)	Value Assets			Active Markets for		Observable			Unobservable
	(Liabilities)			Identical Assets		Inputs			Inputs
Description	at 12/31/10			(Level 1)		(Level 2)			(Level 3)
Derivative Assets	$	1,355		$	-	$	1,355		$	-
Derivative Liabilities		(36,888	)		-		(36,888	)		-
Marketable Securities        (available for sale)		169			169		-			-
Deferred Compensation      Plan Assets (a)(b)		3,916			3,916		-			-
Total	$	(31,448	)	$	4,085	$	(35,533	)	$	-

(a) Deferred Compensation Plan Assets consist primarily of equity securites.  The Company also has an offsetting liability related to the Deferred Compensation Plan, which is not disclosed in the table as it is not independently measured at fair value, but rather set to equal fair value of the assets held in the related rabbi trust.

(b) Certain reclassifications have been made to the 2010 financial information to conform to the classification used in 2011.

The fair value of derivative assets and liabilities, consisting primarily of interest rate swaps and caps as discussed above, is calculated using proprietary models utilizing observable inputs, as well as future assumptions related to interest rates, credit risk and other variables.  These calculations are performed by the financial institutions that are counterparties to the applicable swap and cap agreements and reported to the Company on a monthly basis.   The Company uses these reported fair values to adjust the asset or liability as appropriate.  The Company evaluates the reasonableness of the calculations by comparing similar calculations from other counterparties for the applicable period.  Deferred compensation plan assets consist of publicly traded securities and are valued in accordance with market quotations.  There were no transfers into or out of Level 1 or Level 2 measurements for the nine months ended September 30, 2011 or the 12 months ended December 31, 2010.  The Company had no Level 3 financial instruments at any time during the nine months ended September 30, 2011 or the 12 months ended December 31, 2010.

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The following estimated fair values of financial instruments have been determined by the Company using available market information and valuation methodologies.

Cash and Cash Equivalents, Cash and Cash Equivalents – Required Minimum Balance, 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. The Company maintains its cash and cash equivalents in accounts that may not be federally insured.  The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.

Letters of Credit and Surety Bonds – The letters of credit and surety bonds of $177.3 million and $47.1 million, respectively, have no fair value as they support the Company's corporate operations and are not anticipated to be drawn upon.

Debt and Other Obligations – The fair values of the asset-backed medium-term notes were developed using a valuation model that utilizes current market and industry conditions, assumptions related to the Monolines providing financial guaranty policies on those notes and the limited market liquidity for such notes.  Additionally, the fair value of the Term Loan was similarly developed using a valuation model and current market conditions.

The following tables provide information about the Company’s market sensitive financial instruments valued at September 30, 2011 and December 31, 2010:

Debt and other obligations	Carrying		Fair Value
at September 30, 2011	Value		at 9/30/11
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (1)	$	815,000	$	806,406
Vehicle debt and obligations-fixed rates	$	500,000	$	496,851

(1) Includes the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates and $315 million of the Series 2010-3 VFN.  The fair value excludes the impact of the related interest rate swap and caps.

Debt and other obligations	Carrying		Fair Value
at December 31, 2010	Value		at 12/31/10
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (2)	$	1,200,000	$	1,178,875
Vehicle debt and obligations-Canadian dollar denominated	$	49,118	$	49,118
Non-vehicle debt - Term Loan	$	148,125	$	146,459

(2) Includes $500 million relating to the  Series 2006-1 notes, the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates, and the $200 million Series 2010-1 VFN.  The fair value excludes the impact of the related interest rate swaps and cap.

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10.   COMPREHENSIVE INCOME

Comprehensive income is comprised of the following (in thousands):

	Three Months					Nine Months
	Ended September 30,					Ended September 30,
	2011			2010		2011			2010
Net income	$	66,621		$	49,165	$	125,649		$	118,720
Interest rate swap and cap adjustment, net of tax		3,591			1,211		10,288			1,695
Foreign currency translation adjustment		(9,742	)		574		(8,579	)		403
Comprehensive income	$	60,470		$	50,950	$	127,358		$	120,818

For the three months ended September 30, 2011 and 2010, the Company recorded a deferred tax liability on cash flow hedges of $2.5 million and $0.8 million, respectively, and for the nine months ended September 30, 2011 and 2010, a deferred tax liability of $6.9 million and $0.4 million, respectively.  These cash flow hedges are related to the derivatives used to manage the interest rate risk associated with the Company’s vehicle-related debt.

11.   INCOME TAXES

The Company has provided for income taxes in the U.S. and in Canada based on taxable income or loss and other tax attributes separately for each jurisdiction.  The Company has established tax provisions separately for U.S. taxable income and Canadian losses, for which no income tax benefit was recorded.  Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities.  A valuation allowance is recorded for deferred income tax assets when management determines it is more likely than not that such assets will not be realized.

The Company utilizes a like-kind exchange program for its vehicles whereby tax basis gains on disposal of eligible revenue-earning vehicles are deferred for purposes of U.S. federal and state income tax (the “Like-Kind Exchange Program”). To qualify for Like-Kind Exchange Program treatment, the Company exchanges (through a qualified intermediary) vehicles being disposed of with vehicles being purchased allowing the Company to carry-over the tax basis of vehicles sold to replacement vehicles, thereby deferring taxable gains from vehicle dispositions.  In addition, the Company has historically elected to utilize accelerated or “bonus” depreciation methods on its vehicle inventories in order to defer its cash liability for U.S. federal and state income tax purposes.

In September 2010, Congress passed and the President signed into law the Small Business Jobs and Credit Act of 2010 (the “Small Business Act”), which extended 50% bonus depreciation allowances for assets placed in service in 2010, retroactively to the first of the year.  In December 2010, Congress passed and the President signed into law the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (the “Tax Relief Act”), which increased the bonus depreciation allowance to 100% for assets placed in service from September 9, 2010 through December 31, 2011, as well as provided for 50% bonus depreciation for assets placed in service in 2012.  During the first and third quarters of 2011, the Company received federal tax refunds of $49.8 million and $0.2 million, respectively, based on overpayments of estimated taxes made in 2010, as a result of the enactment of the Small Business and Tax Relief Acts.  The Company determined during the second quarter, based on changes in estimates, available at that time, that a portion of the refund should be repaid and the Company paid $6.5 million in July 2011. Subsequent revisions in estimates developed during the third quarter resulted in reductions to the tax liability exceeding the July payment and producing an additional refund due of $8.8 million, which is expected to be received in the fourth quarter of 2011.  The Company’s ability to continue to defer the reversal of prior period tax deferrals will depend on a number of factors, including the size of the Company’s fleet, as well as the availability of accelerated depreciation methods in future years.  Accordingly, the Company may make material cash federal income tax payments in future periods.

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For the three and nine months ended September 30, 2011, the overall effective tax rate of 37.1% and 39.1%, respectively, and for the three and nine months ended September 30, 2010, the overall effective tax rate of 36.7% and 39.0%, respectively, differed from the U.S. statutory federal income tax rate due primarily to state and local taxes and losses relating to DTG Canada for which no benefit was recorded due to full valuation allowance.

As of September 30, 2011, the Company had no material liability for unrecognized tax benefits.  There are no material tax positions for which it is reasonably possible that unrecognized tax benefits will significantly change in the 12 months subsequent to September 30, 2011.

The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions.  In the Company’s significant tax jurisdictions, the tax years 2008 and later are subject to examination by U.S. federal taxing authorities and the tax years 2006 and later are subject to examination by state and foreign taxing authorities.

The Company accrues interest and penalties on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in the condensed consolidated statements of income.  No material amounts were recognized for interest and penalties during the three and nine months ended September 30, 2011 and 2010.

12.   SHARE REPURCHASE PROGRAM

On September 26, 2011, the Company announced that its Board of Directors had increased the authorization of the share repurchase program previously announced on February 24, 2011 of up to $100 million to up to $400 million.  The share repurchase program is discretionary and has no expiration date.  Subject to applicable law, the Company may repurchase shares through forward stock repurchase agreements, accelerated stock buyback programs, directly in the open market, in privately negotiated transactions, or pursuant to derivative instruments or plans complying with SEC Rule 10b5-1, among other types of transactions and arrangements. Additionally, share repurchases will be subject to applicable limitations under the Senior Secured Credit Facilities, which as of September 30, 2011, permitted share repurchases totaling approximately $362 million (see Note 7 for further discussion).  The Company plans to complete share repurchases of up to $100 million per quarter over the course of the next four quarters.  No shares have been repurchased under the share repurchase program as of September 30, 2011.  The share repurchase program may be suspended or discontinued at any time.

13.   COMMITMENTS AND CONTINGENCIES

There have been no material changes to the Commitments and Contingencies Note 15 in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, with the exception of the following:

Vehicle Insurance Reserves

The Company records reserves for its public liability and property damage exposure using actuarially-based loss estimates, which are updated semi-annually in June and December of each year.  In June 2011, the Company began semi-annual updates for supplemental liability insurance, as such reserves had been previously updated on an annual basis in December.  As a result of favorable overall claims loss development, the Company recorded favorable insurance reserve adjustments, which effectively represents revision to previous estimates of vehicle insurance charges, of $10.6 million for the nine months ended September 30, 2011.  No reserve adjustment was recorded for the  nine months ended September 30, 2010, as favorability in claims development was offset with an unfavorable judgment on a vicarious liability claim in 2010.

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Other

On April 4, 2011, the Company and HP Enterprise Services, LLC (“HP”) entered into a three and one-half year data processing service agreement (the “Service Agreement”) totaling approximately $72 million.  The Service Agreement includes early termination provisions, which allow the Company to terminate the Service Agreement or portions of the Service Agreement for convenience and without cause by providing HP at least 120 days prior written notice of the Company’s intent to terminate and paying a termination fee to HP on the termination date.  Likewise, the Company may terminate the Service Agreement in the event of a change of control of the Company by providing HP with 60 days prior written notice of its intent to terminate and paying a termination fee to HP.

Contingencies

For a detailed description of certain legal proceedings see Note 15 of the Form 10-K referenced above.

The following recent development pertaining to a legal proceeding described in the Company’s Form 10-K is furnished on a supplemental basis:

On October 18, 2011, plaintiffs  in the consolidated class action complaint filed in Delaware Chancery Court, Consolidated Case No. 5458-VCS, sought permission to amend their pleadings to assert additional claims that members of the Company’s board of directors (the “Board”) breached their fiduciary duties concerning the following matters: (1) the Board’s response to a merger proposal by Avis Budget in September, 2010; (2) the Board’s use of defensive measures, including the adoption of a poison pill, in response to the Exchange Offer made by Hertz; (3) the Board’s response to the failure of Hertz to submit an improved final offer meeting certain Board criteria by October 10, 2011; and (4) the Board’s alleged failure to make full material disclosures to the Company’s stockholders concerning the Hertz offer, the Company’s stand-alone plan, and the Company’s negotiations with Hertz regarding a business combination.  The court has not ruled on the plaintiffs’ request to amend.  On November 1, 2011, the plaintiffs advised the court that the parties have agreed to stay further activity pending the outcome of the Hertz antitrust review process.

Aside from the above mentioned, none of the other legal proceedings described in the Company’s Form 10-K have experienced material changes.

Various legal actions, claims and governmental inquiries and proceedings have been in the past, or may be in the future, asserted or instituted against the Company, including other purported class actions or proceedings relating to the Hertz transaction terminated in October 2010 or a potential acquisition transaction, and some that may demand large monetary damages or other relief which could result in significant expenditures.  Litigation is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance.  The Company is also subject to potential liability related to environmental matters.  The Company establishes reserves for litigation and environmental matters when the loss is probable and reasonably estimable.  It is reasonably possible that the final resolution of some of these matters may require the Company to make expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that cannot be reasonably estimated.  The term “reasonably possible” is used herein to mean that the chance of a future transaction or event occurring is more than remote but less than probable.  Although the final resolution of any such matters could have a material effect on the Company’s consolidated operating results for the particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its business or consolidated financial position.

14.   NEW ACCOUNTING STANDARDS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2010-06, “Fair Value Measurements and Disclosures (ASC Topic 820): Improving Disclosures about Fair Value Measurements,” which amends ASC Subtopic 820, “Fair Value Measurements and Disclosures” (“ASU 2010-06”) to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements.  

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ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The Company adopted the provisions of ASU 2010-06 regarding disclosures about transfers into and out of Levels 1 and 2 as required on January 1, 2010 (see Note 9 for required disclosure) and adopted the remaining provisions of ASU 2010-06 regarding separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements as required on January 1, 2011.  The adoption of this latest provision had no impact on the Company’s financial statements as the Company has no Level 3 measurements.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”), which amends U.S. GAAP to converge U.S. GAAP and International Financial Reporting Standards (“IFRS”) by changing the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.  ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011; early adoption is not permitted.  The Company plans to adopt ASU 2011-04 on January 1, 2012, as required, but does not believe this guidance will have a significant impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends U.S. GAAP to require entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented (the FASB subsequently effectively deferred the presentation requirements for reclassification adjustments during its October 2011 board meeting, pending the drafting and approval of a proposed update to supersede the applicable paragraphs of pending content in Topic 220).  ASU 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted.  The Company plans to adopt ASU 2011-05 on January 1, 2012, as required.

15.   PROPOSED ACQUISITION AND RELATED MATTERS

As previously disclosed, in late February, the Company submitted its certification of substantial compliance with the Federal Trade Commission’s (“FTC”) Second Request relating to a potential acquisition of the Company by Avis Budget.

On May 9, 2011, Hertz announced its plans to commence an exchange offer to acquire the Company. On May 24, 2011, HDTMS, Inc., a wholly owned subsidiary of Hertz, commenced an exchange offer to exchange each of the issued and outstanding shares of the Company’s common stock for (i) $57.60 in cash, without interest and less any required withholding taxes, and (ii) 0.8546 shares of common stock, par value $0.01 per share, of Hertz common stock (the “Exchange Offer”).  The Exchange Offer had an expiration date of July 8, 2011; however, Hertz extended the Exchange Offer through November 1, 2011.  On October 27, 2011, Hertz announced that it was withdrawing its Exchange Offer for all outstanding shares of the Company, in light of the Company's plan to commence its announced share repurchase program and current market conditions.  However, Hertz noted that they remain interested in acquiring the Company and remain engaged with the FTC to secure antitrust clearance for a proposed transaction.

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On August 21, 2011, the Company issued a letter advising Hertz and Avis Budget of the Company's intention to solicit for submission in early October 2011 best and final definitive proposals regarding a potential business combination.  In its letter, the Company stated that any proposal that did not eliminate the antitrust regulatory risk of the transaction for its shareholders would not likely be acceptable. In conjunction with the Company’s request for final proposals regarding a potential business combination on September 14, 2011, Avis Budget announced that it would not participate in a bid to buy the Company, citing current market conditions.

As of October 10, 2011, the Company had not received any proposals meeting this criterion and announced that it has formally concluded its process to solicit definitive proposals regarding a potential business combination.  Consequently, the Company has terminated its solicitation process and will continue to execute its current stand-alone plan.

On May 18, 2011, the Company adopted a shareholder rights plan (the “Rights Plan”) under which the Company’s shareholders will receive rights to purchase shares of a new series of preferred stock in certain circumstances.  Under the provisions of the Rights Plan, which has a term of one year, the rights will be exercisable if a person or group, without the Company’s approval, acquires 20% or more of the Company’s common stock or announces a tender offer which results in the ownership of 20% or more of the Company’s common stock. The rights also will be exercisable if a person or group that already owns 20% or more of the Company’s common stock, without the Company’s approval, acquires any additional shares. If the rights become exercisable, all rights holders (other than the person triggering the rights) will be entitled to acquire the Company’s common stock at a 50% discount.

16.   SUBSEQUENT EVENTS

In preparing the accompanying condensed consolidated financial statements, the Company has reviewed events that have occurred after September 30, 2011 through the issuance of the financial statements.  The Company noted no reportable subsequent events other than the subsequent events noted below and in Notes 7 and 15.

On October 26, 2011, RCFC issued $400 million of asset-backed medium-term notes (the “Series 2011-2 notes”), which will be repaid monthly over a six-month period, beginning in December 2014, with an expected final maturity date of May 2015, at a fixed interest rate of 3.21%. The Series 2011-2 notes require compliance with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00, consistent with the terms of the Company’s Senior Secured Credit Facilities. In conjunction with the Series 2011-2 notes, the $300 million Series 2010-2 VFN was terminated.

*******

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ITEM 2.                   MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The following table sets forth certain selected operating data of the Company:

	Three Months							Nine Months
	Ended September 30,							Ended September 30,
					Percentage							Percentage
U.S. and Canada	2011		2010		Change			2011		2010		Change
Vehicle Rental Data:
Average number of vehicles operated		112,665		108,042		4.3%			109,168		103,781		5.2%
Number of rental days		8,690,838		8,346,616		4.1%			23,930,099		23,160,428		3.3%
Vehicle utilization		83.9%		84.0%	(0.1) p.p.				80.3%		81.7%	(1.4) p.p.
Average revenue per day	$	50.12	$	50.97		(1.7%	)	$	47.89	$	49.14		(2.5%	)
Monthly average revenue per vehicle	$	1,289	$	1,313		(1.8%	)	$	1,166	$	1,218		(4.3%	)
Average depreciable fleet		113,719		109,129		4.2%			110,125		104,749		5.1%
Monthly avg. depreciation (net) per vehicle	$	186	$	262		(29.0%	)	$	206	$	221		(6.8%	)

Use of Non-GAAP Measures For Measuring Results

Non-GAAP pretax income, non-GAAP net income and non-GAAP EPS exclude the impact of the (increase) decrease in fair value of derivatives and the impact of long-lived asset impairments, net of related tax impact (as applicable), from the reported GAAP measures and are further adjusted to exclude merger-related expenses.  Due to volatility resulting from the mark-to-market treatment of the derivatives and the non-operating nature of the non-cash impairments and merger-related expenses, the Company believes these non-GAAP measures provide an important assessment of year-over-year operating results.

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See the table below for a reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP financial measure.

Reconciliation of reported GAAP pretax income per the
income statement to non-GAAP pretax income:
		Three Months					Nine Months
		Ended September 30,					Ended September 30,
		2011		2010			2011			2010
		(in thousands, except per share data)
Income before income taxes - as reported		$	105,886	$	77,672		$	206,243		$	194,774
(Increase) decrease in fair value of derivatives			523		(6,464	)		(3,367	)		(21,338	)
Long-lived asset impairment			-		703			-			942
Pretax income - non-GAAP		$	106,409	$	71,911		$	202,876		$	174,378
Merger-related expenses			-		11,937			4,600			20,459
Non-GAAP pretax income, excluding merger-related expenses		$	106,409	$	83,848		$	207,476		$	194,837
Reconciliation of reported GAAP net income per the
income statement to non-GAAP net income:
Net income  - as reported		$	66,621	$	49,165		$	125,649		$	118,720
(Increase) decrease in fair value of derivatives, net of tax (a)			307		(3,791	)		(1,974	)		(12,513	)
Long-lived asset impairment, net of tax (b)			-		429			-			575
Net income - non-GAAP		$	66,928	$	45,803		$	123,675		$	106,782
Merger-related expenses, net of tax (c)			-		6,956			2,679			11,921
Non-GAAP net income, excluding merger-related expenses		$	66,928	$	52,759		$	126,354		$	118,703
Reconciliation of reported GAAP diluted earnings
per share ("EPS") to non-GAAP diluted EPS:
EPS, diluted - as reported		$	2.13	$	1.62		$	4.03		$	3.93
EPS impact of (increase) decrease in fair value of derivatives, net of tax			0.01		(0.13	)		(0.06	)		(0.41	)
EPS impact of long-lived asset impairment, net of tax			-		0.01			-			0.02
EPS, diluted - non-GAAP (d)		$	2.14	$	1.51		$	3.96		$	3.53
EPS impact of merger-related expenses, net of tax			-		0.23			0.09			0.39
Non-GAAP diluted EPS, excluding merger-related expenses (d)		$	2.14	$	1.74		$	4.05		$	3.93
(a)	The tax effect of the (increase) decrease in fair value of derivatives is calculated using the entity-specific, U.S. federal and blended state tax rate applicable to the derivative instruments which amounts are $216,000 and ($2,673,000) for the three months ended September 30, 2011 and 2010, respectively, and ($1,393,000) and ($8,825,000) for the nine months ended September 30, 2011 and 2010, respectively.
(b)	The tax effect of the long-lived asset impairment is calculated using the tax-deductible portion of the impairment and applying the entity-specific, U.S. federal and blended state tax rate which amounts are $274,000 and $367,000 for the three months and nine months ended September 30, 2010, respectively.
(c)	Merger-related expenses include legal, litigation, advisory and other fees related to a potential merger transaction.  The tax effect of the merger-related expenses is calculated using the entity-specific, U.S. federal and blended state tax applicable to the merger-related expenses, which amounts are $4,981,000 for the three months ended September 30, 2010, and $1,921,000 and $8,538,000 for the nine months ended September 30, 2011 and 2010, respectively.
(d)	Since each category of EPS is computed independently for each period, total per share amounts may not equal the sum of the respective categories.

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Corporate Adjusted EBITDA means earnings, excluding the impact of the (increase) decrease in fair value of derivatives, before non-vehicle interest expense, income taxes, non-vehicle depreciation, amortization, and certain other items as shown below. The Company believes Corporate Adjusted EBITDA is important as it provides investors with a supplemental measure of the Company's liquidity by adjusting earnings to exclude certain non-cash items, in addition to its relevance as a measure of operating performance.  The items excluded from Corporate Adjusted EBITDA but included in the calculation of the Company’s reported net income are significant components of the accompanying condensed consolidated statements of income, and must be considered in performing a comprehensive assessment of overall financial performance.  Corporate Adjusted EBITDA is not defined under GAAP and should not be considered as an alternative measure of the Company's net income, cash flow or liquidity.  Corporate Adjusted EBITDA amounts presented may not be comparable to similar measures disclosed by other companies.  See table below for a reconciliation of non-GAAP to GAAP results.

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
	(in thousands)						(in thousands)
Reconciliation of Net Income to
Corporate Adjusted EBITDA
Net income - as reported	$	66,621		$	49,165		$	125,649		$	118,720
(Increase) decrease in fair value of derivatives		523			(6,464	)		(3,367	)		(21,338	)
Non-vehicle interest expense		3,709			2,464			9,053			7,301
Income tax expense		39,265			28,507			80,594			76,054
Non-vehicle depreciation		4,786			4,782			14,559			15,108
Amortization		1,896			1,771			5,703			5,472
Non-cash stock incentives		987			842			3,124			3,254
Long-lived asset impairment		-			703			-			942
Other		(231	)		-			(243	)		(22	)
Corporate Adjusted EBITDA	$	117,556		$	81,770		$	235,072		$	205,491
Reconciliation of Corporate Adjusted EBITDA
to Cash Flows From Operating Activities
Corporate Adjusted EBITDA	$	117,556		$	81,770		$	235,072		$	205,491
Vehicle depreciation, net of gains/losses from disposal		63,290			85,723			203,956			208,018
Non-vehicle interest expense		(3,709	)		(2,464	)		(9,053	)		(7,301	)
Change in assets and liabilities and other		(5,800	)		13,765			28,509			(40,315	)
Net cash provided by operating activities (a)	$	171,337		$	178,794		$	458,484		$	365,893
Memo:
Net cash provided by / (used in) investing activites	$	41,421		$	(15,373	)	$	(326,408	)	$	(147,535	)
Net cash used in financing activities (a)	$	(169,358	)	$	(14,290	)	$	(95,756	)	$	(199,755	)

(a)  Certain reclassifications have been made to the 2010 financial information to conform to the classifications used in 2011.

Three Months Ended September 30, 2011 Compared with Three Months Ended September 30, 2010

Operating Results

During the third quarter of 2011, the Company’s vehicle rental revenues increased, primarily due to a 4.1% increase in the number of rental days, partially offset by a 1.7% decrease in average revenue per day.  Expenses for the third quarter of 2011 declined 7.3% compared to the third quarter of 2010, primarily due to improvements in net vehicle depreciation and lease charges and selling, general and administrative expenses, partially offset by increases in direct vehicle and operating expenses.  Additionally, the change in the fair value of derivatives during the third quarter of 2011 was a decrease of $0.5 million, compared to an increase in the third quarter of 2010 of $6.5 million.

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The Company had income before income taxes of $105.9 million for the third quarter of 2011, compared to income before income taxes of $77.7 million for the third quarter of 2010.

Revenues

	Three Months
	Ended September 30,				$ Increase/			% Increase/
	2011		2010		(decrease)			(decrease)
	(in millions)
Vehicle rentals	$	435.6	$	425.5	$	10.1			2.4%
Other		16.1		18.0		(1.9	)		(10.7%	)
Total revenues	$	451.7	$	443.5	$	8.2			1.8%
Vehicle rental metrics:
Number of rental days		8,690,838		8,346,616		344,222			4.1%
Average revenue per day		$50.12		$50.97	$	($0.85	)		(1.7%	)

Vehicle rental revenue for the third quarter of 2011 increased 2.4%.  The Company experienced a 4.1% increase in rental days totaling $17.4 million, partially offset by a 1.7% decrease in average revenue per day totaling $7.3 million.

Other revenue decreased $1.9 million primarily due to a $1.5 million decrease in the market value of investments in the Company’s deferred compensation and retirement plans and a $0.4 million decrease in leasing revenue.  The decline in market value of investments in the deferred compensation and retirement plans is fully offset in selling, general and administrative expenses.

Expenses

	Three Months
	Ended September 30,					$ Increase/			% Increase/
	2011		2010			(decrease)			(decrease)
	(in millions)
Direct vehicle and operating	$	214.5	$	204.2		$	10.3			5.1%
Vehicle depreciation and lease charges, net		63.3		85.7			(22.4	)		(26.2%	)
Selling, general and administrative (a)		47.9		59.4			(11.5	)		(19.4%	)
Interest expense, net of interest income		19.6		22.3			(2.7	)		(12.1%	)
Long-lived asset impairment		-		0.7			(0.7	)		(100.0%	)
Total expenses	$	345.3	$	372.3		$	(27.0	)		(7.3%	)
(Increase) decrease in fair value of derivatives	$	0.5	$	(6.5	)	$	7.0			108.1%
(a)  Includes merger-related expenses of $11.9 million for the three months ended September 30, 2010.

Direct vehicle and operating expenses for the third quarter of 2011 increased $10.3 million primarily due to an increase in the average fleet operated during the period of 4.3%.  As a percent of revenue, direct vehicle and operating expenses were 47.5% in the third quarter of 2011, compared to 46.0% in the third quarter of 2010.

The increase in direct vehicle and operating expenses in the third quarter of 2011 primarily resulted from the following:

Ø   Vehicle-related expenses increased $10.1 million, which included an increase in gasoline expense of $4.8 million and an increase in toll and ticket expense of $1.5 million.  Increased sales of pre-paid fuel and toll road products are a focus area for the Company, and the majority of the increase in these expenses is recovered through customer revenue related to these products.  Additionally, the Company experienced a $2.7 million increase in vehicle maintenance expense due to an increase in the rental fleet size and increased maintenance expense due to higher mileage vehicles in the fleet compared to 2010, and a $0.5 million increase in shuttling expense.  All other vehicle-related expenses increased $0.6 million.

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Ø   Discounts and commissions expense increased $0.8 million primarily due to increases in commissions paid to travel agents resulting from increased rental revenue.

Ø   Personnel expenses increased $0.4 million, primarily due to a $2.5 million increase in field employee salaries due to merit-based raises and a $0.4 million increase in incentive compensation primarily related to the timing of compensation-related accruals, partially offset by a $1.7 million decrease related to a decrease in the number of employees.  All other personnel expenses decreased $0.8 million.

Ø   Vehicle insurance expenses decreased $0.7 million. This decrease resulted primarily from lower accrual rates in 2011 compared to 2010 due to favorable claims experience.

Ø   Communications and computer expenses decreased $0.3 million due to cost reduction initiatives.

Net vehicle depreciation and lease charges for the third quarter of 2011 decreased $22.4 million. As a percent of revenue, net vehicle depreciation and lease charges were 14.0% in the third quarter of 2011, compared to 19.3% in the third quarter of 2010.

The decrease in net vehicle depreciation and lease charges in the third quarter of 2011 primarily resulted from the following:

Ø   Vehicle depreciation expense decreased $15.0 million, primarily resulting from a 19.2% decrease in the average depreciation rate due to continued favorable used vehicle market conditions, partially offset by a 4.2% increase in the average depreciable fleet.

Ø   Net vehicle gains on disposal of risk vehicles (reductions to net vehicle depreciation and lease charges), which effectively represent revisions to previous estimates of vehicle depreciation charges by reducing vehicle depreciation and lease charges, increased $7.4 million from a $10.0 million gain in the third quarter of 2010 to a $17.4 million gain in the third quarter of 2011.  This increase in gains on vehicle dispositions resulted from a higher average gain per unit in the third quarter of 2011 as compared to the third quarter of 2010 due to improved market conditions, partially offset by approximately 400 fewer units sold in the third quarter of 2011.

Selling, general and administrative expenses for the third quarter of 2011 decreased $11.5 million.  As a percent of revenue, selling, general and administrative expenses were 10.6% in the third quarter of 2011, compared to 13.4% in the third quarter of 2010.

The decrease in selling, general and administrative expenses in the third quarter of 2011 primarily resulted from the following:

Ø   Merger-related costs decreased $11.9 million.

Ø   Personnel-related expenses decreased $0.4 million, primarily due to a $1.5 million decrease in the market value of the deferred compensation and retirement plans and a $0.2 million decrease in group insurance expense, partially offset by the timing of compensation-related accruals which increased by $1.2 million.

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Ø   Other selling, general and administrative expenses increased $0.8 million primarily due to increases in sales and marketing expenses.

Net interest expense for the third quarter of 2011 decreased $2.7 million primarily due to lower average interest rates, partially offset by higher amortization of deferred financing costs and a write-off of deferred financing fees related to the Term Loan payoff during the third quarter of 2011.  As a percent of revenue, net interest expense was 4.4% in the third quarter of 2011, compared to 5.0% in the third quarter of 2010.

Long-lived asset impairment expense decreased $0.7 million in 2011, due to write-offs of software no longer in use during the third quarter of 2010 with no corresponding write-offs in 2011.

The change in fair value of the Company’s derivative agreements was a decrease of $0.5 million for the third quarter of 2011 compared to an increase of $6.5 million for the third quarter of 2010, resulting in a quarter-over-quarter unfavorable change of $7.0 million.

Income tax expense for the third quarter of 2011 was $39.3 million, compared to $28.5 million for the third quarter of 2010.  The effective income tax rate for the third quarter of 2011 was 37.1% compared to 36.7% for the third quarter of 2010.  The effective income tax rates for the three months ended September 30, 2011 and 2010 were higher than the statutory rates principally due to state and local income taxes.  Interim reporting requirements for applying separate, annual effective income tax rates to U.S. and Canadian operations, combined with the seasonal impact of Canadian operations, generally cause significant variations in the Company’s quarterly consolidated effective income tax rates.

Nine Months Ended September 30, 2011 Compared with Nine Months Ended September 30, 2010

Operating Results

During the nine months ended September 30, 2011, the Company’s vehicle rental revenues increased, primarily due to a 3.3% increase in the number of rental days, partially offset by a 2.5% decrease in average revenue per day.  Expenses for the nine months ended September 30, 2011 declined 2.2% compared to the nine months ended September 30, 2010, primarily due to improvements in selling, general and administrative expenses, interest expense and net vehicle depreciation and lease charges, partially offset by increases in direct vehicle and operating expenses.  Additionally, the Company experienced increases in the fair value of derivatives in the nine months ended September 30, 2011 and 2010 of $3.4 million and $21.3 million, respectively.  The Company had income before income taxes of $206.2 million for the nine months ended September 30, 2011, compared to income before income taxes of $194.8 million for the nine months ended September 30, 2010.

Revenues

	Nine Months
	Ended September 30,				$ Increase/			% Increase/
	2011		2010		(decrease)			(decrease)
	(in millions)
Vehicle rentals	$	1,146.0	$	1,138.0	$	8.0			0.7%
Other		49.2		50.1		(0.9	)		(1.8%	)
Total revenues	$	1,195.2	$	1,188.1	$	7.1			0.6%
Vehicle rental metrics:
Number of rental days		23,930,099		23,160,428		769,671			3.3%
Average revenue per day		$47.89		$49.14		($1.25	)		(2.5%	)

Vehicle rental revenue for the nine months ended September 30, 2011 increased 0.7%.  The Company experienced a 3.3% increase in rental days totaling $37.9 million, partially offset by a 2.5% decrease in average revenue per day totaling $29.9 million.

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Other revenue decreased $0.9 million primarily due to a decrease in the market value of investments in the Company’s deferred compensation and retirement plans, which is fully offset in selling, general and administrative expenses.

Expenses

	Nine Months
	Ended September 30,						$ Increase/			% Increase/
	2011			2010			(decrease)			(decrease)
	(in millions)
Direct vehicle and operating	$	583.8		$	577.4		$	6.4			1.1%
Vehicle depreciation and lease charges, net		204.0			208.1			(4.1	)		(2.0%	)
Selling, general and administrative (a)		145.6			162.8			(17.2	)		(10.6%	)
Interest expense, net of interest income		58.9			65.4			(6.5	)		(9.9%	)
Long-lived asset impairment		-			0.9			(0.9	)		(100.0%	)
Total expenses	$	992.3		$	1,014.6		$	(22.3	)		(2.2%	)
(Increase) decrease in fair value of derivatives	$	(3.4	)	$	(21.3	)	$	17.9			84.2%

(a) Includes merger-related expenses of $4.6 million and $20.5 million, respectively.

Direct vehicle and operating expenses for the nine months ended September 30, 2011 increased $6.4 million primarily due to an increase in the average fleet operated during the period of 5.2%.  As a percent of revenue, direct vehicle and operating expenses were 48.8% in the nine months ended September 30, 2011, compared to 48.6% in the nine months ended September 30, 2010.

The increase in direct vehicle and operating expenses in the nine months ended September 30, 2011 primarily resulted from the following:

Ø   Vehicle-related expenses increased $19.7 million, which included an increase in gasoline expense of $9.7 million and an increase in toll and ticket expense of $3.0 million.  Increased sales of pre-paid fuel and toll road products are a focus area for the Company, and the majority of the increase in these expenses is recovered through customer revenue related to these products.  Additionally, the Company experienced a $4.1 million increase in vehicle maintenance expense due to the increase in the rental fleet size and increased maintenance expense due to higher mileage vehicles in the fleet compared to 2010, a $1.9 million increase in shuttling expense and a $1.2 million increase in general excise and surcharge taxes.  All other vehicle-related expenses decreased $0.2 million.

Ø   Discounts and commissions expense increased $0.8 million primarily due to increases in commissions paid to travel agents resulting from increased rental revenue.

Ø   Vehicle insurance expenses decreased $11.0 million, primarily due to a decrease in insurance reserves of $10.6 million for the nine months ended September 30, 2011, resulting from favorable claims developments and the corresponding revisions to future loss estimates.  Changes in insurance reserves for the nine months ended September 30, 2010 were fully offset by an unfavorable judgment on a vicarious liability claim in 2010.

Ø   Personnel-related expenses decreased $1.3 million.  The decrease was primarily due to a $2.6 million decrease related to a decrease in the number of employees, the timing of the vacation accrual, which decreased by $1.7 million, a $1.2 million decrease in group insurance expense due to favorable claims and lower number of personnel, and a $0.3 million decrease in incentive compensation expense due to the timing of compensation-related accruals, partially offset by a $4.9 million increase in field employee salaries due to merit-based raises.

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Ø   Communications and computer expenses decreased $1.3 million due to cost reduction initiatives.

Net vehicle depreciation and lease charges for the nine months ended September 30, 2011 decreased $4.1 million.  As a percent of revenue, net vehicle depreciation and lease charges were 17.1% in the nine months ended September 30, 2011, compared to 17.5% in the nine months ended September 30, 2010.

The decrease in net vehicle depreciation and lease charges in the nine months ended September 30, 2011 primarily resulted from the following:

Ø   Vehicle depreciation expense decreased $24.2 million, primarily resulting from a 13.5% decrease in the average depreciation rate due to continued favorable used vehicle market conditions, partially offset by a 5.1% increase in the average depreciable fleet.

Ø   Net vehicle gains on disposal of risk vehicles (reductions to net vehicle depreciation and lease charges), which effectively represent revisions to previous estimates of vehicle depreciation charges by reducing vehicle depreciation and lease charges, decreased $20.1 million from a $63.2 million gain in the nine months ended September 30, 2010 to a $43.1 million gain in the nine months ended September 30, 2011.  This decrease in gains on vehicle dispositions resulted from approximately 18,500 fewer units sold in the nine months ended September 30, 2011, partially offset by a higher average gain per unit as compared to the nine months ended September 30, 2010.

Selling, general and administrative expenses for the nine months ended September 30, 2011 decreased $17.2 million.  As a percent of revenue, selling, general and administrative expenses were 12.2% in the nine months ended September 30, 2011, compared to 13.7% in the nine months ended September 30, 2010.

The decrease in selling, general and administrative expenses in the nine months ended September 30, 2011 primarily resulted from the following:

Ø   Merger-related costs decreased $15.9 million.

Ø   Personnel-related expenses decreased $3.7 million, primarily due to the timing of compensation-related and vacation accruals, which decreased by $1.9 million and $1.2 million, respectively, and a $0.9 million decrease in the market value of the deferred compensation and retirement plans.

Ø   Loyalty programs and commission expenses increased $1.1 million primarily due to increased rental day volume.

Ø   Other selling, general and administrative expenses increased $1.3 million primarily due to increases in sales and marketing expenses.

Net interest expense for the nine months ended September 30, 2011 decreased $6.5 million primarily due to lower average vehicle debt and lower interest rates, partially offset by higher amortization of deferred financing costs and a write-off of deferred financing fees related to the Term Loan payoff during the third quarter of 2011.  As a percent of revenue, net interest expense was 4.9% in the nine months ended September 30, 2011, compared to 5.5% in the nine months ended September 30, 2010.

Long-lived asset impairment expense decreased $0.9 million in 2011, due to write-offs of software no longer in use during the nine months ended September 30, 2010 with no corresponding write-offs in 2011.

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The change in fair value of the Company’s derivative agreements was an increase of $3.4 million for the nine months ended September 30, 2011 compared to an increase of $21.3 million for the nine months ended September 30, 2010, resulting in a period-over-period unfavorable change of $17.9 million.

Income tax expense for the nine months ended September 30, 2011 was $80.6 million, compared to $76.1 million for the nine months ended September 30, 2010.  The effective income tax rate for the nine months ended September 30, 2011 was 39.1%, compared to 39.0% for the nine months ended September 30, 2010.  The effective income tax rates for the nine months ended September 30, 2011 and 2010 were higher than the statutory rates principally due to state and local income taxes and the full valuation allowance for the tax benefit of Canadian operating losses.  Interim reporting requirements for applying separate, annual effective income tax rates to U.S. and Canadian operations, combined with the seasonal impact of Canadian operations, generally cause significant variations in the Company’s quarterly consolidated effective income tax rates.

Seasonality

The Company’s business is subject to seasonal variations in customer demand, with the summer vacation period representing the peak season for vehicle rentals.  During the peak season, the Company increases its rental fleet and workforce to accommodate increased rental activity.  As a result, any occurrence that disrupts travel patterns during the summer period could have a material adverse effect on the annual performance of the Company.  The first and fourth quarters for the Company’s rental operations are generally the weakest, when there is limited leisure travel and a greater potential for adverse weather conditions.  Many of the operating expenses such as rent, general insurance and administrative personnel are fixed and cannot be reduced during periods of decreased rental demand.

Outlook for 2011

The Company noted that it expects 1 to 2 percent rental revenue growth in the fourth quarter with growth in rental days offsetting a slight decline in revenue per day.  The Company further noted that its full year 2011 fleet cost outlook of $215 - $225 per vehicle per month remains unchanged.

Based on the factors outlined above, the Company is currently targeting Corporate Adjusted EBITDA for the full year of 2011 to be within a range of $270 million to $290 million.  This estimate excludes the impact of merger-related expenses incurred to date and that may be incurred during the remainder of 2011.

See below for the reconciliation of forecasted Corporate Adjusted EBITDA for the full year of 2011.

 

	Full Year
	2011			2010
	(in millions)
Reconciliation of Pretax Income to	(forecasted)			(actual)
Corporate Adjusted EBITDA
Pretax income (net income plus income tax expense)		$226 - $246		$	221
(Increase) decrease in fair value of derivatives (2011 amount is YTD September 2011)		(3	)		(29	)
Non-vehicle interest expense		11			10
Non-vehicle depreciation		19			20
Amortization		8			7
Non-cash stock incentives		4			5
Long-lived asset impairment		-			1
Merger-related expenses (a)		5			23
Corporate Adjusted EBITDA, excluding merger-related expenses		$270-$290		$	258
(a)       Merger-related expenses include legal, litigation, advisory and other fees related to a potential merger transaction.
Full year 2011 includes $4.6 million of merger-related expenses through September 30, 2011.

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Liquidity and Capital Resources

The Company’s primary uses of liquidity are for the purchase of vehicles for its rental fleet, including required collateral enhancement under its fleet financing structures, non-vehicle capital expenditures and 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 to secure certain commitments related to airport concession agreements, insurance programs and for other purposes.  The Company’s primary sources of liquidity are cash generated from operations, secured vehicle financing, sales proceeds from disposal of used vehicles, letters of credit provided under the Senior Secured Credit Facilities and amounts payable under insurance bonds.

The Company believes that its cash generated from operations, cash balances and secured vehicle financing programs are adequate to meet its liquidity requirements for the near future.  The Company added $500 million of asset-backed medium-term notes in July 2011 through the issuance of its Series 2011-1 notes, and $150 million of additional fleet funding capacity in September 2011 by increasing and extending the Series 2010-3 VFN.  In October 2011, the Company further modified its fleet debt capacity by terminating the $200 million Series 2010-1 VFN and the $300 million Series 2010-2 VFN, and issuing the $400 million Series 2011-2 notes.  These financings together provide a funding source for future debt maturities, including any future rapid amortization event that would occur as a result of an event of bankruptcy with respect to the Monoline under the Series 2007-1 notes.  Based on its current cash position, availability under the Senior Secured Credit Facilities, and availability under its secured vehicle financing programs, the Company believes it has adequate resources available to meet its fleet financing needs.

The secured vehicle financing programs require varying levels of credit enhancement or overcollateralization, which are provided by a combination of cash, vehicles and letters of credit.  Enhancement levels vary based on the source of debt used to finance the vehicles.  The letters of credit are provided under the Company’s Revolving Credit Facility.  Additionally, enhancement levels are seasonal and increase significantly during the second quarter when the fleet is at peak levels.  Enhancement requirements under asset-backed financing sources have changed significantly for the rental car industry as a whole over the past few years, and as a result, enhancement levels under the Series 2011-1 notes, the Series 2011-2 notes and the Series 2010-3 VFN are approximately 45% compared to 30% on the Series 2007-1 notes.

Cash generated by operating activities of $458.5 million for the nine months ended September 30, 2011 was primarily the result of net income, adjusted for net depreciation and a decrease in the income taxes receivable related to the receipt of a $49.8 million federal income tax overpayment.

Cash used in investing activities was $326.4 million.  The principal expenditure of cash from investing activities during the nine months ended September 30, 2011 was for purchases of new revenue-earning vehicles, which totaled $983.9 million, partially offset by the sale of revenue-earning vehicles, which totaled $492.0 million, and a $76.1 million decrease in restricted cash and investments from December 31, 2010.  Cash and cash equivalents - required minimum balance was eliminated in February 2011 as the $100 million requirement under the Company’s financing arrangements was eliminated (see Note 7 of Notes to Condensed Consolidated Financial Statements).  The Company’s need for cash to finance vehicles is seasonal and typically peaks in the second and third quarters of the year when fleet levels build to meet seasonal rental demand.  The Company expects to continue to fund its revenue-earning vehicles with borrowings under secured vehicle financing programs, cash provided from operations and from the disposal of used vehicles.  The Company also used cash for non-vehicle capital expenditures of $11.2 million.  These expenditures consist primarily of airport facility improvements for the Company’s rental locations and information technology-related projects.

Cash used in financing activities was $95.8 million primarily due to $1.1 billion in borrowings under the Series 2011-1 notes, the Series 2010-3 VFN and the Series 2010-2 VFN, partially offset by $500 million of scheduled debt repayments on the Series 2006-1 notes, $515 million of reductions to the amounts drawn under the Series 2010 VFNs, $56 million in principal payments in conjunction with the termination of the Canadian fleet financing facility and $148 million of principal payments on the Term Loan.

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The Company has significant requirements to maintain letters of credit and surety bonds to support its insurance programs, airport concession and other obligations.  At September 30, 2011, the Company had $58.6 million in letters of credit, including $54.7 million in letters of credit under the Revolving Credit Facility, and $47.1 million in surety bonds to secure these obligations.  At September 30, 2011, these surety bonds and letters of credit had not been drawn.

The Company does not conduct operations in foreign jurisdictions other than Canada, and accordingly, cash and cash equivalents would not be subject to repatriation taxes or otherwise stranded in foreign jurisdictions.

Contractual Obligations and Commitments

On April 4, 2011, the Company entered into a three and one-half year data processing service agreement with HP totaling approximately $72 million.  The Service Agreement includes early termination provisions, which allow the Company to terminate the Service Agreement or portions of the Service Agreement for convenience and without cause by providing HP at least 120 days prior written notice of the Company’s intent to terminate and paying a termination fee to HP on the termination date.  Likewise, the Company may terminate the Service Agreement in the event of a change of control of the Company by providing HP with 60 days prior written notice of its intent to terminate and paying a termination fee to HP.

See debt discussion below for an update to the “Total Debt and Other Obligations” section of the table provided in Part II, Item 7 – Contractual Obligations and Commitments in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Asset-Backed Medium-Term Notes

The asset-backed medium-term note program at September 30, 2011 was comprised of $1.0 billion in asset-backed medium-term notes with maturities in 2012 and 2015.  Borrowings under the asset-backed medium-term notes are secured by eligible vehicle collateral, among other things. The Series 2007-1 notes bear interest at a fixed rate of 5.16% including floating rate notes swapped to fixed rates.  The Series 2011-1 notes, with a fixed blended interest rate of 2.81%, are comprised of $420 million principal amount Class A notes at a fixed interest rate of 2.51% and $80 million principal amount of Class B notes at a fixed interest rate of 4.38%.  Proceeds from asset-backed medium-term notes, and the Series 2010 VFNs that are not utilized for financing vehicles and certain related receivables are maintained in restricted cash and investment accounts and are available for the purchase of vehicles.  These amounts totaled approximately $195.3 million at September 30, 2011.

The Series 2006-1 notes began scheduled amortization in December 2010 and were paid in full in May 2011. The Series 2007-1 notes will begin scheduled amortization in February 2012, and will amortize over a six-month period.  The scheduled amortization period for the Series 2007-1 notes, which are insured by FGIC, may be accelerated under certain circumstances, including an event of bankruptcy with respect to FGIC.  The Series 2011-1 notes are expected to begin scheduled amortization in September 2014, and will amortize over a six-month period.

On October 26, 2011, RCFC issued $400 million of the Series 2011-2 notes, which will be repaid monthly over a six-month period, beginning in December 2014, with an expected final maturity date of May 2015, at a fixed interest rate of 3.21%.   The Series 2011-2 notes require compliance with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00, consistent with the terms of the Company’s Senior Secured Credit Facilities. The Series 2011-2 notes replace the Series 2010-2 VFN, which was terminated in conjunction with the issuance (see below for further discussion).

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Variable Funding Notes

The variable funding notes at September 30, 2011 were comprised of $1.1 billion in U.S. fleet financing capacity which may be drawn and repaid from time to time in whole or in part at any time during their respective revolving periods with maturities ranging from 2012 to 2013.

The Series 2010-1 VFN of $200 million and the Series 2010-2 VFN of $300 million were undrawn at September 30, 2011.  As a result of the renewal of the Series 2010-3 VFN and the issuance of the Series 2011-2 notes, the Series 2010-1 and Series 2010-2 VFNs were terminated in October 2011.

On September 29, 2011, RCFC renewed the Series 2010-3 VFN, increasing the capacity to $600 million from $450 million, and the revolving period under the facility was extended to two years from the previous 364-day structure.  The facility bears interest at a spread of 130 basis points above each funding institution’s cost of funds, which may be based on either the weighted average commercial paper rate, a floating one-month LIBOR rate or a Eurodollar rate.  The Series 2010-3 VFN had $315 million drawn at September 30, 2011.  At the end of the revolving period, the then-outstanding principal amount of the Series 2010-3 VFN will be repaid monthly over a three-month period, beginning in October 2013, with the final payment in December 2013. The Series 2010-3 VFN requires a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00, consistent with the terms of the Amendment.

Canadian Fleet Financing

On April 18, 2011, the Company’s excess cash position and the cost differential between the interest rate on its Canadian fleet financing and interest rates earned on investment of excess cash, the Company fully repaid the outstanding balance of CAD $54.0 million (US $56.0 million) and terminated the CAD Series 2010 Program. The Company currently plans to fund any future Canadian fleet needs with cash on hand and cash generated from operations. Direct investments in the Canadian fleet funded from cash and cash equivalents totaled CAD $92.1 million (US $87.7 million) as of September 30, 2011.

Senior Secured Credit Facilities

On August 31, 2011, the Company repaid the outstanding balance of $143.1 million under the Term Loan and terminated the Term Loan portion of its Senior Secured Credit Facilities.  Accordingly, at September 30, 2011, the Company’s Senior Secured Credit Facilities was comprised of only the $231.3 million Revolving Credit Facility which expires on June 15, 2013.  The Senior Secured Credit Facilities contain certain financial and other covenants and are collateralized by a first priority lien on substantially all material non-vehicle assets and certain vehicle assets not pledged as collateral under a vehicle financing facility.  The Company had letters of credit outstanding under the Revolving Credit Facility of $118.7 million for U.S. enhancement and $54.7 million in general purpose enhancements and remaining available capacity of $57.9 million at September 30, 2011.

On February 9, 2011, the Company and the requisite percentage of the lenders under the Company’s Senior Secured Credit Facilities entered into the Amendment, which reinstated the Company’s ability to borrow under the Revolving Credit Facility at its capacity of $231.3 million. Additionally, the Company is no longer required to maintain a minimum adjusted tangible net worth of $150 million and a minimum of $100 million of cash and cash equivalents.  The Amendment replaced the foregoing covenants with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00.

In addition, the Amendment removed certain limitations relating to the issuance of enhancement letters of credit supporting asset-backed notes issued by RCFC. The Amendment eliminated events of default resulting from amortization events under certain series of RCFC’s outstanding asset-backed notes to the extent resulting from bankruptcy events with respect to the related Monolines. The Amendment also removed restrictions on allocation of capital spending to allow for certain franchise acquisitions and modified the language to permit limited dividends and share repurchases.

On September 23, 2011, the Company and the requisite percentage of the lenders under the Company’s Senior Secured Credit Facilities entered into an amendment, which amended the aggregate amount of all dividends, share repurchases and similar restricted payments permitted to be made by the Company to increase to $300 million, plus 50% of cumulative adjusted net income (or minus 100% of cumulative adjusted net loss, as applicable) for the period beginning January 1, 2011, through the last day of the quarter immediately preceding the restricted payment.

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Covenant Compliance

The Company was in compliance with all covenants under its financing arrangements as of September 30, 2011.

New Accounting Standards

For a discussion on new accounting standards refer to Note 14 to Condensed Consolidated Financial Statements in Item 1 – Financial Statements.

ITEM 3.                   QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is changing interest rates, primarily in the United States.  The Company manages interest rates through use of a combination of fixed and floating rate debt and interest rate swap and cap agreements.  All items described are non-trading and are stated in U.S. dollars.  The fair value of the interest rate swaps and caps is calculated using projected market interest rates over the term of the related debt instruments as provided by the counterparties.  Foreign exchange risk is immaterial to the consolidated results and financial condition of the Company.

Based on the Company’s level of floating rate debt (excluding notes with floating interest rates swapped into fixed rates) at September 30, 2011, a 50 basis point fluctuation in interest rates would have an approximate $2 million impact on the Company’s expected pretax income on an annual basis.  This impact on pretax income would be offset by earnings from cash and cash equivalents and restricted cash and investments, which are invested on a short-term basis and subject to fluctuations in interest rates.  At September 30, 2011, cash and cash equivalents totaled $499.5 million and restricted cash and investments totaled $201.3 million.

At September 30, 2011, there were no significant changes in the Company’s quantitative disclosures about market risk compared to December 31, 2010, which is included under Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, except for the net change of the derivative financial instruments noted in Notes 8 and 9 to the condensed consolidated financial statements, and except for the change in fair value since December 31, 2010 for the tabular entries, “Vehicle Debt and Obligations – Floating Rates,” from $1,178.9 million at December 31, 2010 to $806.4 million at September 30, 2011, which decrease primarily related to payments of $500 million of the Series 2006-1 notes and payments of $200 million of the Series 2010-1 VFN, partially offset by borrowings of $315 million under the Series 2010-3 VFN; “Vehicle Debt and Obligations – Fixed Rates” which increased related to borrowings of $500 million under the Series 2011-1 notes; and the elimination of the “Vehicle Debt and Obligations – Canadian Dollar Denominated” and “Non-Vehicle Debt” line items due to payoff and termination of these debt facilities in 2011.

ITEM 4.                   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in 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 (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.  In designing and evaluating the disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Additionally, in designing the disclosure controls and procedures, the Company’s management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

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As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the quarter covered by this report.  Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of the end of the quarter covered by this report.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting as defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act, identified in connection with the evaluation of the Company’s internal control performed during the fiscal quarter ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.                   LEGAL PROCEEDINGS

For a detailed description of certain legal proceedings, see Part I, Item 3 – Legal Proceedings in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

The following recent development pertaining to a legal proceeding described in the Company’s Form 10-K is furnished on a supplemental basis:

On October 18, 2011, plaintiffs in the consolidated class action complaint filed in Delaware Chancery Court, Consolidated Case No. 5458-VCS, sought permission to amend their pleadings to assert additional claims that members of the Board breached their fiduciary duties concerning the following matters: (1) the Board’s response to a merger proposal by Avis Budget in September, 2010; (2) the Board’s use of defensive measures, including the adoption of a poison pill, in response to the Exchange Offer made by Hertz; (3) the Board’s response to the failure of Hertz to submit an improved final offer meeting certain Board criteria by October 10, 2011; and (4) the Board’s alleged failure to make full material disclosures to the Company’s stockholders concerning the Hertz offer, the Company’s stand-alone plan, and the Company’s negotiations with Hertz regarding a business combination.  The court has not ruled on the plaintiffs’ request to amend.  On November 1, 2011, the plaintiffs advised the court that the parties have agreed to stay further activity pending the outcome of the Hertz antitrust review process.

Aside from the above mentioned, none of the other legal proceedings described in the Company’s Form 10-K have experienced material changes.

Various legal actions, claims and governmental inquiries and proceedings have been in the past, or may be in the future, asserted or instituted against the Company, including other purported class actions or proceedings relating to the Hertz transaction terminated in October 2010 or a potential acquisition transaction, and some that may demand large monetary damages or other relief which could result in significant expenditures.  Litigation is subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance.  The Company is also subject to potential liability related to environmental matters.  The Company establishes reserves for litigation and environmental matters when the loss is probable and reasonably estimable.  It is reasonably possible that the final resolution of some of these matters may require the Company to make expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that cannot be reasonably estimated.  The term “reasonably possible” is used herein to mean that the chance of a future transaction or event occurring is more than remote but less than probable.  Although the final resolution of any such matters could have a material effect on the Company's consolidated operating results for a particular 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.

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ITEM 1A.                   RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, with the exception of removing the risk factors noted as  “Risk Factors Relating to a Potential Business Combination Transaction” due to Avis Budget’s announcement that it would not participate in a bid to buy the Company and Hertz’s announcement that it was withdrawing its Exchange Offer.

ITEM 2.                   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a)   Recent Sales of Unregistered Securities

None.

b)   Use of Proceeds

None.

c)   Purchases of Equity Securities by the Issuer and Affiliated Purchasers

					Total Number of		Approximate
					Shares Purchased		Dollar Value of
	Total Number		Average		as Part of Publicly		Shares that May Yet
	of Shares		Price Paid		Announced Plans		Be Purchased under
Period	Purchased		Per Share		or Programs		the Plans or Programs
July 1, 2011 -
July 31, 2011		-	$	-		-	$	100,000,000
August 1, 2011 -
August 31, 2011		-	$	-		-	$	100,000,000
September 1, 2011 -
September 30, 2011		-	$	-		-	$	400,000,000
Total		-				-

On September 26, 2011, the Company announced that its Board of Directors had increased the authorization of the share repurchase program previously announced on February 24, 2011 of up to $100 million to up to $400 million of the Company’s common stock.  The share repurchase program is discretionary and has no expiration date.  Subject to applicable law, the Company may repurchase shares through forward stock repurchase agreements, accelerated stock buyback programs, directly in the open market, in privately negotiated transactions, or pursuant to derivative instruments or plans complying with SEC Rule 10b5-1, among other types of transactions and arrangements. Additionally, share repurchases will be subject to applicable limitations under the Senior Secured Credit Facilities, which as of September 30, 2011, permitted share repurchases totaling approximately $362 million (see Note 7 to Condensed Consolidated Financial Statements in Item 1 - Financial Statements for further discussion).  The share repurchase program may be suspended or discontinued at any time.  The Company expects to complete share repurchases of up to $100 million per quarter over the course of the next four quarters, and anticipates that purchases will be executed through forward stock repurchase agreements each quarter.  No shares have been repurchased under the share repurchase program as of September 30, 2011.

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ITEM 6.                                EXHIBITS

4.241	Amended and Restated Note Purchase Agreement, dated as of September 29, 2011, among Rental Car Finance Corp., as seller, Dollar Thrifty Automotive Group, Inc., as master servicer, the conduit purchasers and/or committed purchasers identified as such on Schedule III thereto and such other conduit purchasers and/or committed purchasers from time to time party thereto, Deutsche Bank AG, New York Branch, as administrative agent and the managing agents identified as such on Schedule III thereto and such other managing agents from time to time party thereto (incorporated by reference to Exhibit 4.241 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated September 29, 2011 (Commission File No. 1-13647))
4.242	Amended and Restated Series 2010-3 Supplement dated as of September 29, 2011 to the Amended and Restated Base Indenture dated as of February 14, 2007, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.242 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated September 29, 2011 (Commission File No. 1-13647))
4.243	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of September 29, 2011, among Rental Car Finance Corp., as lessor, Dollar Thrifty Automotive Group, Inc., as guarantor and master servicer, DTG Operations, Inc., as lessee and servicer, and those permitted lessees becoming lessees and servicers thereunder (incorporated by reference to Exhibit 4.243 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated September 29, 2011 (Commission File No. 1-13647))
4.244	Master Termination Agreement, dated as of October 11, 2011, among Rental Car Finance Corp., as issuer, lessor, financing source and beneficiary, Dollar Thrifty Automotive Group, Inc., as master servicer and guarantor, DTG Operations, Inc., as lessee, servicer and lessee grantor, Deutsche Bank Trust Company Americas, as trustee, financing source, beneficiary and master collateral agent, Saratoga Funding Corp., LLC, as conduit purchaser, and Deutsche Bank AG, New York Branch, as committed purchaser, managing agent and administrative agent (incorporated by reference to Exhibit 4.244 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated October 11, 2011 (Commission File No. 1-13647))
4.245	Note Purchase Agreement, dated as of October 26, 2011 among Rental Car Finance Corp., as seller, Dollar Thrifty Automotive Group, Inc., as master servicer, Wells Fargo Bank, N.A., as initial note purchaser and the note purchasers from time to time party thereto (incorporated by reference to Exhibit 4.245 to  Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated October 26, 2011 (Commission File No. 1-13647))
4.246	Series 2011-2 Supplement to Amended and Restated Base Indenture, dated as of October 26, 2011, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.246 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated October 26, 2011 (Commission File No. 1-13647))

41

4.247	Enhancement Letter of Credit Application and Agreement, dated as of October 26, 2011, among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, as Series 2011-2 letter of credit issuer (incorporated by reference to Exhibit 4.247 to Dollar Thrifty Automotive Group Inc.’s Form 8-K dated October 26, 2011 (Commission File No. 1-13647))
4.248	Master Termination Agreement, dated as of October 26, 2011, among Rental Car Finance Corp., as issuer, lessor, financing source and beneficiary, Dollar Thrifty Automotive Group, Inc., as master servicer and guarantor, DTG Operations, Inc., as lessee, servicer and lessee grantor, Deutsche Bank Trust Company Americas, as trustee, financing source, beneficiary and master collateral agent, and Wells Fargo Bank, N.A., as note purchaser (incorporated by reference to Exhibit 4.248 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated October 26, 2011 (Commission File No. 1-13647))
10.246	Tenth Amendment to Credit Agreement, dated as of September 23, 2011, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent and letter of credit issuer, and various financial institutions party thereto (incorporated by reference to Exhibit 10.246 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated September 23, 2011 (Commission File No. 1-13647))
10.247	Fourth Amendment dated August 1, 2011 to Vehicle Rental Supply Agreement effective as of March 5, 2008, by and between Expedia, Inc. and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
10.248	Vehicle Purchase Agreement dated August 18, 2011 (effective October 12, 2011) between General Motors LLC and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
15.42	Letter from Ernst & Young LLP regarding interim financial information
31.77	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.78	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.77	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.78	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*

42

101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

_____________________

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
November 2, 2011	By:	/s/  SCOTT L. THOMPSON
		Scott L. Thompson President, Chief Executive Officer and Principal Executive Officer
November 2, 2011	By:	/s/  H. CLIFFORD BUSTER III
		H. Clifford Buster III Senior Executive Vice President, Chief Financial Officer and Principal Financial Officer

44

INDEX TO EXHIBITS

Exhibit Number                                                      Description

10.247	Fourth Amendment dated August 1, 2011 to Vehicle Rental Supply Agreement effective as of March 5, 2008, by and between Expedia, Inc. and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
10.248	Vehicle Purchase Agreement dated August 18, 2011 (effective October 12, 2011) between General Motors LLC and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
15.42	Letter from Ernst & Young LLP regarding interim financial information
31.77	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.78	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.77	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.78	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

_____________________

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

45

EX-10.247

Exhibit 10.247

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

FOURTH AMENDMENT

TO

VEHICLE RENTAL SUPPLY AGREEMENT

This FOURTH AMENDMENT (the “Fourth Amendment”) to Vehicle Rental Supply Agreement effective March 5, 2008 (the “Original Agreement”), as previously amended by that First Amendment to Vehicle Rental Supply Agreement effective April 1, 2009 (the “First Amendment”), that Second Amendment to Vehicle Rental Supply Agreement effective July 10, 2009 (the “Second Amendment”), and that Third Amendment to Vehicle Rental Supply Agreement dated June 16, 2011 (the “Third Amendment”), by and between Expedia, Inc., a Washington corporation, individually and as agent for Travelscape, LLC, a Nevada limited liability company dba Expedia Travel, and Carrentals LLC, a Delaware limited liability company (“Carrentals”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation, for itself and on behalf of its subsidiaries, Affiliates and licensees (collectively, “Supplier”), is entered into as of August 1, 2011 (“Fourth Amendment Effective Date”).  Together, this Fourth Amendment, the Original Agreement, First Amendment, Second Amendment, and Third Amendment shall be known as the “Agreement.”

RECITALS

WHEREAS, EI (as defined below) and Supplier are parties to the Agreement, which sets forth the terms and conditions for information and reservations services for Supplier’s car rentals to be made available through the Booking Channels; and

WHEREAS, EI (as defined below) and Supplier desire to make Supplier brands Dollar and Thrifty available via the Opaque Method (as defined below) through the Hotwire Opaque Booking Channels (as defined below) as set forth herein.

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

1.   Parties:  The Agreement shall include Hotwire, Inc., a Delaware corporation (“Hotwire”), as a party to the Agreement.  Expedia, Inc., Travelscape, LLC, Carrentals LLC, and Hotwire, Inc. shall be collectively referred to in the Agreement as “EI” or “Expedia".

2.   The following language shall be added as new sections in Section 1 Compensation of the Agreement:

1.7   Opaque Terms and Conditions.

1.7.1   [***]

1.7.2   Rental Car Reservation Restrictions.  All Opaque Car Rental Inventory made available through the Hotwire Opaque Booking Channels pursuant to the Opaque Business Model shall be subject to the following restrictions (the “Restrictions”):

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

1.7.3  

1.7.3.1   Supplier may, but will not be required to, grant mileage/affinity points.

1.7.3.2   Supplier may not charge Customers for mileage on any rental car reservation.

1.7.3.3   Customers shall be treated on an equal basis as other Customers of such Supplier Opaque Location, including, without limitation, for overbookings.

1.7.3.4   Customers will pay a price determined by EI or an EI Affiliate, as applicable.

1.7.3.5   Supplier must accept debit cards as a valid form of deposit and may not impose debit card deposit related restrictions, other than restrictions imposed on non-opaque sales.

1.7.3.6   Supplier may not impose car type restrictions, other than restrictions imposed on non-opaque sales.

1.7.3.7   Supplier may not impose rental requirements upon Customers other than the requirement of a valid driver’s license, a valid credit or debit card, age-related restrictions, and Supplier’s “Do Not Rent List.”

1.7.3.8   Rental car reservations will be non-cancelable.

1.7.3.9   Prior to receiving any information about any of the Opaque Characteristics, Customers must agree to:

1.7.3.9.1   Accept the Restrictions and any other rules or conditions established by EI or an EI Affiliate, as applicable.

1.7.3.9.2   Accept any available rental car reservation at any Supplier Opaque Location meeting Customer’s Criteria.

1.7.3.9.3   Pay for the rental car reservation with a major credit, charge or debit card at the time of booking, subject to the Supplier Opaque Location’s posted limitation on cancellations and changes.  Customers shall be informed at the time of reservation, in addition to all of the disclaimers and notices required by law, that Supplier will require from the Customer a credit card or other acceptable form of payment that is consistent with applicable law and the applicable credit or debit card regulations.  The additional form of payment will be used to purchase any additional products selected at the counter, to purchase rental term extensions from Supplier, and to clear other charges as set forth in the applicable rental agreement between the Customer and Supplier.

1.7.3.10    Customers may only specify the following criteria (the “Criteria”):

1.7.3.10.1   Date(s) of rental period

1.7.3.10.2   City

1.7.3.10.3   Neighborhood (e.g. “downtown” vs. “near airport”)

1.7.3.10.4   Class of rental car

1.7.3.10.5   Devices customarily available for disabled drivers (e.g. hand controls)

1.7.4   Opaque Sales.

1.7.4.1   Upon a Customer’s irrevocable acceptance of an opaque rental car reservation, Hotwire shall immediately charge the Customer’s credit, charge or debit card for the full price (including applicable Taxes and Fees (as defined in Section 23 of Exhibit B) of the rental car reservation.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

1.7.4.2   Hotwire shall have the right to set the actual booking price of any Opaque Booking in its sole discretion.  Hotwire shall remit the base rate plus any applicable Taxes and Fees (as provided by Supplier through the reservation system) for all Opaque Bookings booked within a seven-day period beginning on a Monday and ending on the following Sunday (a “Remittance Period”) minus any applicable Opaque Override Fees as described in Section 1.7.5 below (an “Opaque Payment”), within fourteen (14) days after the applicable Remittance Period.  Hotwire shall be the merchant of record and shall pay all associated merchant credit, charge or debit card fees associated with any Opaque Booking.  EI or its Affiliates shall bear the risk of credit, charge or debit card collection, including all disputed charges.

1.7.4.3   After the completion of an Opaque Booking, Hotwire shall promptly forward to Supplier information regarding such booking confirming the Available Car(s) booked, the dates of rental covered by such booking and the net rate paid by Hotwire to Supplier.  In addition, Hotwire shall provide the Customer with a confirmation number of the booking.  At pick-up, drop-off and in the event a Customer requests a separate receipt for an Opaque Booking, the receipt issued by Supplier shall reflect only the incidental charges paid by the Customer and not the net rate or associated taxes.  The rate paid by Hotwire to Supplier shall not be revealed to the Customer.

1.7.5   Reservation Allocation Methodology.

1.7.5.1   Opaque Bookings made by Customers shall be allocated by Hotwire to the lowest-priced Available Car within Hotwire’s inventory that fits such Customer’s Criteria.

1.7.5.2   Notwithstanding Section 1.7.4.1 above, in the event two (2) or more participating rental car suppliers offer Available Cars to Hotwire that meet a Customer’s Criteria at daily rates that are the same, which shall be determined solely by Hotwire, the Opaque Booking shall be allocated based on an allocation algorithm to be determined by Hotwire (the “Allocation Algorithm”).  The Allocation Algorithm shall have at least two (2) components: (1) the price at which such Available Car is being offered to Hotwire; and (2) a random factor.  Hotwire reserves the right, in its sole discretion and without prior notice, to modify the Allocation Algorithm but shall promptly notify Supplier following such modification, and shall not purposely or knowingly create, or purposely allow any condition that has the effect of creating, a bias against Supplier in the Allocation Algorithm.

1.7.6   Opaque Override.  Supplier shall pay Hotwire the following override fees (the “Opaque Override Fees”):

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Within five (5) days of the end of each calendar month, Hotwire shall forward to Supplier a report indicating the Opaque Revenue collected for Supplier’s Opaque Bookings during such calendar month.  Any Opaque Override Fees due to Hotwire shall automatically be deducted from the Opaque Payment as described in Section 1.7.3.2 above.  In the event there is a surplus of Opaque Override Fees, at Hotwire’s option  Supplier shall either (a) pay Hotwire the surplus amount of Opaque Override Fees within fourteen (14) days of its receipt of the aforementioned report, or (b) Hotwire shall deduct the surplus amount from the following Opaque Payment.  For purposes of clarity, Opaque Bookings and Opaque Revenue count toward the Opaque Override Fees and not the Agency Override Fees.

1.7.7   Cancellation; No Show.

1.7.7.1   Cancellation.  If a Customer calls Hotwire’s customer care center and cancels an Opaque Booking, it shall be permitted to issue a cancellation in the special circumstances described in Exhibit J, attached hereto and incorporated herein by reference. No reservation may be cancelled beyond the stated reservation pick up date.  Hotwire shall promptly notify Supplier of any cancellation.  In such event, Supplier may release the reservation for re-sale and shall refund to Hotwire all payments received from Hotwire related to the reservation.  Supplier shall not refund a Customer directly for amounts paid to Supplier by Hotwire for a reservation.  Notwithstanding the foregoing, Supplier may refund a Customer for amounts paid by Customer directly to Supplier, including but not limited to for additional products or services purchased.

1.7.7.2   No Show.  All Opaque Bookings shall be honored by Supplier for at least twenty-four (24) hours from the scheduled time of pick-up.  In the event that a Customer does not, after making an Opaque Booking, pick up the rental car (a “no-show”), the Supplier shall retain all amounts it received (or is entitled to receive) and Hotwire shall retain all amounts it received (or is entitled to receive) with respect to that Opaque Booking.

3.   Sections 2.1, 2.2 and 2.3 shall be amended and restated as follows:

2.1  [***]

2.2  [***]

2.3  [***]

4.   The following language shall be added as new Section 2.7:

2.7  [***]

5.   The following language shall be added as new definitions in Exhibit A Definitions of the Agreement:

“Available Car” means any Supplier vehicle made available from time to time to an entity for possible reservation by or through an entity to Customers.

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

“Customer” means any person, entity or organization, whether or not such person, entity or organization completes a rental car reservation, receiving (other than through General Advertising) any information from any entity relating to Car Rental Inventory through the Booking Channels.

“General Advertising” means general advertising to the public that does not disclose and does not allow a Customer to determine the Opaque Characteristics of any rental car reservation that is currently available.

“Hotwire Opaque Booking Channels” means any of the IATA numbers set forth on Exhibit L, as amended from time to time in Expedia’s reasonable discretion, upon not less than thirty (30) days prior written notice to Supplier.

“Opaque Booking” means any booking of a rental car reservation booked through the Opaque Business Model.

“Opaque Business Model” means making Car Rental Inventory (as defined herein) available, or providing information directly or indirectly (other than through general advertising) related to the availability of Car Rental Inventory in a manner that prevents, until after the Payment Time, a Customer from determining through information made available by such business one or more of the Opaque Characteristics of any specific Available Car or rental car reservation that is currently available.

“Opaque Car Rental Inventory” means any Car Rental Inventory made available through the Opaque Business Model where a fixed non-commissionable net rate (as set by Supplier) is paid to Supplier regardless of the actual booking price paid to Hotwire by a Customer.

“Opaque Characteristics” means, with respect to any rental car reservation, the identity, brand or flag affiliation of the Supplier Opaque Location that will provide such rental car reservation, provided that the Criteria (as defined in Section 1.7.2.1) shall not be considered Opaque Characteristics.

“Opaque Revenue” means all revenue received by Supplier in connection with Opaque Bookings made through the Hotwire Opaque Booking Channels, less:  (1) applicable Taxes and Fees, as defined in Exhibit B, and (2) the cost of optional insurance products, fuel charges, optional upgrades, infant seats, GPS rentals or other optional items or services which are sold or rented at the rental counter.

“Payment Time” means the time at which a Customer’s credit, charge or debit card has been charged for the price of a rental car reservation.

“Supplier Opaque Locations” means the Supplier Locations set forth on Exhibit K, as mutually amended from time to time in writing.

6.   The following definition in Exhibit A Definitions of the Agreement shall be amended and restated in its entirety as follows:

“Booking Channels” means all of the Expedia Booking Channels, the Canada Booking Channels, the Hotwire Booking Channels, the ECT Booking Channels, the Carrentals Booking Channels  and the Hotwire Opaque Booking Channels.

“Supplier Agency Revenue” means total time and mileage revenue arising out of all completed vehicle rentals arising from bookings made through the Booking Channels, less: (1) applicable Taxes and Fees, as defined in Exhibit B, (2) the cost of optional insurance products, fuel charges, optional upgrades, infant seats, GPS rentals or other optional items or services which are sold or rented at the rental counter; and (3) the total time and mileage revenue arising out of all completed vehicle rentals arising from bookings made through ECT Booking Channels pursuant to the negotiated programs listed on Exhibit G, attached hereto.  Merchant Booking Revenue and Opaque Revenue shall not be considered Supplier Agency Revenue.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

7.   Except as expressly amended by this Fourth Amendment, the Agreement shall remain in full force and effect.  Capitalized terms not defined in this Fourth Amendment are defined in the Agreement.  All signed copies of this Fourth Amendment shall be deemed originals. All terms and conditions set forth in the Agreement and not explicitly amended, modified, or deleted herein shall remain in full force and effect.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment effective as of the Fourth Amendment Effective Date set forth above.

Expedia, Inc., individually and on behalf of Travelscape, LLC (s) Glenn Wallace                       Name: Glenn Wallace Title: VP, Transport Strategy Date: 30, August 2011	Dollar Thrifty Automotive Group, Inc. (s) Charles A. Coniglio                     Name:  Charles A. Coniglio Title: Vice President Date: 8/30/2011
Carrentals LLC (s) Glenn Wallace                       Name: Glenn Wallace Title: VP, Transport Strategy Date: 30, August 2011
Hotwire, Inc. (s) Glenn Wallace                       Name: Glenn Wallace Title: VP, Transport Strategy Date: 30, August 2011

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

EXHIBIT J

REFUNDS UNDER SPECIAL CIRCUMSTANCES

Supplier will authorize refunds under certain special circumstances for Opaque Bookings.  If a refund is approved for one of the below reasons, Hotwire will refund the Customer affected by the circumstance, as well as any/all other Customers included in the reservation.

Reason	Considerations to Determine Legitimacy	Documents Required from Customer	Verification by CSR	Service Recovery (given legitimacy)
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]                                                   [***] [***] [***] [***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

[***]                 [***] [***] [***] [***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

EXHIBIT K

SUPPLIER OPAQUE LOCATIONS

[***]

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

EXHIBIT L

HOTWIRE OPAQUE BOOKING CHANNELS

·   For purposes of this Agreement, this Agreement includes car reservations booked under the following IATA numbers:

o   [***]

Any third party that facilitates the booking of car rentals through Expedia and those IATA numbers specified above.

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EX-10.248

Exhibit 10.248

CONFIDENTIAL TREATMENT REQUESTED BY

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

August 18, 2011

Mr. Jeffrey A. Cerefice

DTG Operations, Inc. (“DTG”)

5330 E. 31st Street

Tulsa, Ok 74135

Dear Mr. Cerefice:

This letter confirms the agreement (“Agreement”) between DTG Operations, Inc. (“DTG”) and General Motors, LLC (“GM”) regarding DTG’s purchase or lease of GM 2012 model year vehicles under i) the 2012 MY Daily Rental Purchase Program, ii) the 2012 MY National Fleet Purchase Program, and iii) other incentive programs available to DTG.

The terms and conditions of this Agreement are as follows:

2012 MY DAILY RENTAL PURCHASE PROGRAM (VN9)

1.   General Terms and Conditions:

a.   GM shall make available 2012 model GM vehicles under the terms and conditions of GM’s 2012 Model Year Daily Rental Purchase Program.  (Refer to Attachment 1.)

b.   DTG has agreed to purchase or lease these GM vehicles from GM dealers in a mix which includes mostly GM’s higher priced models.  (Refer to Attachment 3.)

c.   GM or its subsidiaries shall purchase tendered model year 2012 vehicles from DTG that qualify for purchase under the terms and conditions of GM’s 2012 Model Year Daily Rental Purchase Program. (Refer to Attachment 1 and 1C.)

2.   YT7 Flat Rate Program:

a.   GM shall make available the YT7 Flat Rate program for units noted in Attachment 3.

b.   All program parameters and rates for the YT7 Flat Rate program are detailed in Attachment 1E.

c.    YT7 units are not eligible for Matrix or Bonus Incentives.

d.     This program is subject to the terms and conditions in Paragraph 1.

3.   DTG will provide to GM, at the beginning of each month, a four month schedule of anticipated vehicle returns.  The schedule will breakout the vehicle returns by site for the current month, as well as the subsequent three months.  Receipt of the information described in this section is a condition to pay incentives discussed in this Agreement.

2012MY NATIONAL FLEET RISK PURCHASE PROGRAM (VX7)

4.   General Terms and Conditions:

a.   GM agrees to offer DTG the availability of 2012 model GM vehicles under the terms and conditions of GM’s 2012 Model Year National Fleet Risk Purchase Program.  (Refer to Attachment 2).

b.   DTG will purchase or lease from GM dealers a minimum quantity of 2012 model GM vehicles at the agreed mix of units.  (Refer to Attachment 3 and 2A.)

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5.   National Fleet Risk Purchase Program Matrix Incentives:

a.    As long as DTG is compliant with its obligations under this Agreement to purchase the number of units and in a mix described in Attachments 3 and 2A, GM will provide DTG with Risk incentives as detailed in Attachment 2A in addition to any incentives due under the terms and conditions of GM’s 2012 MY National Fleet Risk Purchase Program (Attachment 2).  These Risk incentives are in lieu of other retail and fleet incentives.

b.   Payment of these incentives will be made upon submission of such vehicles in accordance Attachment 4.

PROVISIONS APPLICABLE TO BOTH PROGRAMS

6.   2012 Model Year Bonus:

a.   GM shall offer DTG a 2012 Model Year volume bonus payment for all 2012 Model Year units acquired under GM’s 2012 Model Year Daily Rental Purchase Program (Attachment 1) and National Fleet Risk Program (Attachment 2).

b.   GM will pay DTG the 2012 Model Year bonus amount detailed in Attachment 3 and 2A.

c.   A minimum of “***” 2012 Model Year units must be entered into VOMS no later than “***”.

d.   This bonus is payable in “***” per the terms set forth in Attachment 4 excluding the electronic vin submission to RIMS.

e.   All vehicle minimum equipment requirements must be met on a monthly basis by carline per the terms of the Minimum Equipment Guidelines (Attachment 1A and 2A).  If minimum equipment requirements are not met for the carline, the entire model year bonus may be forfeited for all volume purchased for that carline under that program.  As an example, if minimum equipment requirements are not met for Impala then the bonus for all Impala models sold under the VX7 program will be forfeited, provided that GM can build the vehicles with the required minimum equipment. If there is a de minimus level of non-compliance by DTG, GM and DTG shall discuss the situation based on the exact circumstances that lead to the non-compliance and shall endeavor to resolve the matter.  Non-compliance issues found during the quarterly evaluations can be remedied at a later time during the Model Year by adjusting content on those brands not in compliance or adjusting content on other brands.

7.   If DTG chooses to cancel any order placed by DTG through GM dealers, at event code 3000, GM will assess a fee of  “***” per vehicle to be paid to GM upon demand. This fee will be waived if the current production week has been delayed more than three weeks from the original requested production week. This fee will not apply if DTG chooses to redirect the shipment of any vehicles in event code 3000.

8.   All volume and mix requirements are subject to reasonable minor adjustments based upon mutual agreement between the parties when the exact circumstances faced by both parties are known at the time of vehicle delivery.  These adjustments may require DTG to purchase a comparably priced mix of product.

a.   If either party cannot fulfill any terms of this Agreement due to events beyond its control, such as acts of God, labor disputes, and severe economic downturns, the party affected by the event shall promptly notify the other party and the parties will enter negotiations with the intent of minimizing the impact of the event on the business contemplated under this Agreement.

9.   “***”

10.   Selected General Motors vehicles are equipped with OnStar.  For details regarding notification of OnStar equipment and services, please refer to Attachment 6.

11.   This Agreement is confidential between the Parties (DTG and GM) and is intended for the sole use of DTG and GM.  This Agreement may not be disclosed to any person other than a party’s affiliates, their

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

respective outside counsel, accountants, auditors and interested financial institutions and the SEC, except as required by legal process without the consent of the other Party. In the event of legal process, the Party served shall notify the other Party or Parties to allow them sufficient time to interpose legal objections to disclosure.

12.   DTG shall retain any documents or records relevant to vehicles purchased under this Agreement or any GM program and/or claims submitted for payment under this Agreement or any other GM program for two years after the close of the program.  DTG shall permit any designated representative of GM to examine, audit, and take copies of any accounts and records DTG is to maintain under this Agreement.  DTG shall make such accounts and records readily available at its facilities during regular business hours upon reasonable advanced notice.  GM shall furnish DTG with a list of any reproduced records.  DTG shall include similar record retention requirements in the Participating DTG Licensee’s Agreement.

This letter represents the sole Agreement regarding the subjects herein between DTG and GM and can be modified only in a writing executed by an authorized representative of each of the Parties.

This agreement shall in all respects be interpreted, enforced and governed under the laws of the state of Michigan, without regard to the conflicts of law and principles thereof.

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

On behalf of General Motors, I would like to express my appreciation for your business and hope this Agreement will continue to strengthen our business relationship.

Please return a copy of this letter acknowledging your agreement to the above.

Very truly yours,

(s)                                                                                                                                                                8/19/11

______________________________                                                                Date:__________________________

Brian J. Small

General Motors

General Manager, Fleet and Commercial Operations/NAIPC

(s)                                                                                                                                                                8/29/11

______________________________                                                                Date:__________________________

Donald R. Johnson

General Motors

Vice President, U.S. Sales Operations

(s)                                                                                                                                                                8/22/11

______________________________                                                                Date:__________________________

Edward J. Toporzycki

General Motors

Executive Director, Finance, U.S. Sales Operations

(s)                                                                                                                                                              10/12/11

______________________________                                                                Date:__________________________

Jeffrey A. Cerefice

Vice President

DTG Operations, Inc. (“DTG”)

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Attachments Key

Attachment 1                                2012 MY Daily Rental Purchase Program Guidelines (VN9)

Attachment 1A                            2012 MY VN9 Minimum Equipment Guidelines

Attachment 1B                             2011 CY Turn-In Standards and Procedures

Attachment 1C                             2012 MY VN9 Tier Program – Guidelines, Rates and Parameters

Attachment 1E                             2012 MY YT7 Flat Rate Program – Guidelines, Rates and Parameters

Attachment 2                                2012 MY National Fleet Risk Purchase Program Guidelines (VX7)

Attachment 2A                             VX7 Minimum Equipment Requirements and Incentives

Attachment 3                                2012 MY VN9 and VX7 Volume and Incentives

Attachment 4                                Rental Incentives Payment Terms and Calendar

Attachment 5                                N/A

Attachment 6                                Onstar

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Attachment 1

GENERAL MOTORS

2012MY DAILY RENTAL PROGRAM GUIDELINES

 1.           PROGRAM NAME AND NUMBER:

2012 Model Year Daily Rental Program Guidelines for Daily Rental Customers (AP)

Program Code:  VN9

Program No. 01-12VN9AP0-1

2.           PROGRAM DESCRIPTION:

This program makes available to General Motors dealers and qualified daily rental customers purchase information on selected 2012 model year passenger cars and light duty trucks sold and delivered by GM dealers to qualified daily rental customers and eligible for purchase by General Motors in accordance with these guidelines.

The following are not eligible for this program:

- Preferred Equipment Group (P.E.G.)/Option package discounts

- Van Conversions (including Hi-Cube and Step-Van) & Full Size Cargo Vans

- Vehicles delivered from dealer inventory

A qualified daily rental fleet customer must have a General Motors Fleet Account Number (GM FAN) to be eligible for any GM fleet incentive.

3.           PROGRAM START DATE/PROGRAM END DATE/IN SERVICE PERIOD:

Program Start Date:                                           Opening of 2012 model year ordering system

Program End Date:                                           When Dealers are notified that 2012 model year fleet orders are nolonger being accepted by General Motors

In Service Period:

The In Service date is the Expiration in Transit date on the invoice plus five (5) days.  Refer to Tier Program Parameters (Attachment 1C) and Flat Rate Program Parameters (Attachment 1D) for minimum and maximum in-service periods applicable to individual programs.   All units to be purchased by General Motors under this program must be returned and accepted by July 31, 2014.  Non-returned vehicles must remain in service a minimum of six (6) months (180 days) from in-service date.  GM reserves the right to audit the daily rental customer to ensure compliance with the minimum six (6) month in-service requirement.  Frame, fire, stolen, embezzled and/or water damaged vehicles which are ineligible for repurchase have no minimum in-service period.  Documentation on these vehicles must be retained on file for audit purposes.

IMPORTANT - Acceptance of an order on any vehicle line does not constitute a commitment to build or to build within a specific time frame.

           All vehicles including non-returned vehicles supplied by GM under this agreement are subject to the export control laws and regulations of the United Sates (U.S.) and the daily rental customers and dealers shall comply with such laws and regulations.

4.           ELIGIBLE MODELS/REQUIRED OPTIONS FOR ORDER AND DELIVERY:

Eligible Models:

All new and unused 2012 GM models with the required minimum factory installed equipment levels specified in the Attachment 1A - Minimum Equipment Guidelines “MEG”, and processing options ordered for qualified daily rental customers for use as daily rental vehicles and delivered by GM dealers are eligible for this program.

Required Options for Order and Delivery:

All orders must contain the fleet processing option VN9 and the rental customer code to be enrolled in the Tier Program.  Flat Rate programs will require an additional processing option.  Refer to the Flat Rate Program Guidelines, Rates and Parameters (Attachment 1D) found in the rental customer’s contract for additional processing options.  Vehicles must be ordered with minimum option requirements specified in the Minimum Equipment Guidelines (Attachment 1A - “MEG”). Processing Option VN9 will provide a net invoice - less holdback.  Units ordered with option VN9 receive order date price protection (PRP).

Dealer must take full responsibility for including the proper processing option on all orders.  Should errors occur in the ordering of vehicles, resulting in diversions or reinvoicing, the dealer may be charged an administrative fee by GM.

All Orders must include the following:

a.   Valid GM FAN (Fleet Account Number)

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b.   Option Codes: VN9 and rental customer code

c.   Order Type:  FDR

d.   Delivery Type: 020 – Daily Rental

Dealer orders currently on hand or in the system that qualify for this program, and have the appropriate processing options, can be amended if they have not been released to production.   This is the ordering dealer's responsibility.

Units delivered to the rental customer’s drop ship sites must have the assigned rental customer code on the window label and delivery receipts must be checked to verify proper ownership of the vehicle.  GM Customer Support should be contacted immediately regarding units delivered to the wrong drop ship site to determine the appropriate course of action.  Units that were incorrectly delivered must not be placed into rental service.  GM reserves the right to deny incentives on units in rental service that have been incorrectly delivered and accepted, or titled.

5.           COMPATIBLE INCENTIVES AND ALLOWANCE PROGRAMS:

Vehicles enrolled in the 2012 Model Daily Rental Purchase Program are not eligible for any other fleet/retail program, including, but not limited to, the Dealer Fleet Ordering Assistance Program (VQ), and any General Motors Dealer Rent A Car program.

FLEET CUSTOMERS (GM FAN HOLDERS)	YES/NO
GENERAL
GM MOBILITY	(MOB/MOC/R8L)  N
SALESPERSON / SALES MGR. INCENTIVES	N
CASH DIRECT MAILS/PRIVATE OFFERS/GENERAL
COUPONS/CERTIFICATES/NON-CASH VENDOR PROGRAMS	N
GM BUSINESS CARD	(UDB)  N
CONSUMER CASH	N
DEALER CASH	N
BONUS CASH	N
OPTION PACKAGE DISCOUNTS	N
PRICING
PRICE PROTECTION/BONA FIDE SOLD ORDER	(PPT W/VX7)  N
PRICE PROTECTION/ORDER DATE	(PRP)  Y
ORDER/DELIVERY
FLEET ORDERING & ASSISTANCE	(VQ1/VQ2/VQ3)  N
INTRANSIT INTEREST CREDIT	(C4C)  Y
RENTAL
REPURCHASE	(VN9)  X
FLAT-RATE REPURCHASE	(YT1 THROUGH YT9)  Y
RISK	(VX7)  N
GM DEALER RENT-A-CAR	(FKR/FKL)  N
GOVERNMENT
PSA/PURA/BID ASSISTANCE/CE	(R6D/PBP/PBS)  N

FLEET/COMMERCIAL
NATIONAL FLEET PURCHASE PROGRAM	(FVX/FPP)  N
RETAIL ALTERNATIVE	(CNC/CNE/CSE/CSR/CWE)  N
SMALL FLEET APR ALTERNATIVE	(XMC)  N
GM'S BUSINESS CUSTOMERS CHOICE	N
TRUCK STOCKING	(TSI)  N
MOTOR HOME INCENTIVE	(R7Y)  N
SCHOOL BUS/SHUTTLE BUS/AMBULANCE INCENTIVE	(R6H)  N
RECREATIONAL VEHICLE INCENTIVE	(R6J)  N
DEMO - LIGHT DUTY DEALER	(DEM/DEE)  N
DEMO - LIGHT DUTY SVM	(DES)  N
SIERRA FLEET PEG	(R7F/FLS)  N
FLEET PREFERRED EQUIPMENT GROUPS	N
COMPETITIVE ASSISTANCE PROGRAMS	(CAP)  N

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6.           METHOD OF PAYMENT:

Repurchase payments will be issued within twenty-five (25) business days of General Motors acceptance as indicated on the General Motors Vehicle Condition Report and Acceptance Receipt Form AD006.  For payment purposes, Monday through Friday are considered business days except for GM recognized holidays and days GM is closed. General Motors does not staff or process payment during the Christmas holiday or any period of time General Motors is closed. Payment processing will not resume until General Motors officially returns to work.

Purchase payment is made in the form of a check to the title holder or financial institution upon receipt and clearance of proper paperwork at an approved GM turn-in site.  Purchase payment will be delivered via the address shown on the title, or address information received in the form of a RAVE record, unless prior arrangements are made.

The Payment Modification System (PMS) provides an effective method to redirect purchase checks to lending institutions as co-payee with the titled owner.

If a lender and a daily rental customer desire co-payee/redirection, please direct requests for additional information in writing to:

ACS Elizabeth Aiazzi

2900 S. Diablo Way Ph# 602-797-5120

Suite 161 Fax 602-797-6551

Tempe, Az  85282 gmincentives@acs-inc.com

7.           POLICY FOR CORRECTING VEHICLE PROGRAM STATUS:

Units can be moved from the tiered depreciation program to a flat rate depreciation program or vice versa if a request is submitted to GM Rental Sales before the unit is grounded in RIMS or before December 31, 2013, whichever comes first.  Units may be moved upon verification and approval by General Motors.  Vehicles will be invoice adjusted in BARS to reflect a change in program enrollment.  BARS will electronically transmit an updated Enrollment Record to RIMS within three (3) business days acknowledging the change thoughout all GM systems.  Some examples of acceptable situations are errors due to GM VOMS order editing tables and customer/dealer order entry (Note:  Examples listed are not intended to be an inclusive list of acceptable reasons for change.  Other reasons may also be valid).

General Motors will make every effort to accommodate requests to rectify errors in program status.  General Motors cannot correct program status errors outside of its control. It is the responsibility of the rental customer to identify such problems and make request on a VIN detail basis prior to entering a grounding record in RIMS.  Changes will not be considered after the vehicle has a valid grounding record.

Request for program change on 2012 model year vehicles must be made prior to December 31, 2013 and 15 business days prior to a valid grounding record in RIMS.  No change will be considered on in-service vehicles outside of this policy.

8.           GENERAL PROGRAM GUIDELINES:

A.   General Motors defines a rental vehicle as:

a.   "The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly, or monthly basis.  Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing, and not rental, and will make the vehicle ineligible for incentives."

b.   If a vehicle enrolled in the Daily Rental Purchase Program is found to be on-rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled vehicles for an aggregate term of four (4) or more months, all vehicles involved in such transactions will not be considered rental and will be ineligible for incentives.  General Motors may audit the rental customer to ensure compliance with this guideline.

B. All eligible units must be delivered to the rental customer through a General Motors dealership or a qualified drop-ship location.  Purchases or deliveries made through any other entity or individual are ineligible for payment.

C. General Motors reserves the right to audit dealer records and disqualify any sales allowance in the event such sales do not meet the program guidelines.  All moneys improperly paid will be charged back.  Failure to comply with these guidelines may result in the dealer being disqualified for future participation in fleet programs and terminations of dealer sales and service agreement(s).

D. Optional equipment and, in special circumstances, certain standard equipment can be added to and deleted from GM vehicles during the ordering and manufacturing process by retail, fleet and rental customers.  It is the rental customer’s responsibility to ensure that actual vehicle content is properly disclosed to a buyer or transferee when disposing of a vehicle.  Rental customers that use third party build specifications to promote the sale of their unit should be especially careful to ensure the accuracy of that data.

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E. General Motors reserves the right to cancel, amend, revise, or revoke any program at any time based on its sole business judgments.  Final decisions in all matters relative to the interpretation of any rule or phase of this activity rest solely with General Motors.

ANY QUESTIONS REGARDING THIS PROGRAM SHOULD BE DIRECTED TO THE CUSTOMER SUPPORT CENTER AT

1-800-FLEET OP.

Attachment 1A

GM VN9 Rental Program

2012MY Minimum Equipment Guidelines

(VN9 MEG)

3/21/2011

NOTE:  THIS IS ATTACHMENT 1A

  (Min. Equip. Guidelines Referenced in Both Programs)

Spec Writer - Customer Notes

"All 2011 models are available with VN9 EXCEPT - Cab Chassis and HHR Panel Van.  Models reflected in the VN9 file tabs have minimum equipment requirements that maybe upgraded, but not downgraded; all other models are without option restrictions."

"The packages, trim levels, and equipment specified in the VN9 Minimum Equipment Specifications are the minimum standards required for repurchase rental vehicles.  Rental customers have the opportunity to upgrade to higher levels of content, at their discretion:  e.g. 1SC to 1SD.  They may not downgrade; e.g. 1SC to 1SB.  Order management files should be set up to allow for possible upgrades."

I.      Color Availability - All Brands:

Color Availability is determined on a brand basis.  Please refer to the available colors listed on each Tab of the MEG

As colors "Build Out," please use all authorized remaining colors that are available.  Spread the penetration of the deleted color(s) evenly over all remaining colors.  Updates will not be made to the MEG during "Build Out" for color deletions.

New paint colors and extra cost colors have a limited availability at start of production.

II.      OnStar/XM Delete Availability - All Brands:

OnStar delete where available was being forced on by GM on some truck models in error.  I have corrected that issue.  OnStar will no longer be forced on by GM systems as of 8/23/2007.  This error may have also effected units that OnStar Delete was not specifically allowed in the MEG.  Effective immediately all units MUST follow min equipment guidelines.  All models with OnStar STD are ineligible for OnStar Delete UNLESS specifically stated in the MEG that OnStar Delete is authorized.

Please be advised .....should OnStar Delete be available in the GM Order Guide but not authorized in the MEG, Customers should NOT order the Delete Option.  Units not following the MEG are subject to penalty under program terms.  System acceptance of a delete option not expressly allowed in the MEG does not constitute approval to deviate from the MEG.

The use of XM Delete follows the same rules as On Star Delete listed above.

III.                 Package Discount Availability - All Brands:

"VN9 units are EXCLUDED from ANY and ALL package discounts."

IV.                 Safety Options - All Brands

Please be advised .....should any delete for safety related standard features be available in the GM Order Guide and  not authorized in the MEG, Customers should NOT order the Delete Option.  Units not following the MEG are subject to penalty under program terms.  System acceptance of a delete option not expressly allowed in the MEG does not constitute approval to deviate from the MEG.  (See OnStar Note Above For OnStar Delete) (This requirement is for ALL Repurchase & Risk Units)

V.      SEO Availability - All Brands:

"Special Equipment Options and Special Equipment Paint (SEO Equipment) are NOT available on VN9 Repurchase Vehicles."

2012 MY Repurchase Rental Minimum Equipment (VN9) Change Log

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System Load Date

Date	Brand	Veh/Tab	Model	Change Comments
3/8/2011	Chev	Impala	1FL	Reduced AN3 Bench Seat to 0%
3/11/2011	Buick	Enclave	1XL	Changed equipment group from 1XL to 1SL for 12MY
3/17/2011	Buick	Regal	CXL - RL4	Changed equipment group from CXL - RL4 to 1SN w/ sunroof as a required option for 12MY
4/4/2011	Chev	Camaro	1EF37 & 1EH37	Changed RPO code for spare tire and wheel from N65 to ZCZ
4/14/2011	Buick	Lacrosse	CXL and CXS	Changed equipment group from CXL & CXS to 1SR, 1SN, 1ST for 12MY
4/19/2011	Chev	Impala	1FL	1FL is not available for start of production.  2FL is increased to 60%.
4/19/2011	Buick	Lacrosse	All	12 MY Lacrosse has new packaging and PEG nomenclature
5/5/2011	Chev	Equinox		Removal of Q6D Wheel
5/5/2011	Cadillac	CTS	1SF Sedan	Removal of Q5W Wheel
5/10/2011	Cadillac	CTS	All	Open up color GLH - Thunder Gray Metallic and make GBA - Black Raven N/A
5/11/2011	Cadillac	CTS	All	Add PYZ Spare Tire as available
5/11/2011	GMC	Yukon/Yukon XL	All	Removed colors 80U  - Red Jewel Tintcoat and GGZ - Pure Silver Metallic Added 89U - Crystal Red Tintcoat and GAN - Quicksilver Metallic
5/12/2011	Cadillac	6DM69/6DG69 & 6DM35/6DG35	1SD	Change engine code from LF1 to LFW
5/12/2011	Cadillac	6DP47/6DH47 & 6DP69/6DH69	1SF	Change engine code from LLT to LFX
6/21/2011	Chevy	Sonic	1JW69	Increased percentage from 20% to 25%
6/21/2011	Chevy	Sonic	1Jv48	Decreased percentage from 25% to 20%
6/21/2011	Cadillac	Escalade	6C10706 1SB	Decreased trim 194 percentage from 60% to 0%
6/21/2011	Cadillac	Escalade	6C10706 1SB	Increased trim 394 percentage from 40% to 100%
7/5/2011	Chevy	Impala	All	Change percentage split from 20% 1FL, 40% 2FL, 40% LTZ to 20% 1FL, 60% 2FL, 20% LTZ for October orders
7/22/2011	Chevy	Captiva Sport	All	Remove XM Delete - U2J - 100% (Optional)

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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8/2/2011	Chevy	Sonic	All	Sunroof Constrained
8/17/2011	Buick	Enclave	All	80U Red Jewel changed to 89U Crystal Red

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Cadillac CTS

2012MY Repurchase Rental Minimum Equipment (VN9)

Model 2 Dr Coupe RWD/AWD 4 Dr Sedan RWD/AWD 4 Dr Sedan RWD/AWD 4 Dr WAGON RWD/AWD

Model Code	6DP47/6DH47	6DM69/6DG69	6DP69/6DH69	6DM35/6DG35
Equipment Group	1SF	1SD	1SF	1SD
Volume % of Total	“***”	“***”	“***”	“***”
Standard Equipment	PREFORMANCE	LUXURY	PREFORMANCE	LUXURY
Engine	Engine 3.6L V6 - LFX	Engine 3.0L V6 - LFW	Engine 3.6L V6 - LFX	Engine 3.0L V6 - LFW
Transmission	Transmission, MX0/MX7	Transmission, MX0/MX7	Transmission, MX0/MX7	Transmission, MX0/MX7
Air Conditioning	Air Cond. Auto Dual Zone	Air Cond. Auto Dual Zone	Air Cond. Auto Dual Zone	Air Cond. Auto Dual Zone
Air Conditioning, Rear	-------------------------------	-------------------------------	-------------------------------	-------------------------------
Steering	Power Steering	Power Steering	Power Steering	Power Steering
Brakes	Pwr Brakes w/ 4Whl Disc & ABS	Pwr Brakes w/ 4Whl Disc & ABS	Pwr Brakes w/ 4Whl Disc & ABS	Pwr Brakes w/ 4Whl Disc & ABS
Windows	Power Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Seat, 10-Way Power Driver	Seat, 10-Way Power Driver	Seat, 10-Way Power Driver	Seat, 10-Way Power Driver
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/CD/DVD - U2S	Radio AM/FM/CD - U2R	Radio AM/FM/CD/DVD - U2S	Radio AM/FM/CD - U2R
Wheels	Wheels, 17" aluminum - RUK	Wheels, 17" aluminum - Q5W		Wheels, 17" aluminum - Q5W
Floor Mats	Floor Mats	Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Leather Bucket - AQ9	Seat, Leather Bucket - AQ9	Seat, Leather Bucket - AQ9	Seat, Leather Bucket - AQ9
Air Bags	Dual Front & Side - AY0	Dual Front & Side - AY0	Dual Front & Side - AY0	Dual Front & Side - AY0
Other	See PDW	Luxury Level One Pkg - Y40	See PDW	Luxury Level One Pkg - Y40
	-------------------------------	-------------------------------	NAV/AM/FM/RDS/MP3/CD/DVD - 10 Speaker (UAV)	-------------------------------
	Seating Package - Y44	Seating Package - Y44	Seating Package - Y44	Seating Package - Y44
	-------------------------------	-------------------------------	Performance Pkg - Y42	-------------------------------
Other	XM	XM	XM	XM
Other	OnStar	OnStar	OnStar	OnStar
Other	Tire Inflation Kit Only - No Spare Available/PYZ Spare Tire	Tire Inflation Kit - No Spare - SGC/PYZ Spare Tire	Tire Inflation Kit - No Spare - SGC/PYZ Spare Tire	Tire Inflation Kit - No Spare - SGC/PYZ Spare Tire
Required Options - 100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model 2 Dr Coupe RWD/AWD 4 Dr Sedan RWD/AWD 4 Dr Sedan RWD/AWD 4 Dr WAGON RWD/AWD

		Performance Package, 18" (45.7 cm) All-Season Tire, includes (T4F) HID headlamps, (T3U) fog lamps, (RT5) 18" x 8.5" (45.7 cm x 21.6 cm) aluminum wheels with premium multi-coat painted finish, (QKE) P235/50R18 V-rated all-season blackwall tires, and (FE2) sport suspension.	-------------------------------	Performance Package, 18" (45.7 cm) All-Season Tire, includes (T4F) HID headlamps, (T3U) fog lamps, (RT5) 18" x 8.5" (45.7 cm x 21.6 cm) aluminum wheels with premium multi-coat painted finish, (QKE) P235/50R18 V-rated all-season blackwall tires, and (FE2) sport suspension.	-------------------------------
		-------------------------------
		-------------------------------	-------------------------------	-------------------------------	Sunroof - C3U
Required Options 0% - 100%
		Sunroof - CBF - 60%	Sunroof - C3U - 60%	Sunroof - C3U - 60%	-------------------------------
		-------------------------------	-------------------------------	Nav - UAV  10%	Nav - UAV - 10%
Excluded Options - 0%
		Color GBA	Color GBA	Color GBA	Color GBA
		Manual Transmission - MN6	Manual Transmission - MN6	Manual Transmission - MN6	Manual Transmission - MN6
		-------------------------------	-------------------------------	Trim Colors AFM, AFN	-------------------------------
Exterior Colors
GBA - Black Raven		NA	NA	NA	NA
GBE - Crystal Red Tintcoat	*	30%	20%	20%	20%
GBN - White Diamond Tricoat	*	30%	25%	25%	25%
GLH - Thunder Gray ChromaFlair	*	20%	20%	20%	20%
GIM - Vanilla Latte		NA	20%	20%	20%
GLK - Black Diamond - NEW		20%	15%	15%	15%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model 2 Dr Coupe RWD/AWD 4 Dr Sedan RWD/AWD 4 Dr Sedan RWD/AWD 4 Dr WAGON RWD/AWD

TOTAL	100%	100%	100%	100%
Interior Colors
AFC - Ebony/Ebony	40%	20%	20%	20%
AFD - Light Titanium/Ebony	20%	40%	40%	40%
AFE - Cocoa/Cashmere	40%	40%	40%	40%
TOTAL	100%	100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Cadillac Escalade

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility 2WD
Model Code	6C10706
Equipment Group	1SB
Volume % of Total	“***”

Standard Equipment	LUXURY
Engine	Engine Vortec 6200 V8 - L92
Transmission	Transmission, Automatic
Air Conditioning	Air Conditioning, Auto Tri-Zone
Air Conditioning, Rear	Air Conditioning, Rear Aux.
Steering	Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS
Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel
Seats	Seat, 14 Way Power Driver/Pass
Rear Defogger	Rear Defogger
Radio	Navigation - U3R
Wheels	Wheels, 22" aluminum - P56
Floor Mats	Floor mats
Seat Trim/Style	Seat, Leather Bucket - AN3
Air Bags	Dual Front & Side
Other	StabiliTrak
Other	Mirrors, Pwr OSRV
Other	Rear Park Assist
Other	Power Adj Pedals
Other	Assist Steps - BVU
Other	Remote Vehicle Starter
Other	Bluetooth Interface - UPF
	3 Pass 3rd Row Seat - AS3
	Sunroof - CF5
Other	XM
Other	OnStar
Required Options - 100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility 2WD
Model Code	6C10706
Equipment Group	1SB
Volume % of Total	“***”

		Rear Entertain. System - U42
Required Options 0% - 100%
Excluded Options - 0%
		Color 51U
		Color GGW
Exterior Colors
41U - Black Raven		30%
51U - Gold Mist		NA
98U - White Diamond Tricoat	*	30%
GGW - Galaxy Gray		N/A
GHA - Mocha Steel Metallic		10%
GAN - Radiant Silver Metallic - NEW	*	20%
Crystal Red Tint Coat - NEW		10%
TOTAL		100%
Interior Colors
194 - Ebony w/ Ebony Accents		N/A%
394 - Cashmere w/ Cocoa Accents		100%
415 - Cocoa / Light Linen		NA
TOTAL		100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Cadillac SRX

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	FWD	AWD
Model Code	6NG26	6NL26
Equipment Group	1SB	1SB
Volume % of Total	“***”	“***”

Standard Equipment	LUXURY	LUXURY
Engine	Engine 3.6L V6 - LFX	Engine 3.6L V6 - LFX
Transmission	6-Speed Transmission, MH2	6-Speed Transmission, MH4
Air Conditioning	Air Cond. Auto Dual Zone	Air Cond. Auto Dual Zone
Air Conditioning, Rear	-------------------------------	-------------------------------
Airbags	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0
Steering	Power Steering	Power Steering
Brakes	Pwr Brakes w/ 4Whl Disc & ABS	Pwr Brakes w/ 4Whl Disc & ABS
Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Seat, 8-Way Power Driver	Seat, 8-Way Power Driver
Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/CD/XM/MP3 - UYE	Radio AM/FM/CD/XM/MP3 - UYE
Wheels	Wheels, 18" aluminum - QF8	Wheels, 18" aluminum - QF8
Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Leather Bucket - AQ9	Seat, Leather Bucket - AQ9
Other	StabiliTrak	StabiliTrak
Other	Adaptive Remote Start - BTV	Adaptive Remote Start - BTV
Other	Lift Gate - Rear Power	Lift Gate - Rear Power
Other	Sunroof - C3U	Sunroof - C3U
Other	Heated Seats - KA1	Heated Seats - KA1
Other	XM Radio	XM Radio
Other	Bluetooth	Bluetooth
Other	OnStar	OnStar
Required Options - 100%
Required Options 0% - 100%
	Audio Sys w/ Navigation - Incl Rear Camera (UVC) and Bose 5.1 Surround Sound (UQS) - UYS - 10%	Audio Sys w/ Navigation - Incl Rear Camera (UVC) and Bose 5.1 Surround Sound (UQS) - UYS - 10%
Excluded Options - 0%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	FWD	AWD
Model Code	6NG26	6NL26
Equipment Group	1SB	1SB
Volume % of Total	“***”	“***”

		Color GBV	Color GBV
		Color GBA	Color GBA
Exterior Colors
GAN - Radiant Silver		20%	20%
GAO - Gold Mist		NA	NA
GTS - Xenon Blue		NA	NA
GAR - Black Ice - NEW	*	20%	20%
GBA - Black Raven		NA	NA
GBE - Crystal Red Tintcoat	*	20%	20%
GBR - Platinum Ice Tricoat	*	25%	25%
GBV - Gray Flannel		NA	NA
GHA - Magna Steel - NEW		15%	15%
TOTAL		100%	100%
Interior Colors
AFA/AFC - Ebony/Titanium		25%	25%
AFB/AFD - Titanium/Ebony		25%	25%
AFE - Shale/Ebony		25%	25%
AFF - Shale/Brownstone		25%	25%
TOTAL		100%	100%

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Chevrolet Sonic

2012 MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan LT	4 Dr Sedan LTZ	5 Dr Sedan LT	5 Dr Sedan LTZ
Model Code	1JV69	1JW69	1JV48	1JW48
Equipment Group	2LT	2LZ	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

Standard Equipment
Engine	Engine 1.8L L4 - LUW	Engine 1.8L L4 - LUW	Engine 1.8L L4 - LUW	Engine 1.8L L4 - LUW
Transmission	Transmission, Automatic - MH9	Transmission, Automatic - MH9	Transmission, Automatic - MH9	Transmission, Automatic - MH9
Air Conditioning	Air Conditioning	Air Conditioning	Air Conditioning	Air Conditioning
Steering	Power Steering	Power Steering	Power Steering	Power Steering
Brakes	Power ABS Brakes	Power ABS Brakes	Power ABS Brakes	Power ABS Brakes
Windows	Power Windows - AXG	Power Windows - AXG	Power Windows - AXG	Power Windows - AXG
Door Locks	Power Locks - AU3	Power Locks - AU3	Power Locks - AU3	Power Locks - AU3
Cruise Control	-------------------------------	Cruise Control - K34	-------------------------------	Cruise Control - K34
Tilt Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel
Seats	Manual	Manual	Manual	Manual
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/XM/CD - US8	Radio AM/FM/CD/XM/USB - UH7	Radio AM/FM/XM/CD - US8	Radio AM/FM/CD/XM/USB - UH7
Other	Wheels, 15" painted alloy	Wheels, 17" painted alloy	Wheels, 15" painted alloy	Wheels, 17" painted alloy
Other	Seat, Cloth Bucket	Seat, Heated Leatherette Bucket	Seat, Cloth Bucket	Seat, Heated Leatherette Bucket
Other	OnStar - UE1	OnStar - UE1	OnStar - UE1	OnStar - UE1
Other	Remote Keyless Entry	Remote Keyless Entry	Remote Keyless Entry	Remote Keyless Entry
Other	XM U2K	XM U2K	XM U2K	XM U2K
Other	Floor Mats - B37	Floor Mats - B37	Floor Mats - B37	Floor Mats - B37
Other		Bluetooth for Phone		Bluetooth for Phone
Other		Steering Wheel Controls		Steering Wheel Controls
Other		Remote Start - BTV	Rear Spoiler	Rear Spoiler
Other		Leather Steering Wheel		Leather Steering Wheel
Other				Remote Start - BTV
Required Options - 100%	Front License Plate bracket - VKD	Front License Plate bracket - VKD	Front License Plate bracket - VKD	Front License Plate bracket - VKD

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Model	4 Dr Sedan LT	4 Dr Sedan LTZ	5 Dr Sedan LT	5 Dr Sedan LTZ
Model Code	1JV69	1JW69	1JV48	1JW48
Equipment Group	2LT	2LZ	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

Required Options 0% - 100%
		16" alloy wheels and foglamps - PDV - 50%		16" alloy wheels and foglamps - PDV - 50%
		OnStar Delete - UE0 - 20%		OnStar Delete - UE0 - 20%
		Connectivity and Cruise Package:  Cruise Ctl (K34), remote start ,USB, BT - UH7 radio - 80%*		Connectivity and Cruise Package:  Cruise Ctl (K34), remote start ,USB, BT - UH7 radio - 80%*
		* not available with UE0 OnStar Delete	Sunroof -- CF5 -- 50%	* not available with UE0 OnStar Delete	Sunroof -- CF5 -- 50%
Excluded Options - 0%
Exterior Colors
Silver Ice Metallic	GAN	25%	25%	25%	25%
Summit White	GAZ	25%	25%	25%	25%
Black	GBA	25%	25%	20%	20%
Crystal Red Metallic Tintcoat2 (Extra Cost)	GBE	15%	15%	10%	10%
Victory Red	GCN	5%	5%	10%	10%
Inferno Orange Metallic (Extra Cost)	GCR	5%	5%	10%	10%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan LT	4 Dr Sedan LTZ	5 Dr Sedan LT	5 Dr Sedan LTZ
Model Code	1JV69	1JW69	1JV48	1JW48
Equipment Group	2LT	2LZ	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

TOTAL	100%	100%	100%	100%
Interior Colors
ABY Jet Black w/ DarK TITANIUM Cloth	50%	NA	50%	NA
ACB - BRICK Cloth	NA	NA	NA	NA
ACC DarK TITANIUM with Very Dark Pewter Cloth	50%	NA	50%	NA
ACI Jet Black w/ DarK TITANIUM Heated Leatherette	NA	45%	NA	45%
ADN - Brick Heated Leatherette	NA	10%	NA	10%
ADP Dark TITANIUM with Very Dark Pewter Heated Leatherette	NA	45%	NA	45%
TOTAL	100%	100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Chevrolet Sonic

2012 MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan LT	4 Dr Sedan LTZ	5 Dr Sedan LT	5 Dr Sedan LTZ
Model Code	1JV69	1JW69	1JV48	1JW48
Equipment Group	2LT	2LZ	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

Standard Equipment
Engine	Engine 1.8L L4 - LUW	Engine 1.8L L4 - LUW	Engine 1.8L L4 - LUW	Engine 1.8L L4 - LUW
Transmission	Transmission, Automatic - MH9	Transmission, Automatic - MH9	Transmission, Automatic - MH9	Transmission, Automatic - MH9
Air Conditioning	Air Conditioning	Air Conditioning	Air Conditioning	Air Conditioning
Steering	Power Steering	Power Steering	Power Steering	Power Steering
Brakes	Power ABS Brakes	Power ABS Brakes	Power ABS Brakes	Power ABS Brakes
Windows	Power Windows - AXG	Power Windows - AXG	Power Windows - AXG	Power Windows - AXG
Door Locks	Power Locks - AU3	Power Locks - AU3	Power Locks - AU3	Power Locks - AU3
Cruise Control	-------------------------------	Cruise Control - K34	-------------------------------	Cruise Control - K34
Tilt Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel
Seats	Manual	Manual	Manual	Manual
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/XM/CD - US8	Radio AM/FM/CD/XM/USB - UH7	Radio AM/FM/XM/CD - US8	Radio AM/FM/CD/XM/USB - UH7
Other	Wheels, 15" painted alloy	Wheels, 17" painted alloy	Wheels, 15" painted alloy	Wheels, 17" painted alloy
Other	Seat, Cloth Bucket	Seat, Heated Leatherette Bucket	Seat, Cloth Bucket	Seat, Heated Leatherette Bucket
Other	OnStar - UE1	OnStar - UE1	OnStar - UE1	OnStar - UE1
Other	Remote Keyless Entry	Remote Keyless Entry	Remote Keyless Entry	Remote Keyless Entry
Other	XM U2K	XM U2K	XM U2K	XM U2K
Other	Floor Mats - B37	Floor Mats - B37	Floor Mats - B37	Floor Mats - B37
Other		Bluetooth for Phone		Bluetooth for Phone
Other		Steering Wheel Controls		Steering Wheel Controls
Other		Remote Start - BTV	Rear Spoiler	Rear Spoiler
Other		Leather Steering Wheel		Leather Steering Wheel
Other				Remote Start - BTV
	Front License Plate bracket - VKD	Front License Plate bracket - VKD	Front License Plate bracket - VKD	Front License Plate bracket - VKD
Required Options - 100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan LT	4 Dr Sedan LTZ	5 Dr Sedan LT	5 Dr Sedan LTZ
Model Code	1JV69	1JW69	1JV48	1JW48
Equipment Group	2LT	2LZ	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

Required Options 0% - 100%
		16" alloy wheels and foglamps - PDV - 50%		16" alloy wheels and foglamps - PDV - 50%
		OnStar Delete - UE0 - 20%		OnStar Delete - UE0 - 20%
		Connectivity and Cruise Package:  Cruise Ctl (K34), remote start ,USB, BT - UH7 radio - 80%*		Connectivity and Cruise Package:  Cruise Ctl (K34), remote start ,USB, BT - UH7 radio - 80%*
		* not available with UE0 OnStar Delete		* not available with UE0 OnStar Delete
Excluded Options - 0%			Sunroof -- CF5 -- 0%		Sunroof -- CF5 -- 0%
Exterior Colors
Silver Ice Metallic	GAN	25%	25%	25%	25%
Summit White	GAZ	25%	25%	25%	25%
Black	GBA	25%	25%	20%	20%
Crystal Red Metallic Tintcoat2 (Extra Cost)	GBE	15%	15%	10%	10%
Victory Red	GCN	5%	5%	10%	10%
Inferno Orange Metallic (Extra Cost)	GCR	5%	5%	10%	10%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan LT	4 Dr Sedan LTZ	5 Dr Sedan LT	5 Dr Sedan LTZ
Model Code	1JV69	1JW69	1JV48	1JW48
Equipment Group	2LT	2LZ	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

TOTAL	100%	100%	100%	100%
Interior Colors
ABY Jet Black w/ DarK TITANIUM Cloth	50%	NA	50%	NA
ACB - BRICK Cloth	NA	NA	NA	NA
ACC DarK TITANIUM with Very Dark Pewter Cloth	50%	NA	50%	NA
ACI Jet Black w/ DarK TITANIUM Heated Leatherette	NA	45%	NA	45%
ADN - Brick Heated Leatherette	NA	10%	NA	10%
ADP Dark TITANIUM with Very Dark Pewter Heated Leatherette	NA	45%	NA	45%
TOTAL	100%	100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Chevrolet Camaro

2012MY Repurchase Rental Minimum Equipment (VN9)

Model
Model Code	1EF37	1EH37	1ET37
Equipment Group	1LT	2LT	2SS
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	Engine 3.6L (V6) - LLT	Engine 3.6L (V6) - LLT	Engine 6.2L (V8) - LS3
Transmission	6 Spd Manual - MN6	6 Spd Manual - MN6	6 Spd Manual - MN6
Brakes	4 - Wheel Disc Antilock	4 - Wheel Disc Antilock	4 - Wheel Disc Antilock
Steering	Power Steering	Power Steering	Power Steering
Airbags	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0
Air Conditioning	Single-zone Manual - C67	Single-zone Manual - C67	Single-zone Manual - C67
Radio	Radio AM/FM/CD/MP3 - UYE	Radio AM/FM/CD/MP3 - UYE	Radio AM/FM/CD/MP3 - UYE
XM Radio	XM - U2K	XM - U2K	XM - U2K
Bluetooth for phone	Available Only w/SRJ	Bluetooth - UPF	Bluetooth - UPF
Cruise Control	STD	STD	STD
Door Locks	Power Programmable	Power Programmable	Power Programmable
Rear Defogger	STD	STD	STD
Floor Mats	STD - front	STD - front	STD - front
OnStar	OnStar - UE1	OnStar - UE1	OnStar - UE1
Seats Adjuster	Driver 6 Way Power - AAM	Driver 6 Way Power - AAM	Driver 6 Way Power - AAM
Seats Trim/Style	Seat, Sport Bucket (Cloth) - AE4	Seat, Sport Bucket (Leather) - AE4	Seat, Sport Bucket (Leather) - AE4
Seats Heated	NA	Included - KA1	Included - KA1
Steering Column	Manual rake and telescopic	Manual rake and telescopic	Manual rake and telescopic
Windows	Power	Power	Power
Spoiler, rear	Available Only w/WRS	Available Only w/WRS	STD
Wheels	Wheels, 18" Painted Aluminum - PZ3	Wheels, 19" Painted Aluminum - PZ5	Wheels, 20" Painted Aluminum - Q9K
Stabilitrak	STD	STD	STD
Open	-------------------------------	Heads Up Display - UVC	Heads Up Display - UVC
***See Order Guide For Complete Detail***
Required Options - 100%
	Transmission, Automatic - MX0	Transmission, Automatic - MX0	Transmission, Automatic - MX0
	ZCZ - Spare Tire and Wheel	ZCZ - Spare Tire and Wheel	SGC - Spare Tire and Wheel Not Desired
	-------------------------------	-------------------------------	Engine 6.2L (V8) - L99
Required Options 0% - 100%

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Model
Model Code	1EF37	1EH37	1ET37
Equipment Group	1LT	2LT	2SS
Volume % of Total	“***”	“***”	“***”

		Wheels, 19" Bright Aluminum - Q9B - 50%	Wheels, 19" Bright Aluminum - Q9B - 50%	Wheels, 20" Polished Aluminum - Q9J - 50%
		Sunroof - CF5 - 50%	Sunroof - CF5 - 50%	Sunroof - CF5 - 50%
		RS Exterior Pkg (WRS) - 33%	RS Exterior Pkg (WRS) - 40%	RS Exterior Pkg (WRS) - 100%
Excluded Options - 0%
		Color GAQ	Color GAQ	Color GAQ
		Color GAZ	Color GAZ	Color GAZ
		Color GBV	Color GBV	Color GBV
Exterior Colors
GAN - Silver Ice Metallic		15%	20%	15%
GAP - Imperial Blue Metallic		10%	10%	10%
GAQ - Red Jewel Tintcoat	*	NA	NA	NA
GAZ - Summit White		NA	NA	NA
GBA - Black		15%	15%	15%
GBV - Cyber Gray Metallic		NA	NA	NA
GCN - Victory Red		20%	20%	20%
GCO - Rally Yellow		25%	25%	25%
GCR - Inferno Orange Metallic	*	15%	15%	15%
TOTAL		100%	105%	100%
Interior Colors
AFC/AFF/AFM - Back		50%	50%	50%
AFE/AFH/AFO - Beige		0%	0%	0%
AFD/AFG/AFN - Gray		50%	50%	50%
AFI/AAY - Inferno Orange		NA	0%	0%
TOTAL		100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Chevrolet Camaro Convertible (Restricted Product) - RESTRICTED

2011 MY Repurchase Rental Minimum Equipment (VN9)

Model
Model Code	1EF67	1EH67	1ET67
Equipment Group	1LT	2LT	2SS
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	Engine 3.6L (V6) - LLT	Engine 3.6L (V6) - LLT	Engine 6.2L (V8) - LS3
Transmission	6 Spd Manual - MN6	6 Spd Manual - MN6	6 Spd Manual - MN6
Brakes	4 - Wheel Disc Antilock	4 - Wheel Disc Antilock	4 - Wheel Disc Antilock
Steering	Power Steering	Power Steering	Power Steering
Airbags	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0
Air Conditioning	Single-zone Manual - C67	Single-zone Manual - C67	Single-zone Manual - C67
Radio	Radio AM/FM/CD/MP3 - UYE	Radio AM/FM/CD/MP3 - UYE	Radio AM/FM/CD/MP3 - UYE
XM Radio	XM - U2K	XM - U2K	XM - U2K
Bluetooth for phone	Available Only w/SRJ	Bluetooth - UPF	Bluetooth - UPF
Cruise Control	STD	STD	STD
Door Locks	Power Programmable	Power Programmable	Power Programmable
Rear Defogger	STD	STD	STD
Floor Mats	STD - front	STD - front	STD - front
OnStar	OnStar - UE1	OnStar - UE1	OnStar - UE1
Seats Adjuster	Driver 6 Way Power - AAM	Driver 6 Way Power - AAM	Driver 6 Way Power - AAM
Seats Trim/Style	Seat, Sport Bucket (Cloth) - AE4	Seat, Sport Bucket (Leather) - AE4	Seat, Sport Bucket (Leather) - AE4
Seats Heated	NA	Included - KA1	Included - KA1
Steering Column	Manual rake and telescopic	Manual rake and telescopic	Manual rake and telescopic
Windows	Power	Power	Power
Spoiler, rear	Available Only w/WRS	Available Only w/WRS	STD
Wheels	Wheels, 18" Painted Aluminum - RQH	Wheels, 19" Painted Aluminum - RVB	Wheels, 20" Painted Aluminum - R3Z
Stabilitrak	STD	STD	STD
Open	-------------------------------	Heads Up Display - UVC	Heads Up Display - UVC
***See Order Guide For Complete Detail***
Required Options - 100%
	Transmission, Automatic - MX0	Transmission, Automatic - MX0	Transmission, Automatic - MX0
			SGC - Spare Tire and Wheel Not Desired
	-------------------------------	-------------------------------	Engine 6.2L (V8) - L99
Required Options 0% - 100%		N65 - Spare Tire and Wheel - 50%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model
Model Code	1EF67	1EH67	1ET67
Equipment Group	1LT	2LT	2SS
Volume % of Total	“***”	“***”	“***”

		Wheels, 19" Bright Aluminum - RVD - 50%	Wheels, 19" Bright Aluminum - RVD - 30%	Wheels, 20" Polished Aluminum -R40 - 50%
		-------------------------------	RS Package - 70%
		N65 - Spare Tire and Wheel - 50%
Excluded Options - 0%
		Color GAQ	Color GAQ	Color GAQ
		Color GAZ	Color GAZ	Color GAZ
		Color GBV	Color GBV	Color GBV
Exterior Colors
GAN - Silver Ice Metallic		15%	15%	15%
GAP - Imperial Blue Metallic		10%	10%	10%
GAQ - Red Jewel Tintcoat	*	NA	NA	NA
GAZ - Summit White		NA	NA	NA
GBA - Black		10%	10%	10%
GBV - Cyber Gray Metallic		NA	NA	NA
GCN - Victory Red		20%	20%	20%
GCO - Rally Yellow		25%	25%	25%
GCR - Inferno Orange Metallic	*	20%	20%	20%
TOTAL		100%	100%	100%
Interior Colors
AFC/AFF/AFM - Back		50%	50%	50%
AFE/AFH/AFO - Beige		0%	0%	0%
AFD/AFG/AFN - Gray		50%	50%	50%
AFI/AAY - Inferno Orange		NA	0%	0%
TOTAL		100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Chevrolet Corvette

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	Coupe	Convertible
Model Code	1YY07	1YY67
Equipment Group	3LT	3LT
Volume % of Total	“***”	“***”

Standard Equipment
Engine	Engine, V8 SFI - LS3	Engine, V8 SFI - LS3
Transmission	Transmission, 6-spd manual - MN6	Transmission, 6-spd manual - MN6
Air Conditioning	Air Conditioning, dual zone	Air Conditioning, dual zone
Steering	Power Steering	Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS
Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Power Telescopic Tilt Steering Wheel	Power Telescopic Tilt Steering Wheel
Seats	Seat, 6 Way Power Driver/Pass	Seat, 6 Way Power Driver/Pass
Rear Defogger	Rear Defogger	Rear Defogger
Roof	Roof Panel - CF7	Convertible Top - CM7
Radio	AM/FM/6CD-US9	AM/FM/6CD-US9
Wheels	18" Wheels, 5-spoke, painted alum-QG6	18" Wheels, 5-spoke, painted alum-QG6
Floor Mats	Floor mats - B34	Floor mats - B34
Seat Trim/Style	Sport Bucket, Leather - AQ9	Sport Bucket, Leather - AQ9
Other	Head-Up Display-UV6	Head-Up Display-UV6
Other	Heated Seats-KA1	Heated Seats-KA1
Other	Steering Wheel Controls-UK3	Steering Wheel Controls-UK3
Other	XM	XM
Other	OnStar	OnStar
Required Options - 100%
UE0/U2J - Not Available
	Transmission, 6-spd paddle shift w/automatic modes - MYC	Transmission, 6-spd paddle shift w/automatic modes - MYC
	18" Wheels, 5-spoke, Chrome Alum - QX3	18" Wheels, 5-spoke, Chrome Alum - QX3
Required Options 0% - 100%
	Dual Mode Performance Exhaust - NPP - 60%	Dual Mode Performance Exhaust - NPP - 60%

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Model	Coupe	Convertible
Model Code	1YY07	1YY67
Equipment Group	3LT	3LT
Volume % of Total	“***”	“***”

Excluded Options - 0%
		Color 57U	Color 57U
		Color 85U	Color 85U
		Color 89U	Color 89U
Exterior Colors
10U - Arctic White		10%	10%
17U - Blade Silver Metallic		20%	20%
41U - Black		15%	15%
45U - Velocity Yellow		20%	20%
57U - Cyber Gray Metallic		NA	NA
70U -  Red		35%	35%
85U - Jetstream Blue Metallic		NA	NA
89U - Crystal Red Metallic	*	NA	NA
		100%	100%
Interior Colors
023/026 - Red		NA	NA
193 - Ebony		35%	35%
313/316 - Cashmere		30%	30%
843/846 - Titanium Gray		35%	35%
TOTAL		100%	100%

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Chevrolet Cruze

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan 1FL	4 Dr Sedan 2LT	4 Dr Sedan 1LZ
Model Code	1PX69	1PX69	1PW69
Equipment Group	1FL	2LT	LTZ
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	ECOTEC Turbo 1.4L - LUJ	ECOTEC Turbo 1.4L - LUJ	ECOTEC Turbo 1.4L - LUJ
Transmission	6-Spd Automatic - MH8	Transmission,  6-Spd. Auto - MH8	Transmission,  6-Spd. Auto - MH8
Air Conditioning	Air Conditioning	Air Conditioning	Air Conditioning
Air Conditioning, Rear	-------------------------------	-------------------------------	-------------------------------
Airbags	Front, Front and Rear Side Impact and Roof Rail - AYF	Front, Front and Rear Side Impact and Roof Rail - AYF	Front, Front and Rear Side Impact and Roof Rail - AYF
Airbags	Front Knee	Front Knee	Front Knee
Steering	Power Steering	Power Steering	Power Steering
Brakes	Power Brakes	Power Brakes w/ ABS	Power Brakes
Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	-------------------------------	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Manual	Power	Power
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/CD/MP3 - UYE	Radio AM/FM/CD/MP3 - UYE	Radio AM/FM/CD/MP3 - UYE
Wheels	Wheels, 16" Alloy - WR6	Wheels, 17" 5 Spoke Alloy - RBU	Wheels, 18" Alloy - PZV
Floor Mats	-------------------------------	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Cloth Bucket	Seat, Heated Leather Bucket - KA1	Seat, Heated Leather Bucket - KA1
Other	Tire Inflation Kit - No Spare	Compact Spare - RU5	Compact Spare - RU5
Other	-------------------------------	XM	XM
Other	-------------------------------	OnStar	OnStar
Required Options - 100%
	Compact Spare - RU5	STD	STD
	Cruise Control - K34	STD	STD
	Floor Mats -B34	STD	STD
		XM Delete - U2J	-------------------------------
Required Options 0% - 100%
	-------------------------------	CF5 Sunroof - 35%	CF5 Sunroof - 50%
	-------------------------------	PDZ Appearance Pkg. - 35%	PDZ Appearance Pkg. - 50%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan 1FL	4 Dr Sedan 2LT	4 Dr Sedan 1LZ
Model Code	1PX69	1PX69	1PW69
Equipment Group	1FL	2LT	LTZ
Volume % of Total	“***”	“***”	“***”

Excluded Options - 0%
		Color GTS	Color GTS	Color GTS
		Color GGT	Color GGT	Color GGT
Exterior Colors
GAN - Silver Ice Metallic		25%	15%	15%
GAO - Gold Mist Metallic		10%	10%	10%
GAP - Imperial Blue Metallic		NA	NA	NA
GAR - Black Granite Metallic		10%	25%	25%
GBE - Crystal Red Tintcoat		25%	20%	25%
GAZ - Summit White		20%	10%	10%
GGW - Taupe Grey Metallic	*	10%	10%	10%
GLF - Ice Blue Metallic		NA	NA	NA
GCN - Victory Red(Requires PDZ)		N/A	10%	5%
GGT - Autumn Metallic		N/A	N/A	N/A
TOTAL		100%	100%	100%
Interior Colors
AFF - Jet Black Cloth		60%	NA	-------------------------------
AFC - Jet Black/Medium Titanium Cloth		30%	-------------------------------	-------------------------------
AFG - Jet Black/Sport Red Cloth		10%	-------------------------------	-------------------------------
AFK - Cocoa/Light Neutral Leather		-------------------------------	30%	-------------------------------
AFO - Jet Black Leather		-------------------------------	35%	-------------------------------
ACB - Cocoa/Light Neutral Leather w/PDZ		-------------------------------	-------------------------------	-------------------------------
ACC - Jet Black Leather w/ PDZ		-------------------------------	35%	-------------------------------
AAY - Coco/Light Neutral Leather		-------------------------------	-------------------------------	60%
AAW - Jet Black Leather		-------------------------------	-------------------------------	40%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan 1FL	4 Dr Sedan 2LT	4 Dr Sedan 1LZ
Model Code	1PX69	1PX69	1PW69
Equipment Group	1FL	2LT	LTZ
Volume % of Total	“***”	“***”	“***”

TOTAL 100% 100% 100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Chevrolet Equinox

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD	4 Dr Utility AWD	4 Dr Utility AWD
Model Code	1LH26	1LH26	1LK26	1LK26	1LM26
Equipment Group	1LT	2LT	1LT	2LT	1LZ
Volume % of Total	“***”	“***”	“***”	“***”	“***”

Standard Equipment
Engine	Engine 2.4 L - LAF	Engine 2.4 L - LAF	Engine 2.4 L - LAF	Engine 2.4 L - LAF	Engine 2.4 L - LAF
Transmission	6-Speed Automatic	6-Speed Automatic	6-Speed Automatic	6-Speed Automatic	6-Speed Automatic
Air Conditioning	Air Conditioning	Auto HVAC	Air Conditioning	Auto HVAC	Auto HVAC
Air Conditioning, Rear	-------------------------------	-------------------------------	-------------------------------	-------------------------------	-------------------------------
Steering	Variable Electric Power Steering	Variable Electric Power Steering	Variable Electric Power Steering	Variable Electric Power Steering	Variable Electric Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS
Windows	Power w/ Express Down on all doors	Power w/ Express Down on all doors	Power w/ Express Down on all doors	Power w/ Express Down on all doors	Power w/ Express Down on all doors
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt & Telescoping Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel
Seats	Manual Driver w/power Hgt & Lumbar	Seat, 8-Way Power Driver	Manual Driver w/power Hgt & Lumbar	Seat, 8-Way Power Driver	Seat, 8-Way Power Driver
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/XM/CD/MP3 - UYE	Radio AM/FM/XM/CD/MP3 - UYE	Radio AM/FM/XM/CD/MP3 - UYE	Radio AM/FM/XM/CD/MP3 - UYE	Radio AM/FM/XM/CD/MP3 - UYE
Wheels	Wheels, 17" aluminum - RSB	Wheels, 17" aluminum - RSB	Wheels, 17" aluminum - RSB	Wheels, 17" aluminum - RSB	Wheels, 17" aluminum - RSB
Floor Mats	Floor Mats	Floor Mats	Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Cloth Bucket	Heated Seat, Cloth Bucket	Seat, Cloth Bucket	Heated Seat, Cloth Bucket	Heated Seat, Bucket
Airbags	Frt Side and Frt/RR Head Curtain	Frt Side and Frt/RR Head Curtain	Frt Side and Frt/RR Head Curtain	Frt Side and Frt/RR Head Curtain	Frt Side and Frt/RR Head Curtain

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD	4 Dr Utility AWD	4 Dr Utility AWD
Model Code	1LH26	1LH26	1LK26	1LK26	1LM26
Equipment Group	1LT	2LT	1LT	2LT	1LZ
Volume % of Total	“***”	“***”	“***”	“***”	“***”

Other	-------------------------------	-------------------------------	-------------------------------	-------------------------------	Perforated Leather Seating - Included and only available with (AFL), (AFM), or (AFN) - EAL
Other	StabiliTrak	StabiliTrak	StabiliTrak	StabiliTrak	StabiliTrak
Other	OnStar	OnStar	OnStar	OnStar	OnStar
Other	XM	XM	XM	XM	XM
Other	Bluetooth	Bluetooth	Bluetooth	Bluetooth	Bluetooth
Required Options - 100%
	-------------------------------	Perforated Leather Seating - Included and only available with (AFL), (AFM), or (AFN) - EAL	-------------------------------	Perforated Leather Seating - Included and only available with (AFL), (AFM), or (AFN) - EAL	Sunroof - CF5
	-------------------------------	-------------------------------	-------------------------------	-------------------------------	Engine 3.0L V6 w/Flex Fuel - LFW
Required Options 0% - 100%
	Sunroof - CF5 - 20%	Sunroof - CF5 - 50%	Sunroof - CF5 - 20%	Sunroof - CF5 - 50%	-------------------------------
	-------------------------------	Engine 3.0L V6 w/Flex Fuel - LFW -25%                                            (LFW Engine reqs 18" AL Whl-Q6D)	-------------------------------	Engine 3.0L V6 w/Flex Fuel - LFW -25%	-------------------------------
	XM Delete - U2J - 100% (Optional)		XM Delete - U2J 100% - (Optional)
	Driver Convenience Package - Includes (BTV) remote vehicle starter system, (AE8) 8-way power front seat adjuster and (UVC) rearview camera system - PDD - 50%	-------------------------------	Driver Convenience Package - Includes (BTV) remote vehicle starter system, (AE8) 8-way power front seat adjuster and (UVC) rearview camera system - PDD - 50%	-------------------------------	-------------------------------

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Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD	4 Dr Utility AWD	4 Dr Utility AWD
Model Code	1LH26	1LH26	1LK26	1LK26	1LM26
Equipment Group	1LT	2LT	1LT	2LT	1LZ
Volume % of Total	“***”	“***”	“***”	“***”	“***”

Excluded Options - 0%
		OnStar Delete - UE0		OnStar Delete - UE0
		Color GAR	Color GAR	Color GAR	Color GAR	Color GAR
		Color GAO	Color GAO	Color GAO	Color GAO	Color GAO
		Color GLB	Color GLB	Color GLB	Color GLB	Color GLB
Exterior Colors
GAN - Silver Ice Metallic		25%	25%	25%	25%	25%
GAO- Gold Mist Metallic		NA	NA	NA	NA	NA
GAR - Black Granite Metallic	*	NA	NA	NA	NA	NA
GAZ - Olympic White - NEW		25%	25%	25%	25%	25%
GBV - Cyber Gray Metallic		20%	20%	20%	20%	20%
GHA - Mocha Steel Metallic		20%	20%	20%	20%	20%
GIS - Cardinal Red Metallic		10%	10%	10%	10%	10%
GLB - Twilight Blue Metallic - NEW		NA	NA	NA	NA	NA
TOTAL		100%	100%	100%	100%	100%
Interior Colors
AFK/AFM - Jet Black/Lt. Titanium		50%	30%	50%	30%	30%
AFJ/AFL - Jet Black		50%	50%	50%	50%	50%

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Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD	4 Dr Utility AWD	4 Dr Utility AWD
Model Code	1LH26	1LH26	1LK26	1LK26	1LM26
Equipment Group	1LT	2LT	1LT	2LT	1LZ
Volume % of Total	“***”	“***”	“***”	“***”	“***”

AFN Jet Black/Brownstone	NA	20%	NA	20%	20%
TOTAL	100%	100%	100%	100%	100%

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Chevrolet Captiva

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	CAPTIVA	CAPTIVA	CAPTIVA
Model Code	1LD26	1LE26	1LW26
Equipment Group	2LS - FWD	1LT - FWD	1LZ - AWD
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	LEA	Engine 3.0L V6 - LFW	Engine 3.0L V6 - LFW
Transmission	6-Speed Automatic	6-Speed Automatic	6-Speed Automatic
Air Conditioning	Auto Controls	Auto Controls	Auto Controls
Steering	Variable Electric Power Steering	Variable Electric Power Steering	Variable Electric Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS
Windows	Power w/ Express Down on all doors	Power w/ Express Down on all doors	Power w/ Express Down on all doors
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt & Telescoping Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel	Tilt/Telescoping Steering Wheel
Seats	8 Way Power - AE8	8 Way Power - AE8	Seat, 8-Way Power Driver
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/XM/CD/MP3 - UYE	Radio AM/FM/XM/CD/MP3 - UYE	Radio AM/FM/XM/CD/MP3 - UYE
Wheels	Wheels, 17" aluminum - RSB	Wheels, 17" aluminum - RVF	Wheels, 17" aluminum - RVF
Floor Mats	Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Cloth Bucket	Seat, Cloth Bucket	Heated Seat, Bucket
Airbags	Frt Side and Frt/RR Head Curtain	Frt Side and Frt/RR Head Curtain	Frt Side and Frt/RR Head Curtain
Other	Leather Grip Steering Wheel w / Radio Contorls	Leather Grip Steering Wheel w / Radio Contorls	Perforated Leather Seating - Included and only available with (AFL), (AFM), or (AFN) - EAL
Other	Vanity Mirror w/ Light	Vanity Mirror w/ Light	Vanity Mirror w/ Light
Other	Mirrors with Body Color	Mirrors with Body Color	Mirrors with Body Chrome
Other	StabiliTrak	StabiliTrak	StabiliTrak
Other	OnStar	OnStar	OnStar
Other	XM	XM	XM
Bluetooth	Bluetooth Only - Requires UE1	STD	STD
Other	NA	NA	Convenience Package, includes leather-appointed seating, (KA1) heated front seats, (VY7) leather-wrapped shift knob, (BTV) remote vehicle start, (UG1) Universal Home Remote and (CE1) Rainsense - WPG
Dual Tip Exhaust	NA	Dual Tip Exhaust	Dual Tip Exhaust

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Model	CAPTIVA	CAPTIVA	CAPTIVA
Model Code	1LD26	1LE26	1LW26
Equipment Group	2LS - FWD	1LT - FWD	1LZ - AWD
Volume % of Total	“***”	“***”	“***”

Chrome Door Handles	NA	Chrome Door Handles	STD
Fog Lamps	Fog Lamps	Fog Lamps	STD
Chrome Skid Plate	NA	NA	Chrome
Fascia Body Color	NA	Color	Color
Lugguage Rack - Side	Lugguage Rack - Side	STD	STD
Cargo Organizer - AWW	NA	Cargo Organizer - AWW	Cargo Organizer - AWW
Audio System 10 Speaker	NA	NA	Audio System 10 Speaker
Garage Opener	NA	Avail	Garage Opener
Sunroof	Not Available	Available	Sunroof
Rear Camera	Available	Available	Rear  Camera UVC
Required Options - 100%
Sunroof - CF5	NA	-------------------------------	STD
Engine 3.0L V6 w/Flex Fuel - LFW                                          (LFW Engine reqs 18" AL Whl-RVF)	NA	STD	STD
Required Options 0% - 100%
Sunroof - CF5 - 20%	NA	Sunroof - CF5 - 20%	-------------------------------
XM Delete - U2J - 100% (Optional)	-------------------------------	-------------------------------	NA
Convenience Package, includes leather-appointed seating, (KA1) heated front seats, (VY7) leather-wrapped shift knob, (BTV) remote vehicle start, (UG1) Universal Home Remote and (CE1) Rainsense - WPG - 50%		Convenience Package, includes leather-appointed seating, (KA1) heated front seats, (VY7) leather-wrapped shift knob, (BTV) remote vehicle start, (UG1) Universal Home Remote and (CE1) Rainsense - WPG - 50%	STD
Exterior Colors
GAN - Silver Ice Metallic	25%	25%	25%
GBU - Arctic Ice	15%	15%	15%
GAR - Black Granite Metallic	25%	25%	25%
GHA - Mocha Steel Metallic	20%	20%	20%
GBE - Crystal Red Tintcoat	15%	15%	15%
GAO - Gold Mist	NA	NA	NA
GTS - Blue Topaz Metallic	NA	NA	NA

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Model	CAPTIVA	CAPTIVA	CAPTIVA
Model Code	1LD26	1LE26	1LW26
Equipment Group	2LS - FWD	1LT - FWD	1LZ - AWD
Volume % of Total	“***”	“***”	“***”

TOTAL	100%	100%	100%
Interior Colors
AEN - Black Cloth	100%	50%	NA
ADW - Black Leather	NA	50%	50%
ADX - Black/Titanium Leather	NA	N/A	50%
	NA
TOTAL	100%	100%	100%

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Dollar Thrifty Automotive Group, Inc.

Chevrolet Impala

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan  -  LS	4 Dr Sedan  -  LT	4 Dr Sedan  -  LTZ
Model Code	1WF19	1WG19	1WU19
Equipment Group	1FL	2FL	1LZ
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	Engine 3.6L V6 - LFX	Engine 3.6L V6 - LFX	Engine 3.6L V6 - LFX
Transmission	Transmission, Automatic 6 Speed	Transmission, Automatic 6 Speed	Transmission, Automatic 6 Speed
Air Conditioning	Air Cond. Manual Single Zone	Air Cond. Manual Dual Zone	Air Cond. Manual Dual Zone
Air Conditioning, Rear	-------------------------------	-------------------------------	-------------------------------
Steering	Power Steering	Power Steering	Power Steering
Brakes	Pwr Brakes w/ 4Whl Disc	Pwr Brakes w/ 4Whl Disc	Pwr Brakes w/ 4Whl Disc & ABS
Electronic Stability Control	Stabilitrak - JL4	Stabilitrak - JL4	Stabilitrak - JL4
Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Seat, 6 Way Power Driver	Seat, 6 Way Power Driver	Seat, 8 Way Power Driver & Pass
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Airbags	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0
Radio	Radio AM/FM/CD - U1C	Radio AM/FM/CD - U1C	Radio AM/FM/CD/XM - US8
Wheels	Wheels, 16" Alum. - RRZ	Wheels, 17" aluminum - RS7	Wheels, 18" aluminum - RSX
Floor Mats	Optional	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Cloth Bucket - AR9	Seat, Cloth Bucket - AR9	Seat, Leather Bucket - AR9
Other	-------------------------------	Grilles	Bluetooth Interface
Other	-------------------------------	-------------------------------	Spoiler
Other	Available		OnStar
Other	Available	Leather Steering Wheel w/Audio	XM                                                                                           Note:  R6B Credit For Units Going To Hawaii & Alaska Will Continue.
Other	Body Side Moldings - B86	Body Side Moldings - B86	Body Side Moldings - B86
Required Options - 100%
		Spoiler D81	-------------------------------
			-------------------------------
		Flip/Fold Rear Seats AM9
Required Options 0% - 100%		PDV Sunroof Pkg. - 50%
			Sunroof - CF5 - 75%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Model	4 Dr Sedan  -  LS	4 Dr Sedan  -  LT	4 Dr Sedan  -  LTZ
Model Code	1WF19	1WG19	1WU19
Equipment Group	1FL	2FL	1LZ
Volume % of Total	“***”	“***”	“***”

		PDC Onstar Bluetooth Pkg - 50%	PDD Bluetooth-Onstar Pkg. 50%	-------------------------------
		-------------------------------		-------------------------------
		XM  - U2K (Req. UE1 OnStar) 0%                               Note:  R6B Credit Not Available For Units Going To Hawaii & Alaska.	XM  - U2K (Req. PDD OnStar) - 50%                                 Note:  R6B Credit Not Available For Units Going To Hawaii & Alaska.	-------------------------------
		Flip/Fold Rear Seats AM9- 25%		-------------------------------
Excluded Options - 0%
		Color 37U	Color 37U	Color 37U
		Color 74U	Color 74U	Color 74U
Exterior Colors
17U - Silver Ice Metallic		30%	25%	25%
37U - Imperial Blue Metallic		N/A	N/A	N/A
41U - Black		10%	10%	10%
50U - Summit White		25%	25%	25%
51U - Gold Mist Metallic		15%	15%	15%
57U - Cyber Gray Metallic		20%	15%	15%
74U - Victory Red		NA	NA	NA
GBE - Crystal Red Tintcoat	*	NA	10%	10%
TOTAL		100%	100%	100%
Interior Colors
70C/702 - Neutral		20%	25%	35%
19C/192 - Ebony		55%	50%	40%
83C/832 - Gray		25%	25%	25%
TOTAL		100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Chevrolet Impala

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan  -  LS	4 Dr Sedan  -  LT	4 Dr Sedan  -  LTZ
Model Code	1WF19	1WG19	1WU19
Equipment Group	1FL	2FL	1LZ
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	Engine 3.6L V6 - LFX	Engine 3.6L V6 - LFX	Engine 3.6L V6 - LFX
Transmission	Transmission, Automatic 6 Speed	Transmission, Automatic 6 Speed	Transmission, Automatic 6 Speed
Air Conditioning	Air Cond. Manual Single Zone	Air Cond. Manual Dual Zone	Air Cond. Manual Dual Zone
Air Conditioning, Rear	-------------------------------	-------------------------------	-------------------------------
Steering	Power Steering	Power Steering	Power Steering
Brakes	Pwr Brakes w/ 4Whl Disc	Pwr Brakes w/ 4Whl Disc	Pwr Brakes w/ 4Whl Disc & ABS
Electronic Stability Control	Stabilitrak - JL4	Stabilitrak - JL4	Stabilitrak - JL4
Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Seat, 6 Way Power Driver	Seat, 6 Way Power Driver	Seat, 8 Way Power Driver & Pass
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Airbags	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0
Radio	Radio AM/FM/CD - U1C	Radio AM/FM/CD - U1C	Radio AM/FM/CD/XM - US8
Wheels	Wheels, 16" Alum. - RRZ	Wheels, 17" aluminum - RS7	Wheels, 18" aluminum - RSX
Floor Mats	Optional	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Cloth Bucket - AR9	Seat, Cloth Bucket - AR9	Seat, Leather Bucket - AR9
Other	-------------------------------	Grilles	Bluetooth Interface
Other	-------------------------------	-------------------------------	Spoiler
Other	Available		OnStar
Other	Available	Leather Steering Wheel w/Audio	XM                                                                                           Note:  R6B Credit For Units Going To Hawaii & Alaska Will Continue.
Other	Body Side Moldings - B86	Body Side Moldings - B86	Body Side Moldings - B86
Required Options - 100%
		Spoiler D81	-------------------------------
			-------------------------------
		Flip/Fold Rear Seats AM9
Required Options 0% - 100%		PDV Sunroof Pkg. - 50%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Model	4 Dr Sedan  -  LS	4 Dr Sedan  -  LT	4 Dr Sedan  -  LTZ
Model Code	1WF19	1WG19	1WU19
Equipment Group	1FL	2FL	1LZ
Volume % of Total	“***”	“***”	“***”

				Sunroof - CF5 - 75%
		PDC Onstar Bluetooth Pkg - 50%	PDD Bluetooth-Onstar Pkg. 50%	-------------------------------
		-------------------------------		-------------------------------
		XM  - U2K (Req. UE1 OnStar) 0%                               Note:  R6B Credit Not Available For Units Going To Hawaii & Alaska.	XM  - U2K (Req. PDD OnStar) - 50%                                 Note:  R6B Credit Not Available For Units Going To Hawaii & Alaska.	-------------------------------
		Flip/Fold Rear Seats AM9- 25%		-------------------------------
Excluded Options - 0%
		Color 37U	Color 37U	Color 37U
		Color 74U	Color 74U	Color 74U
Exterior Colors
17U - Silver Ice Metallic		30%	25%	25%
37U - Imperial Blue Metallic		N/A	N/A	N/A
41U - Black		10%	10%	10%
50U - Summit White		25%	25%	25%
51U - Gold Mist Metallic		15%	15%	15%
57U - Cyber Gray Metallic		20%	15%	15%
74U - Victory Red		NA	NA	NA
GBE - Crystal Red Tintcoat	*	NA	10%	10%
TOTAL		100%	100%	100%
Interior Colors
70C/702 - Neutral		20%	25%	35%
19C/192 - Ebony		55%	50%	40%
83C/832 - Gray		25%	25%	25%
TOTAL		100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Chevrolet Impala

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan  -  LS	4 Dr Sedan  -  LT	4 Dr Sedan  -  LTZ
Model Code	1WF19	1WG19	1WU19
Equipment Group	1FL	2FL	1LZ
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	Engine 3.6L V6 - LFX	Engine 3.6L V6 - LFX	Engine 3.6L V6 - LFX
Transmission	Transmission, Automatic 6 Speed	Transmission, Automatic 6 Speed	Transmission, Automatic 6 Speed
Air Conditioning	Air Cond. Manual Single Zone	Air Cond. Manual Dual Zone	Air Cond. Manual Dual Zone
Air Conditioning, Rear	-------------------------------	-------------------------------	-------------------------------
Steering	Power Steering	Power Steering	Power Steering
Brakes	Pwr Brakes w/ 4Whl Disc	Pwr Brakes w/ 4Whl Disc	Pwr Brakes w/ 4Whl Disc & ABS
Electronic Stability Control	Stabilitrak - JL4	Stabilitrak - JL4	Stabilitrak - JL4
Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Seat, 6 Way Power Driver	Seat, 6 Way Power Driver	Seat, 8 Way Power Driver & Pass
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Airbags	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0
Radio	Radio AM/FM/CD - U1C	Radio AM/FM/CD - U1C	Radio AM/FM/CD/XM - US8
Wheels	Wheels, 16" Alum. - RRZ	Wheels, 17" aluminum - RS7	Wheels, 18" aluminum - RSX
Floor Mats	Optional	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Cloth Bucket - AR9	Seat, Cloth Bucket - AR9	Seat, Leather Bucket - AR9
Other	-------------------------------	Grilles	Bluetooth Interface
Other	-------------------------------	-------------------------------	Spoiler
Other	Available		OnStar
Other	Available	Leather Steering Wheel w/Audio	XM                                                                                           Note:  R6B Credit For Units Going To Hawaii & Alaska Will Continue.
Other	Body Side Moldings - B86	Body Side Moldings - B86	Body Side Moldings - B86
Required Options - 100%
		Spoiler D81	-------------------------------
			-------------------------------
		Flip/Fold Rear Seats AM9
Required Options 0% - 100%		PDV Sunroof Pkg. - 50%
			Sunroof - CF5 - 75%
	PDC Onstar Bluetooth Pkg - 50%	PDD Bluetooth-Onstar Pkg. 50%	-------------------------------

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Model	4 Dr Sedan  -  LS	4 Dr Sedan  -  LT	4 Dr Sedan  -  LTZ
Model Code	1WF19	1WG19	1WU19
Equipment Group	1FL	2FL	1LZ
Volume % of Total	“***”	“***”	“***”

		-------------------------------		-------------------------------
		XM  - U2K (Req. UE1 OnStar) 0%                               Note:  R6B Credit Not Available For Units Going To Hawaii & Alaska.	XM  - U2K (Req. PDD OnStar) - 50%                                 Note:  R6B Credit Not Available For Units Going To Hawaii & Alaska.	-------------------------------
		Flip/Fold Rear Seats AM9- 25%		-------------------------------
Excluded Options - 0%
		Color 37U	Color 37U	Color 37U
		Color 74U	Color 74U	Color 74U
Exterior Colors
17U - Silver Ice Metallic		30%	25%	25%
37U - Imperial Blue Metallic		N/A	N/A	N/A
41U - Black		10%	10%	10%
50U - Summit White		25%	25%	25%
51U - Gold Mist Metallic		15%	15%	15%
57U - Cyber Gray Metallic		20%	15%	15%
74U - Victory Red		NA	NA	NA
GBE - Crystal Red Tintcoat	*	NA	10%	10%
TOTAL		100%	100%	100%
Interior Colors
70C/702 - Neutral		20%	25%	35%
19C/192 - Ebony		55%	50%	40%
83C/832 - Gray		25%	25%	25%
TOTAL		100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Chevrolet Malibu

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	Malibu LS	Malibu 1LT	Malibu 2LT	Malibu 2LZ
Model Code	1ZG69	1ZH69	1ZJ69	1ZK69
Equipment Group	1FL	1LT	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

Standard Equipment
Engine	DOHC 4Cyl - LE5	DOHC 4Cyl - LE5	DOHC 4Cyl - LE5	DOHC 6Cyl - LY7
Automatic Transmission	STD - MH8	STD - MH8	STD - MH8	STD - MH2
Air Conditioning	STD	STD	STD	STD
Power Seat - Driver Side w Lumbar	STD	STD	STD - 6 Way	STD - 8 Way
Heated Seat	N/A	N/A	STD	STD
Cruise Control	STD	STD	STD	STD
Seat Trim	Custom Cloth	Custom Cloth	Ultra Lux	Leather
Radio w/CD	STD - US8	STD -UUI	STD -UUI	STD - UUI
Rear Defogger	STD	STD	STD	STD
Body Side Moldings	OPT	STD	STD	N/A
Wheels	RS9 - 17" Fascia Spoke	PJE - 17" Aluminum	RTN- 17" Chrome Tech Aluminum	RV6 - 18" Ultra Bright Aluminum
Keyless Entry	STD	STD	STD	STD
Remote Start	N/A	A	STD	STD
Power Door Lock	STD	STD	STD	STD
Power windows	STD	STD	STD	STD
Airbags	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0	Dual Front & Side Air Bag - AY0
Other	Floor Mats - B37	Floor Mats - B37	Floor Mats - B37	Floor Mats - B50
Other	ABS	ABS	ABS	ABS
Other	Stabiltrak	Stabilitrak	Stabilitrak	Stabilitrak
Other	XM	XM	XM	XM
Other	OnStar	OnStar	OnStar	OnStar
110 Outlet	Opt	Opt	110 Outlet	Interface Pkg PCR - USB & 110 Outlet
				Sunroof CF5
		Spare Tire - ZFH	Spare Tire - ZFH	Spare Tire - ZFH
Required Options - 100%
	Body Side Moldings - B86	Body Side Moldings - B86	Body Side Moldings - B86	-------------------------------
	Spare Tire - ZFH	Spare Tire - ZFH	Spare Tire - ZFH	Spare Tire - ZFH
	OnStar Delete UE0 - Requires U1C Radio	-------------------------------	-------------------------------	-------------------------------

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Model	Malibu LS	Malibu 1LT	Malibu 2LT	Malibu 2LZ
Model Code	1ZG69	1ZH69	1ZJ69	1ZK69
Equipment Group	1FL	1LT	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

		XM Radio Delete U2J - Requires U1C Radio	-------------------------------	-------------------------------	-------------------------------
		LE5 Engine For YF5 & NE1	LE5 Engine For YF5 & NE1	LE5 Engine For YF5 & NE1	-------------------------------
		LE9 Engine For FE9	LE9 Engine For FE9	LE9 Engine For FE9	-------------------------------
Required Options 0% - 100%
		-------------------------------	UPF Bluetooth Phone-70%	-------------------------------	-------------------------------
		-------------------------------	PDU Power Pkg - Includes AG1,AP3, KV1 - 50%	-------------------------------	-------------------------------
		-------------------------------	OnStar Delete UE0 - 30%	-------------------------------	-------------------------------
		-------------------------------	XM Delete U2J - 30%	-------------------------------	-------------------------------
		-------------------------------	PDN Sunroof Pkg -25%		-------------------------------
		-------------------------------		PDV Sunroof Pkg -65%	-------------------------------
Excluded Options - 0%
		Color 37U	Color 37U	Color 37U	Color 37U
		Color GGW	Color GGW	Color GGW	Color GGW
Exterior Colors
17U - Silver Ice Metallic		20%	20%	20%	20%
37U - Imperial Blue Metallic		NA	NA	NA	NA
50U - Summit White		25%	25%	15%	15%
58U - Black Granite Metallic	*	20%	20%	15%	15%
80U - Red Jewel Tintcoat	*	NA	NA	20%	20%
98U - White Diamond Tricoat	*	NA	NA	20%	15%
GAO - Gold Mist		10%	10%	0%	0%
GGW - Taupe Gray Metallic		NA	NA	NA	NA
GHA - Mocha Steel Metallic		25%	25%	10%	15%
TOTAL		100%	100%	100%	100%
Interior Colors

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Model	Malibu LS	Malibu 1LT	Malibu 2LT	Malibu 2LZ
Model Code	1ZG69	1ZH69	1ZJ69	1ZK69
Equipment Group	1FL	1LT	2LT	2LZ
Volume % of Total	“***”	“***”	“***”	“***”

19B/19C /192- Ebony	NA	60%	50%	50%
242 - Ebony / Brick	NA	NA	NA	NA
34B/34C/342 - Cocoa / Cashmere	30%	20%	20%	50%
83B/83C - Titanium	70%	20%	30%	NA
TOTAL	100%	100%	100%	100%

Chevrolet Suburban

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	CC10906	CK10906
Equipment Group	1LT	1LT
Volume % of Total	“***”	“***”

Standard Equipment
Engine	Engine Vortec 5.3L V8 - LC9	Engine Vortec 5.3L V8 - LC9
Transmission	Transmission, Automatic	Transmission, Automatic
Air Conditioning	Air Cond. Auto Dual Zone	Air Cond. Auto Dual Zone
Air Conditioning, Rear	Air Conditioning, Rear Aux.	Air Conditioning, Rear Aux.
Steering	Power Steering	Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS
Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Seat, 6 Way Power Driver	Seat, 6 Way Power Driver
Seats	3 Pass 3rd Row Seat - AS3	3 Pass 3rd Row Seat - AS3
Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/CD - UUI	Radio AM/FM/CD - UUI
Wheels	Wheels, 17" aluminum - P46	Wheels, 17" aluminum - P46
Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Leather Bucket - A95	Seat, Leather Bucket - A95
Air Bags	Dual Front & Side	Dual Front & Side

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

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Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	CC10906	CK10906
Equipment Group	1LT	1LT
Volume % of Total	“***”	“***”

Other		StabiliTrak	StabiliTrak
Other		Power Adj Pedals	Power Adj Pedals
Other		Rear Park Assist	Rear Park Assist
Other		Blue Tooth Interface - UPF	Blue Tooth Interface - UPF
Other		XM	XM
Other		OnStar	OnStar
Required Options - 100%		PCK - Luxury Pkg.	PCK - Luxury Pkg.
		Full Feature Leather Buckets with Heat (10 way)-AN3	Full Feature Leather Buckets with Heat (10 way)-AN3
		Heated 2nd Row Seats - KA6	Heated 2nd Row Seats - KA6
		Power Folding Outside Mirrors with Integrated Turn Signals  - DL3	Power Folding Outside Mirrors with Integrated Turn Signals  - DL3
		2nd Row - Power Release - ARS	2nd Row - Power Release - ARS
		Power Liftgate - E61	Power Liftgate - E61
		-------------------------------	-------------------------------
Required Options 0% - 100%
		Sunroof - CF5 - 50%	Sunroof - CF5 - 50%
		Rear Entertainment - U42 - 50%                (Req UUJ Radio)	Rear Entertainment - U42 - 50%                (Req UUJ Radio)
Excluded Options - 0%
		Color GLF	Color GLF
		Color GGU	Color GGU
Exterior Colors
41U - Black		25%	25%
50U - Olympic White		30%	25%
89U -Crystal RedTint Coat -NEW	*	10%	15%
GTZ - Blue Topaz  Metallic - NEW		NA	NA
GHA - Mocha Steel Metallic - NEW		15%	15%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

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Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	CC10906	CK10906
Equipment Group	1LT	1LT
Volume % of Total	“***”	“***”

GAN - Silver Ice - NEW	20%	20%
TOTAL	100%	100%
Interior Colors
19C/193 - Ebony	50%	50%
33C/333 - Light Cashmere / Dark Cashmere	25%	25%
83C/833 - Light Titanium / Dark Titanium	25%	25%
TOTAL	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

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Chevrolet Tahoe

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	CC10706	CK10706
Equipment Group	1LT	1LT
Volume % of Total	“***”	“***”

Standard Equipment
Engine	Engine Vortec 5.3L V8 - LC9	Engine Vortec 5.3L V8 - LC9
Transmission	Transmission, Automatic	Transmission, Automatic
Air Conditioning	Air Conditioning, Dual Zone	Air Cond. Auto Dual Zone
Air Conditioning, Rear	Air Conditioning, Rear Aux.	Air Conditioning, Rear Aux.
Steering	Power Steering	Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS
Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seats	Seat, 6 Way Power Driver	Seat, 6 Way Power Driver
Rear Defogger	Rear Defogger	Rear Defogger
Air Bags	Dual Front & Side	Dual Front & Side
Radio	Radio AM/FM/CD - UUI	Radio AM/FM/CD - UUI
Wheels	Wheels, 18" aluminum - N87	Wheels, 17" aluminum - P46
Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Cloth Bucket - A95	Seat, Cloth Bucket - A95
Other	StabiliTrak	StabiliTrak
Other	Rear Park Assist	Rear Park Assist
Other	Power Adj Pedals	Power Adj Pedals
Other	Bluetooth Interface	Bluetooth Interface
Other	XM	XM
Other	OnStar	OnStar
Required Options - 100%
	PCK - Luxury Pkg.	PCK - Luxury Pkg.
	Full Feature Leather Buckets with Heat (10 way)-AN3	Full Feature Leather Buckets with Heat (10 way)-AN3
	Heated 2nd Row Seats - KA6	Heated 2nd Row Seats - KA6
	Power Folding Outside Mirrors with Integrated Turn Signals  - DL3	Power Folding Outside Mirrors with Integrated Turn Signals  - DL3
	2nd Row - Power Release - ARS	2nd Row - Power Release - ARS
	Power Liftgate - E61	Power Liftgate - E61

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	CC10706	CK10706
Equipment Group	1LT	1LT
Volume % of Total	“***”	“***”

		-------------------------------	-------------------------------
Required Options 0% - 100%
		Sunroof - CF5 - 50%	Sunroof - CF5 - 50%
		Rear Entertainment - U42 - 50%                (Req UUJ Radio)	Rear Entertainment - U42 - 50%                (Req UUJ Radio)
Excluded Options - 0%
		Color GLF	Color GLF
		Color GGU	Color GGU
Exterior Colors
41U - Black		25%	25%
50U - Olympic White		30%	30%
89U -Crystal RedTint Coat -NEW	*	10%	10%
GTZ - Blue Topaz  Metallic - NEW		NA	NA
GHA - Mocha Steel Metallic - NEW		15%	15%
GAN - Silver Ice - NEW		20%	20%
TOTAL		100%	100%
Interior Colors
19C/193 - Ebony		50%	50%
33C/333 - Light Cashmere / Dark Cashmere		25%	25%
83C/833 - Light Titanium / Dark Titanium		25%	25%
TOTAL		100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Chevrolet Traverse                                                                                                                     44.1

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD	4 Dr Utility AWD	4 Dr Utility AWD
Model Code	CR14526	CR14526	CV14526 AWD	CV14526 AWD	CV14526 AWD
Equipment Group	1LT	2LT	1LT	2LT	LTZ
Volume % of Total	“***”	“***”	“***”	“***”	“***”

Standard Equipment
Engine	3.6 L V6	3.6 L V6	3.6 L V6	3.6 L V6	3.6 L V6
Transmission	AUTOMATIC, 6-SPEED	AUTOMATIC, 6-SPEED	AUTOMATIC, 6-SPEED	AUTOMATIC, 6-SPEED	AUTOMATIC, 6-SPEED
Air Conditioning	Manual	Auto, tri-zone	Manual	Auto, tri-zone	Auto, tri-zone
Air Conditioning, Rear	manual standard	manual standard	manual standard	manual standard	manual standard
Steering	Power assist, variable	Power assist, variable	Power assist, variable	Power assist, variable	Power assist, variable
Brakes	w/ABS, StabiliTrak, Tire Pressure Mon	w/ABS, StabiliTrak, Tire Pressure Mon	w/ABS, StabiliTrak, Tire Pressure Mon	w/ABS, StabiliTrak, Tire Pressure Mon	w/ABS, StabiliTrak, Tire Pressure Mon
Windows	Power	Power	Power	Power	Power
Door Locks	RKE standard	RKE standard	RKE standard	RKE standard	RKE standard
Cruise Control	standard	standard	standard	standard	standard
Tilt Wheel	Tilt & telescoping	Tilt & telescoping	Tilt & telescoping	Tilt & telescoping	Tilt & telescoping
Seats	Front buckets, rear benches	Ft buckets, 2nd row captain's chairs	Front buckets, rear benches	Ft buckets, 2nd row captain's chairs	Ft buckets, 2nd row captain's chairs
Rear Defogger	standard	standard	standard	standard	standard
Radio	AM/FM w/ CD and XM	AM/FM w/ CD, XM, Bose & USB Port	AM/FM w/ CD and XM	AM/FM w/ CD, XM, Bose & USB Port	AM/FM w/ CD, XM, Bose & USB Port
Wheels	18" aluminum	18" aluminum	18" aluminum	18" aluminum	18" aluminum
Floor Mats	all seating positions	all seating positions	all seating positions	all seating positions	all seating positions
Seat Trim/Style	cloth, 8-passenger	cloth, 7-passenger	cloth, 8-passenger	cloth, 7-passenger	leather, 7-passenger
Other	8-way power driver	8-way power driver	8-way power driver	8-way power driver	8-way power driver
Other	Rear Parking Assist audible alert	Rear Parking Assist audible alert	Rear Parking Assist audible alert	Rear Parking Assist audible alert	Rear Parking Assist audible alert
Other	---	Rear Camera in ISRV mirror	---	Rear Camera in ISRV mirror	Rear Camera in ISRV mirror
Other	---	Power tailgate	---	Power tailgate	Power tailgate
Other	Steering wheel w/audio controls	Steering wheel w/audio controls	Steering wheel w/audio controls	Steering wheel w/audio controls	Steering wheel w/audio controls

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD	4 Dr Utility AWD	4 Dr Utility AWD
Model Code	CR14526	CR14526	CV14526 AWD	CV14526 AWD	CV14526 AWD
Equipment Group	1LT	2LT	1LT	2LT	LTZ
Volume % of Total	“***”	“***”	“***”	“***”	“***”

Other	OnStar Directions & Connections	OnStar Directions & Connections	OnStar Directions & Connections	OnStar Directions & Connections	OnStar Directions & Connections
Other	---	---	---	---	PCL Personal Connectivity Pkg
Other	XM	XM	XM	XM	XM
Required Options - 100%
	---		---		STD
	UE0 OnStar delete	---	UE0 OnStar delete	---	---
	U2J XM delete (req'd w/OnStar delete)		U2J XM delete (req'd w/OnStar delete)
Required Options 0% - 100%
	Heated Seats w/ Prem Cloth - KA1 - 10%	---	Heated Seats w/ Prem Cloth - KA1 - 10%	---	---
	---	PCN - Rear DVD 30%	---	PCN - Rear DVD 30%	PCN - Rear DVD 30%
	---	C3U Panoramic Sunroof 30%	---	C3U Panoramic Sunroof 30%	C3U Panoramic Sunroof 30%
	Remote Start -25%	Leather Seats - IP2 - 50%	Remote Start -25%	Leather Seats - IP2 - 50%
Excluded Options - 0%
	Color 51U	Color 51U	Color 51U	Color 51U	Color 51U
	Color GGU	Color GGU	Color GGU	Color GGU	Color GGU
Exterior Colors
17U - Silver Ice Metallic	20%	20%	10%	10%	10%
40U - White	10%	10%	20%	20%	20%
51U - Gold Mist Metallic	NA	NA	NA	NA	NA
57U - Cyber Gray Metallic	20%	20%	20%	20%	20%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD	4 Dr Utility AWD	4 Dr Utility AWD
Model Code	CR14526	CR14526	CV14526 AWD	CV14526 AWD	CV14526 AWD
Equipment Group	1LT	2LT	1LT	2LT	LTZ
Volume % of Total	“***”	“***”	“***”	“***”	“***”

58U - Black Granite Metallic	*	15%	15%	15%	15%	15%
80U - Red Jewel Metallic	*	15%	15%	10%	10%	10%
98U - White Diamond Tricoat - NEW	*	20%	20%	25%	25%	25%
GGU - Evolution Blue Metallic - NEW		NA	NA	NA	NA	NA
TOTAL		100%	100%	100%	100%	100%
Interior Colors
83C - Lt. Gray / Dk. Gray		50%	25%	50%	25%	NA
19C - Ebony/Ebony		50%	25%	50%	25%	NA
832 - Lt Gray Leather		NA	25%	NA	25%	NA
192 - Ebony Leather		NA	25%	NA	25%	NA
313 - Cashmere Leather		NA	NA	NA	NA	25%
843 - Lt Gray Leather		NA	NA	NA	NA	75%
TOTAL		100%	100%	100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Buick Enclave

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility FWD	4 Dr Utility AWD
Model Code	4R14526	4V14526
Equipment Group	1SL	1SL
Volume % of Total	“***”	“***”

Standard Equipment
Engine	Engine 3.6L V6 - LLT	Engine 3.6L V6 - LLT
Transmission	Transmission, Auto 6 spd - MY9	Transmission, Auto 6 spd - MH6
Air Conditioning	Air Conditioning, Tri-Zone - CJ2	Air Conditioning, Tri-Zone - CJ2
Air Conditioning, Rear	Air Conditioning, Rear Controls	Air Conditioning, Rear Controls
Steering	Variable Effort Power Steering	Variable Effort Power Steering
Brakes	Brakes, Pwr 4Whl Disc w/ABS	Brakes, Pwr 4Whl Disc w/ABS
Windows	Power Windows w/ Express up	Power Windows w/ Express up
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel, Telescopic	Tilt Steering Wheel, Telescopic
Seats	Seat, 8-way power driver, 4-way pass	Seat, 8-way power driver, 4-way pass
Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio, AM/FM w/CD - US8	Radio, AM/FM w/CD - US8
Wheels	Wheels, 19" 15 Spoke Aluminum - P64	Wheels, 19" 15 Spoke Aluminum - P64
Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Leather-Appointed, Buckets Power	Leather-Appointed, Buckets Power
Airbags	Dual Front & Side - AY0	Dual Front & Side - AY0
Other	Power Lift Gate	Power Lift Gate
Other	StabiliTrak and Traction Control	StabiliTrak and Traction Control
Other	High Intensity Discharge (HID) Lighting	High Intensity Discharge (HID) Lighting
Other	7 passenger seating - ABB	7 passenger seating - ABB
Other	Heated Seats - KA1	Heated Seats - KA1
Other	Spare - No Inflation Kit	Spare - No Inflation Kit
Other	Bluetooth Phone Interface - UPF	Bluetooth Phone Interface - UPF
Other	XM Radio	XM Radio
Other	OnStar	OnStar
Other	Remote Start	Remote Start
Other	ISRVM with Rear Display	ISRVM with Rear Display
Other	Rear View Camera	Rear View Camera
Other	Rear Park Assist	Rear Park Assist
Required Options - 100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility FWD	4 Dr Utility AWD
Model Code	4R14526	4V14526
Equipment Group	1SL	1SL
Volume % of Total	“***”	“***”

UE0/U2J - Not Available
		---------------	---------------
Required Options 0% - 100%
		Sunroof - C3U - 40%	Sunroof - C3U - 40%
		Wheels, 19" chromed - P6A - 40%	Wheels, 19" chromed - P6A - 40%
Excluded Options - 0%
		Color 40U	Color 40U
		Color 81U	Color 81U
		Color GGU	Color GGU
Exterior Colors
17U - Quicksilver Metallic		25%	25%
40U - Summit White		NA	NA
51U - Gold Mist Metallic		10%	10%
58U - Carbon Black Metallic	*	20%	20%
89U - Crystal Red	*	20%	20%
81U - Medium Brown Metallic		NA	NA
98U - White Diamond	*	25%	25%
GGU - Gray Green Metallic - NEW		NA	NA
TOTAL		100%	100%
Interior Colors
19C/192 - Ebony		30%	30%
83C/832 - Titanium		35%	35%
392 - Cashmere		35%	35%
TOTAL		100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Buick LaCrosse (ALL NEW)

2012 MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan	4 Dr Sedan	4 Dr Sedan
Model Code	4GM69	4GT69	4GT69
Equipment Group	1SN	1SR	1ST
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	2.4L  Cyl - LUK eAssist (Note: order V6  LFX)	3.6L V6 (LFX)	3.6L V6 (LFX)
Transmission	6-Speed Automatic	6-Speed Automatic	6-Speed Automatic
Air Conditioning	Air Cond. Auto Dual Zone	Air Cond. Auto Dual Zone	Air Cond. Auto Dual Zone
Steering	Power Steering, Electric	Power Steering, Magnetic	Power Steering, Magnetic
Brakes	Pwr Brakes w/ 4Whl Disc & ABS	Pwr Brakes w/ 4Whl Disc & ABS	Pwr Brakes w/ 4Whl Disc & ABS
Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry	Pwr Locks w/Keyless Entry
Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Manual Rake and Telescoping	Manual Rake and Telescoping	Manual Rake and Telescoping
Seats	8-Way Power Driver Seat (includes lumbar)	8-Way Power Driver Seat (includes lumbar)	8-Way Power Driver Seat (includes lumbar)
Seats	Power Passenger Seat	Power Passenger Seat	Power Passenger Seat
Seats	Heated Seats, driv. & pass	Heated and Ventilated Seats, driv. & pass	Heated and Ventilated Seats, driv. & pass
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Color Radio AM/FM/CD/MP3- UFU	Color Radio AM/FM/CD/MP3- UFU with Harman Kardon Premium Sound System	Color Radio AM/FM/CD/MP3- UFU with Harman Kardon Premium Sound System
Radio	Radio Controls, steering wheel mounted	Radio Controls, steering wheel mounted	Radio Controls, steering wheel mounted
Stabilitrak	Includes Traction Control	Includes Traction Control	Includes Traction Control
Wheels	Wheels, 17" aluminum - Q05	18" Chrome Wheels - Q52	19" Aluminum Wheels
Floor Mats	Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seats, Leather Appointed Bucket - A51	Seats, Leather Appointed Bucket - A51	Seats, Leather Appointed Bucket - A51
Other		Hi-Per Strut Suspension	Hi-Per Strut Suspension
Other	High Resolution Driver Information Center	High Resolution Driver Information Center	High Resolution Driver Information Center
Other		Spare Included - P77	Spare Included - P77
Other	OnStar	OnStar	OnStar

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan	4 Dr Sedan	4 Dr Sedan
Model Code	4GM69	4GT69	4GT69
Equipment Group	1SN	1SR	1ST
Volume % of Total	“***”	“***”	“***”

Other	Convenience Package  (PDD) - Auto Dimming ISRVM - Remote Start -Power Outlet -Universal Home Remote - USB port	Convenience Package  (PDD) - Auto Dimming ISRVM - Remote Start -Power Outlet -Universal Home Remote - USB port	Convenience Package  (PDD) - Auto Dimming ISRVM - Remote Start -Power Outlet -Universal Home Remote - USB port
Other	Rear Spoiler (n/a with V6 engine)
Other	Fog Lamps	Fog Lamps	Fog Lamps
Other	Comfort & Convenience #2 (PCM) -Ultrasonic Rear Parking Assist -Memory settings -Outside heated power-adjustable, power-folding mirrors - Rear Vision Camera	Comfort & Convenience #2 (PCM) -Ultrasonic Rear Parking Assist -Memory settings -Outside heated power-adjustable, power-folding mirrors - Rear Vision Camera	Comfort & Convenience #2 (PCM) -Ultrasonic Rear Parking Assist -Memory settings -Outside heated power-adjustable, power-folding mirrors - Rear Vision Camera
Other		Luxury Package (PCK) -Leather/Woodgrain Heated Steering Wheel  -Perforated and Ventilated front seats -Power rear sunshade -Passive entry and push button start	Luxury Package (PCK) -Leather/Woodgrain Heated Steering Wheel  -Perforated and Ventilated front seats -Power rear sunshade -Passive entry and push button start
Other			Navigation System (UYS)
Other			Driver Confidence Pkg (PCI) - Side Blind Zone Alert -HID Articulating Headlamps - Head-Up Display
Required Options - 100%
Required Options 0% - 100%	V6 Engine (LFX) - 100%
	18" Wheels (V6 only) PW2- 40%
	18" Chrome Wheels - Q52 - 60%
		Sunroof - C3U - 50%	Sunroof - C3U - 50%
	Entertainment Pkg (PDB) - 10%
	Driver Confidence Pkg (PCI)- 10%	Driver Confidence Pkg -  PCI - 10%
	Navigation System (UYS)-10%	Navigation System (UYS) - 10%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan	4 Dr Sedan	4 Dr Sedan
Model Code	4GM69	4GT69	4GT69
Equipment Group	1SN	1SR	1ST
Volume % of Total	“***”	“***”	“***”

Excluded Options - 0%
		Color GAP	Color GAP	Color GAP
		Color GAZ	Color GAZ	Color GAZ
		Color GHA	Color GHA	Color GHA
Exterior Colors
GAN - Quicksilver Metallic		20%	20%	20%
GAO- Gold Mist Metallic		10%	10%	10%
GAP - Midnight Blue Metallic		NA	NA	NA
GBE - Crystal Red Tintcoat	*	25%	25%	25%
GAR - Carbon Black Metallic	*	15%	15%	15%
GAZ - Summit White		N/A	N/A	N/A
GBN - White Diamond Tricoat	*	25%	25%	25%
GHA - Mocha Steel Metallic		NA	NA	NA
GGW- Storm Gray Metallic		5%	5%	5%
TOTAL		100%	100%	100%
Interior Colors
AFC/AFD - Cocoa / Light Cashmere		50%	50%	50%
AFE/AFF - Dark Titanium / Light Titanium		25%	20%	20%
AFG/AFH - Jet Black		25%	30%	30%
TOTAL		100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Buick Regal

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Sedan
Model Code	4GR69
Equipment Group	1SN
Volume % of Total	“***”

Standard Equipment
Engine	(LEA) Engine, ECOTEC 2.4L DOHC 4-cylinder
Transmission	Transmission, 6-Speed Automatic
Air Conditioning	Auto Dual Zone Climate Control
Steering	Power Steering, Hydraulic
Brakes	Power Brakes w/ 4-Wheel Disc, ABS, & Brake Assist
Windows	Power Windows (Exp Up/Down Front, Exp Down Rear)
Door Locks	Power Locks w/Keyless Entry
Cruise Control	Cruise Control
Tilt Wheel	Manual Tilt and Telescoping
Seats	Seat, Driver, 8-way Power
Seats	Seat, Driver, 4-way Power Lumbar (APG)
Seats	Seat, Passenger, 4-way Manual, 2 Way Power Height (A6C)
Seats	Heated Seats, Driver & Front Passenger (KA1)
Seat Trim/Style	Seat, Leather Bucket
Rear Defogger	Rear Defogger
Radio	Radio AM/FM/CD/MP3 (UYE)
Radio	Radio Controls, Steering Wheel Mounted
Radio	7 Speaker System (U65)
Stabilitrak	Includes Traction Control
Wheels	Wheels, 18" Alloy (Q56)
Floor Mats	Floor Mats, Front and Rear
Air Bags	6 Air Bags - Front, Front Side, & Head Curtain (AY0)
Other	Steering Wheel, Leather Wrapped
Other	Trunk Cargo Net
Other	Dual Exhaust with Hidden Tips
Other	Compact Spare Tire
Other	Heated Power Mirrors
Other	Auto-Dimming ISRVM
Other	Fog Lamps
Other	USB Port for iPod/MP3 Player
Other	Bluetooth for Phone
Other	XM Radio

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan
Model Code	4GR69
Equipment Group	1SN
Volume % of Total	“***”

Other		OnStar
Other		Comfort & Convenience Pkg (PCM) - Includes Ultrasonic Rear Parking Assist (UD7); 120V Household Power Outlet (KI6); Seat, Passenger, 8-way Power (AG2); Seat, Passenger, 4-way Power Lumbar (APH)
Other
Required Options - 100%
		Sunroof (CF5)
		---------------
		---------------
		---------------
		---------------
Required Options 0% - 100%
Excluded Options - 0%
		Color GAP
Exterior Colors
GBV - Gyber Gray Metallic		10%
GAN - Quicksilver Metallic		25%
GBA - Black Metallic	*	25%
GAZ - Summit White		25%
GAO - Gold Mist Metallic		15%
GAP - Midnight Blue Metallic		NA
TOTAL		100%
Interior Colors
AFC - Ebony		50%
AFD - Cocoa/Cashmere		50%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Sedan
Model Code	4GR69
Equipment Group	1SN
Volume % of Total	“***”

TOTAL 100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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GMC Acadia

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD
Model Code	TR 14526	TR 14526	TV 14526
Equipment Group	3SB (SLE-2/SLE)	4SA (SLT-1)	4SA (SLT-1)
Volume % of Total	“***”	“***”	“***”

Standard Equipment
Engine	Engine 3.6L V6 - LLT	Engine 3.6L V6 - LLT	Engine 3.6L V6 - LLT
Transmission	Transmission, Auto 6 spd - MY9	Transmission, Auto 6 spd - MY9	Transmission, Auto 6 spd - MH6
Air Conditioning	Air Conditioning, Single Zone - C67	Air Conditioning, Tri-Zone - CJ2	Air Conditioning, Tri-Zone - CJ2
Air Conditioning, Rear	Air Conditioning, Rear Controls	Air Conditioning, Rear Controls	Air Conditioning, Rear Controls
Steering	Power Steering	Power Steering	Power Steering
Brakes	Brakes, Pwr 4Whl Disc w/ABS	Brakes, Pwr 4Whl Disc w/ABS	Brakes, Pwr 4Whl Disc w/ABS
Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel, Telescopic	Tilt Steering Wheel, Telescopic	Tilt Steering Wheel, Telescopic
Seats	Seat, 7-Pass - ABB	Seat, 7 Pass - ABB	Seat, 7 Pass - ABB
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio, AM/FM w/CD - US8	Radio, AM/FM w/CD - US8	Radio, AM/FM w/CD - US8
Wheels	Wheels, 18" Painted aluminum - PZ4	Wheels, 19" aluminum - P64	Wheels, 19" aluminum - P64
Floor Mats	Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Deluxe Cloth, Buckets Manual	Leather-Appointed, Buckets Power	Leather-Appointed, Buckets Power
Air Bags	Dual Front & Side - AY0	Dual Front & Side - AY0	Dual Front & Side - AY0
Other	Spare - No Inflation Kit	Spare - No Inflation Kit	Spare - No Inflation Kit
Other	-------------------------------	Heated Seats - KA1	Heated Seats - KA1
Other	StabiliTrak	StabiliTrak	StabiliTrak
Other	8-way power driver	8-way power driver	8-way power driver
Other	2-way power frt pass	2-way power frt pass	2-way power frt pass
Other	Blue Tooth	Blue Tooth	Blue Tooth
Other	Body Color Molding	Body Color Molding	Body Color Molding
Other	Steering Wheel with Audio Controls	Steering Wheel with Audio Controls	Steering Wheel with Audio Controls
Other	Remote Start - BTV -	Remote Start - BTV -	Remote Start - BTV -
Other	Rear Park Assist	Rear Park Assist	Rear Park Assist
Other	Rear View Camera-ISRVM	Rear View Camera-ISRVM	Rear View Camera-ISRVM
Other	Inside Rear View Mirror with Rear View Display	Inside Rear View Mirror with Rear View Display	Inside Rear View Mirror with Rear View Display
Other	Power Liftgate	Power Liftgate	Power Liftgate
Other	QD6 - Spare Tire	QD6 - Spare Tire	QD6 - Spare Tire

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD
Model Code	TR 14526	TR 14526	TV 14526
Equipment Group	3SB (SLE-2/SLE)	4SA (SLT-1)	4SA (SLT-1)
Volume % of Total	“***”	“***”	“***”

Other		Side Roof Rails	Side Roof Rails	Side Roof Rails
Other		Body Color Body Side Molding	Body Color Body Side Molding	Body Color Body Side Molding
Other		OnStar	OnStar	OnStar
Other		XM	XM	XM
Required Options - 100%
Required Options 0% - 100%		Sunroof - C3U - 30%	Sunroof - C3U - 30%	Sunroof - C3U - 30%
		-------------------------------	Entertainment System - U42 - 30%	Entertainment System - U42 - 30%
		Seats, 8 pass (2-3-3) - ABC - 30%	Seats, 8 pass (2-3-3) - ABC - 30%	Seats, 8 pass (2-3-3) - ABC - 30%
Excluded Options - 0%
		Color 51U	Color 51U	Color 51U
		Color 81U	Color 81U	Color 81U
		Color GGU	Color GGU	Color GGU
Exterior Colors
17U - Quick Silver		15%	15%	15%
40U - Summit White		NA	NA	NA
51U - Gold Mist		NA	NA	NA
58U - Carbon Black	*	25%	25%	25%
80U - Red Jewel	*	25%	25%	25%
81U - Med Brown		NA	NA	NA
98U - White Diamond	*	35%	35%	35%
GGU - Grey Green Metallic - NEW		NA	NA	NA
TOTAL		100%	100%	100%
Interior Colors
19C/192/193 - Ebony		70%	40%	40%
312/313 - Cashmere (Leather Only)		NA	30%	30%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility FWD	4 Dr Utility FWD	4 Dr Utility AWD
Model Code	TR 14526	TR 14526	TV 14526
Equipment Group	3SB (SLE-2/SLE)	4SA (SLT-1)	4SA (SLT-1)
Volume % of Total	“***”	“***”	“***”

84C/842/843 - Light Titanium	30%	30%	30%
TOTAL	100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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GMC Terrain

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility 2WD	4 Dr Utility 4WD	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	TLH26	TLK26	TLJ26	TLM26
Equipment Group	3SB (SLE-2)	3SB (SLE-2)	4SB (SLT-2)	4SB (SLT-2)
Volume % of Total	“***”	“***”	“***”	“***”

Standard Equipment
Engine	Engine 2.4L SIDI	Engine 2.4L SIDI	Engine 2.4L SIDI	Engine 2.4L SIDI
Transmission	Transmission, Auto 6 spd	Transmission, Auto 6 spd	Transmission, Auto 6 spd	Transmission, Auto 6 spd
Air Conditioning	Auto Single Zone	Auto Single Zone	Auto Single Zone	Auto Single Zone
Steering	Power Steering	Power Steering	Power Steering	Power Steering
Brakes	Brakes, Pwr 4Whl Disc w/ABS	Brakes, Pwr 4Whl Disc w/ABS	Brakes, Pwr 4Whl Disc w/ABS	Brakes, Pwr 4Whl Disc w/ABS
Windows	Power Windows	Power Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel, Telescopic	Tilt Steering Wheel, Telescopic	Tilt Steering Wheel, Telescopic	Tilt Steering Wheel, Telescopic
Seats	Seat, 5-Pass	Seat, 5-Pass	Seat, 5-Pass	Seat, 5-Pass
Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio, AM/FM w/CD/MP3/USB	Radio, AM/FM w/CD/MP3/USB	Radio, AM/FM w/CD/MP3/USB	Radio, AM/FM w/CD/MP3/USB
Wheels	Wheels, 17" aluminum	Wheels, 17" aluminum	Wheels, 18" aluminum	Wheels, 18" aluminum
Floor Mats	Floor Mats	Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Premium Cloth	Premium Cloth	Leather	Leather
Other	Power Driver Seat: 8-Way	Power Driver Seat: 8-Way	Power Driver Seat: 8-Way	Power Driver Seat: 8-Way
Other	Leather Wrapped w/ Audio	Leather Wrapped w/ Audio	Leather Wrapped w/ Audio	Leather Wrapped w/ Audio
Other	Premium Audio - Pioneer 8-Spk	Premium Audio - Pioneer 8-Spk	Premium Audio - Pioneer 8-Spk	Premium Audio - Pioneer 8-Spk
Other	---------------	---------------	Remote Start	Remote Start
Other	StabiliTrak	StabiliTrak	StabiliTrak	StabiliTrak
Other	OnStar w/ Bluetooth	OnStar w/ Bluetooth	OnStar w/ Bluetooth	OnStar w/ Bluetooth
Other	XM	XM	XM	XM
Other	Manual Liftgate	Manual Liftgate	Power Liftgate	Power Liftgate
Other	---------------	---------------	Rear Park Assist	Rear Park Assist
Other	---------------	---------------	Memory: Drivers Seat & Mirrors	Memory: Drivers Seat & Mirrors
Other	---------------	---------------	Sunroof	Sunroof
Other	---------------	---------------	Chrome Package	Chrome Package

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility 2WD	4 Dr Utility 4WD	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	TLH26	TLK26	TLJ26	TLM26
Equipment Group	3SB (SLE-2)	3SB (SLE-2)	4SB (SLT-2)	4SB (SLT-2)
Volume % of Total	“***”	“***”	“***”	“***”

Required Options - 100%	---------------	---------------	---------------	---------------
`
Required Options 0% - 100%
	3.0L V6 SIDI (Requires Q6D 18" wheels) - LFW - 30%	3.0L V6 SIDI (Requires Q6D 18" wheels) - LFW - 30%	3.0L V6 SIDI (Requires Q6D 18" wheels) - LFW - 50%	3.0L V6 SIDI (Requires Q6D 18" wheels) - LFW - 50%
Excluded Options - 0%
	Color GAO	Color GAO	Color GAO	Color GAO
	Color GHA	Color GHA	Color GHA	Color GHA
	Color GLB	Color GLB	Color GLB	Color GLB
Exterior Colors
GAN - Quicksilver Metallic	20%	25%	25%	25%
GAO - Gold Mist	NA	NA	NA	NA
GAR - Carbon Black Metallic	20%	20%	20%	20%
GBV - Cyber Gray Metallic	20%	20%	20%	20%
GAZ - Summit White - NEW	20%	15%	15%	15%
GHA - Mocha Steel Metallic	NA	NA	NA	NA
GIS - Merlot Jewel Metallic	20%	20%	20%	20%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility 2WD	4 Dr Utility 4WD	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	TLH26	TLK26	TLJ26	TLM26
Equipment Group	3SB (SLE-2)	3SB (SLE-2)	4SB (SLT-2)	4SB (SLT-2)
Volume % of Total	“***”	“***”	“***”	“***”

GLB - Sonic Blue Metallic - NEW	NA	NA	NA	NA
TOTAL	100%	100%	100%	100%
Interior Colors
AFA/AFC/AFE - Jet Black	50%	50%	45%	45%
AFB/AFD/AFF - Light Titanium	50%	50%	40%	40%
AFG - Brownstone - (Leather Only)	NA	NA	15%	15%
TOTAL	100%	100%	100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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GMC Yukon

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	TC10706	TK10706
Equipment Group	4SA (SLT)	4SA (SLT)
Volume % of Total	“***”	“***”

Standard Equipment
Engine	Engine Vortec 5.3L V8 Flex - LMG	Engine Vortec 5.3L V8 Flex - LMG
Transmission	Transmission, Automatic	Transmission, Automatic
Air Conditioning	Air Cond. Auto Tri- Zone	Air Cond. Auto Tri- Zone
Air Conditioning, Rear	Air Conditioning, Rear Aux.	Air Conditioning, Rear Aux.
Steering	Power Steering	Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS
Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seat	Seat, 6 Way Power Driver	Seat, 6 Way Power Driver
Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/6 disc CD UUIJ- single disc w/ USB & req. U42	Radio AM/FM/6 disc CD UUIJ- single disc w/ USB & req. U42
Wheels	Wheels, 18" aluminum - QF8	Wheels, 17" aluminum - N88
Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Leather Bucket	Seat, Leather Bucket
Other	STD 3 Pass 3rd Row Seat - AS3	STD 3 Pass 3rd Row Seat - AS3
Other	StabiliTrak	StabiliTrak
Other	Power Adj Pedals	Power Adj Pedals
Other	Rear Park Assist	Rear Park Assist
Other	XM	XM
Other	OnStar	OnStar
Other	Bluetooth for phone	Bluetooth for phone
Required Options - 100%
UE0/U2J - Not Available	SLT-2 Equipment Package(PCK) Includes:	SLT-2 Equipment Package(PCK) Includes:
	Full Feature Leather Buckets with Heat (10 way)-AN3	Full Feature Leather Buckets with Heat (10 way)-AN3
	Heated 2nd Row Seats - KA6	Heated 2nd Row Seats
	Power Folding Outside Mirrors with Integrated Turn Signals  - DL3	Power Folding Outside Mirrors with Integrated Turn Signals
	2nd Row - Power Release - ARS	2nd Row - Power Release

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	TC10706	TK10706
Equipment Group	4SA (SLT)	4SA (SLT)
Volume % of Total	“***”	“***”

		Power Liftgate - E61	Power Liftgate - E61
Required Options 0% - 100%
		Sunroof - CF5 - 30%	Sunroof - CF5 - 30%
		Rear Entertainment - U42 - 30%	Rear Entertainment - U42 - 30%
Excluded Options - 0%
		Color 46U	Color 46U
		Color 51U	Color 51U
		Color GGU	Color GGU
Exterior Colors
41U - Onyx Black		15%	15%
50U - Summit White		NA	NA
51U - Gold Mist Metallic		NA	NA
89U - Crystal Red Tintcoat		15%	15%
98U - White Diamond Tricoat	*	30%	30%
GHA - Mocha Steel Metallic - NEW		15%	15%
GAN -  Quicksilver Metallic		25%	25%
TOTAL		100%	100%
Interior Colors
193/196 - Ebony		35%	35%
333/336 - Light Tan		30%	30%
833/836 - Light Titanium		35%	35%
TOTAL		100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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GMC Yukon XL

2012MY Repurchase Rental Minimum Equipment (VN9)

Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	TC10906	TK10906
Equipment Group	4SA (SLT)	4SA (SLT)
Volume % of Total	“***”	“***”

Standard Equipment
Engine	Engine Vortec 5.3L V8 Flex - LMG	Engine Vortec 5.3L V8 Flex - LMG
Transmission	Transmission, Automatic	Transmission, Automatic
Air Conditioning	Air Cond. Auto Tri- Zone	Air Cond. Auto Tri- Zone
Air Conditioning, Rear	Air Conditioning, Rear Aux	Air Conditioning, Rear Aux
Steering	Power Steering	Power Steering
Brakes	Brakes, Power 4Whl Disc w/ ABS	Brakes, Power 4Whl Disc w/ ABS
Windows	Power Windows	Power Windows
Door Locks	Pwr Locks w/Keyless Ent.	Pwr Locks w/Keyless Ent.
Cruise Control	Cruise Control	Cruise Control
Tilt Wheel	Tilt Steering Wheel	Tilt Steering Wheel
Seat	Seat, 6 Way Power Driver	Seat, 6 Way Power Driver
Rear Defogger	Rear Defogger	Rear Defogger
Radio	Radio AM/FM/6 disc CD UUIJ- single disc w/ USB & req. U42	Radio AM/FM/6 disc CD UUIJ- single disc w/ USB & req. U42
Wheels	Wheels, 17" aluminum - N88	Wheels, 17" aluminum - N88
Floor Mats	Floor Mats	Floor Mats
Seat Trim/Style	Seat, Leather Bucket - A95	Seat, Leather Bucket - A96
Air Bags	Dual Front & Side	Dual Front & Side
Other	STD 3 Pass 3rd Row Seat - AS3	STD 3 Pass 3rd Row Seat - AS3
Other	StabiliTrak	StabiliTrak
Other	Power Adj Pedals	Power Adj Pedals
Other	Rear Park Assist	Rear Park Assist
Other	XM	XM
Other	OnStar	OnStar
	Bluetooth for phone	Bluetooth for phone
Required Options - 100%
UE0/U2J - Not Available
	SLT-2 Equipment Package(PCK) Includes:	SLT-2 Equipment Package(PCK) Includes:
	Full Feature Leather Buckets with Heat (10 way)-AN3	Full Feature Leather Buckets with Heat (10 way)-AN3
	Heated 2nd Row Seats - KA6	Heated 2nd Row Seats - KA6
	Power Folding Outside Mirrors with Integrated Turn Signals  - DL3	Power Folding Outside Mirrors with Integrated Turn Signals  - DL3

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Model	4 Dr Utility 2WD	4 Dr Utility 4WD
Model Code	TC10906	TK10906
Equipment Group	4SA (SLT)	4SA (SLT)
Volume % of Total	“***”	“***”

		2nd Row - Power Release - ARS	2nd Row - Power Release - ARS
		Power Liftgate - E61	Power Liftgate - E61
Required Options 0% - 100%
		Sunroof - CF5 - 30%	Sunroof - CF5 - 30%
		Rear Entertainment - U42 - 30%	Rear Entertainment - U42 - 30%
Excluded Options - 0%
		Color 46U	Color 46U
		Color 51U	Color 51U
		Color GGU	Color GGU
Exterior Colors
41U - Onyx Black		15%	15%
50U - Summit White		NA	NA
51U - Gold Mist Metallic		NA	NA
89U - Crystal Red Tintcoat		15%	15%
98U - White Diamond Tricoat	*	30%	30%
GHA - Mocha Steel Metallic - NEW		15%	15%
GAN -  Quicksilver Metallic		25%	25%
TOTAL		100%	100%
Interior Colors
193/196 - Ebony		35%	35%
333/336 - Light Tan		30%	30%
833/836 - Light Titanium		35%	35%
TOTAL		100%	100%

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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Attachment 1B

December 22, 2010

To: All Daily Rental Companies and Inspection Providers

Re:           2011 CY Rental Return Program Guidelines

                      Implementation Date: January 3, 2011

General Motors is pleased to announce the 2011 CY Rental Return Program Guidelines.  Please note the changes and additions from the 2010 Guidelines are shown in bold print in the guideline document.

The 2011 Rental Return Program Guidelines feature an increase in the Damage Deductible amount from $400 to $450.  A summary of the changes and clarifications are as follows:

NEW ITEMS AND CHANGES

·   Damage deductible amount changed from $400 to $450.

·   A clarification of MET charges for integral Keyless Remote and key on page 13.

·   MET Codes were removed for 13 inch tires and non-electronic ignition and trunk keys.

·   The GM Holiday section and Vehicle Categories are updated for 2011.

·   There are numerous address changes for turn back yards that are shown in red print to aid in identifing these changes located in Exhibit E.  These changes have all been previously communicated via bulletin.

·   Excessive hail damage inspection process has been added to Paintless Dent Removal in Exhibit B.

·   The tire replacement chart will be sent as soon as it is available in early 2011.

Many of these revisions to the return program guidelines are a result of rental customer input, competitive analysis and lessons learned from customer / GM site visits during the 2010 calendar year.  Through these continuous improvements, our customers will experience superior value and fairness in the 2011 CY General Motors Rental Return Program.

If there are any questions, please contact your lead representative in General Motors Remarketing.

Tom Martin	Avis / Budget and Licensees / SGS	313-667-6434
Sandy Grinsell	Enterprise / Vanguard Car Rental / Hertz /	313-667-6437
	and Licensees
Audre Walls	Independent Rental accounts / CT Axis / Inviso	313-667-6444

John Pruse

Manager, Rental Customer Support and Inspection Development

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

GENERAL MOTORS 2011 CALENDAR YEAR

DAILY RENTAL ACQUISITION PROGRAM

TURN-IN STANDARDS and PROCEDURES

Effective for all vehicles inspected and accepted on or after January 3, 2011

Table of Contents                                                                                                                  Page

I.   General Condition Standards ……………………………………………….……...…….....   2

A.   Vehicle Return Requirements …………………………………………………….   2

B.   Title, Registration, Tax, VIN Plate ………………………………………………..  3

C.   Vehicle Damage and Disclosure…………….……………………………………..      3

D.   Damage Allowance, Existing Damage, Previous Repairs …………………..  4

E.   Vehicle Maintenance ……………………………………………………………….      5

II.   Normal Wear and Tear ………………………………………………………………............       5

A.   Glossary                             ……………………………………………………………    5

B.   Sheet Metal and Paint …………………………………………………...................      5

C.   Convertible Tops …………………………………………………………….……… .  6

D.   Front and Rear Bumpers …………………………………………………………..  7

E.   Tires …………………………………………………………………………….........      9

F.   Wheels, Covers and Aluminum Wheels ……………………………………....... .   10

G.   Vehicle Lighting                                        ………………………………………… … 11

H.   Interior Soft Trim and Carpets …………………………………………………..  11

I.   Carpet Retainers / Sill Plates ………………………………………………………    11

J.   Vehicle Glass ………………………………………………………………………..    11

III.   Original Equipment, Aftermarket Equipment and Accessories …………………………..   12

IV.   Missing Equipment Program (MET) …………………………………………..………...      12

V.   Vehicle Integrity ………………………………………………………………………............    13

VI.   Litigation Liability ……………………………………………………………………………...      14

VII.   General Turn-In Procedures …………………………………………………………………   14

A.   Forecast ……………………………………………………………………………..    14

B.   Delivery …………………………………………………………………..................    14

C.   Inspection ……………………………………………………………………………  14

D.   Reviews ………………………………………………………………………… 15

E.   Acceptance …………………………………………………………………………..  15

F.   Standard Program Payments………………………………………...................         15

G.   Rejects ……………………………………………………………………………….   16

H.   Other ……………………………………………………………………..................     16

VIII.   Permanently Rejected Vehicles ……………………………………………………………..         17

IX.   Miscellaneous Items ………………………………………………………………………….  17

A.   General Return Facility Guideline …………………………………………………   17

B.   Holidays …………………………………………………………………………17

C.   Contact Information …………………………………………………….................     18

X.   Exhibits

A.   Vehicle Categories…………………………………………..………….……….19

B.   PDR Process and Limitations …………………............................................    20

C.   MET Program Price List/ Misc. MET Item …………………………………     22

D.   Mid – Rail and Engine Cradle Damage Definitions..…………………………... 25

E.   GM Authorized Return Locations  ……………………....................................26

F.   GM Approved 2008 Replacement Tire Tables  …………………………………     30

G.   MET Tire Program  ………………………………..………………………………..     31

H.   GM Windshield Glass Manufacturers …………..…………………………………  32

I.   Title Shipping and Handling Procedure …………………………………………..   33

J.   Aluminum Wheel Repair ……………………………………….…………………..    34

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The interpretation of these Guidelines is solely the discretion of General Motors LLC (or”(GM”).

I.   GENERAL CONDITION STANDARDS

A.   Vehicle Return Requirements

1.   Vehicle must be returned washed and vacuumed.  Vehicles with dirty interiors including newspapers, cups and other trash will be charged a $35 Dirty Interior MET Fee.

a.   The dirty interior charge will be used when the interior of the vehicle is littered with trash.  Excessive trash in the vehicle such as cups, bottles, newspapers, food bags, roadmaps, etc., that would hinder interior inspection would generate a $35.00 dirty interior MET charge.

b.   One of the following items will be allowed at no charge, 1) gum wrapper 2) plastic bottle / bottle cap 3) straw or straw wrapper.

c.   General Motors’ expectation of a vehicle’s condition, when returned by the rental company, is that it will be in the same condition as it is when provided to a rental customer.

2.   Vehicles with an exterior that is too dirty to inspect will be gate released to the rental account for washing.  When the vehicle is returned and inspected a $75.00 re-inspection fee will be charged.

3.   Vehicles must have a minimum ¼ tank of gasoline with the exception of Hawaii vehicles, which cannot exceed a ¼ tank of gasoline.

4.   Emission labels are required to be in place and legible on all vehicles returned to General Motors.  Vehicles without an emission label will be Currently Ineligible and gate released to the rental account.  A $75.00 re-inspection fee will be charged when the vehicle is corrected and returned.

5.   Vehicles must have two (2) sets of keys, all owner manuals, floor mats, and programmed keyless remotes/key fobs and all other remotes, included as original equipment.

6.   General Motors vehicles store the vehicle mileage in one of two locations, either the vehicle’s Instrument Cluster or the Body Control Module, BCM.  Vehicles with the mileage stored in the BCM can be restored using the Tech 2 scan tool and a code supplied by GM Techline, refer to the appropriate GM Shop Manual for complete instructions.  Rental accounts with General Motors Warranty In-shop facilities may be able to restore the mileage after a BCM replacement with the proper training and tools.  For vehicles with the mileage stored in the Instrument Cluster, the mileage will be restored by the AC Delco Service Center prior to returning the cluster to the customer.  Vehicle mileage restoration MUST be done at the time of the repair as the stored information must be recovered and transferred to the new / replacement part.  If any of the above repairs cannot be properly completed by the rental account’s service department, the vehicle must be taken to the appropriate GM dealer for repairs.  Vehicles with 0 mileage or a mileage statement will no longer be accepted for return to General Motors.

7.   A vehicle must comply with all aspects of the applicable program parameters or it is not eligible for return.

8.   Each vehicle shall be in sound mechanical and electrical operating condition.  Repair of these items must be made prior to turn-in or the vehicle will be rejected.

9.   All warranty and campaign claims should be completed prior to returning the vehicle to General Motors.  Failure to complete warranty and/or campaign claims may render the vehicle Currently Ineligible.  A $75.00 re-inspection fee will be charged when the vehicle is returned.  Repair of existing body damage is not required for vehicles released for warranty, mechanical or campaign repairs.

10.   Any vehicle equipped with supplemental inflatable restraints (S.I.R.) including driver, passenger or side airbags that have been deployed, missing or otherwise disconnected, must be replaced with the approved OEM replacement and must meet GM standards prior to turn-in.

B.   Title, Registration, Tax, VIN Plate

2

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1.   A vehicle submitted with a COV (Certificate of Origin for a Vehicle) or a branded title, is not eligible for return.

2.   All vehicles must have a valid and current registration, at the time of acceptance.  State and local taxes must be paid prior to turn-back. The Daily Rental Company must comply with State regulations pertaining to proof of payment for State and local taxes.

3.   Titles for all turn-in vehicles for the Daily Rental Companies must be received by the SGS Title Center within three (3) business days of vehicle turn-in to the address shown below.  The vehicle turn-in date is considered the first day.  See Exhibit I for detailed title shipping instructions.

SGS Title Center

9805-C North Cross Center Court

Huntersville, NC 28078

Phone:   704-997-1082

FAX:       704-997-1090

4.   The Daily Rental Company must remove each vehicle at an auction or turn-in site if the title for such vehicle is not received within 30 days of the turn-in date.  The vehicle will be Currently Ineligible and will be assessed a re-inspection fee if / when it is returned.

5.   The vehicle’s Vehicle Identification Number Plate (VIN) must be completely readable and properly attached to the dash panel.  Any obstruction causing a portion of the plate to be covered is not acceptable.

6.   The plate must be flush and secure with the rivets intact and tight.

7.   The plate cannot be bent, cracked or torn and the rivets cannot be damaged in any manner.

8.   Bent or loose VIN plates cannot be repaired or replaced.  General Motors cannot replace a VIN plate or the rivets used to attach it to the dash panel.

9.   VIN plates not meeting these criteria will render the vehicle Permanently Ineligible for this Program.

C.   Vehicle Damage and Disclosure Requirements

1.   The GM Disclosure Policy mandates that all prior damage and repairs must be electronically disclosed prior to turn back, excluding warranty repairs performed by the Daily Rental Company or a GM Dealer.

2.   The electronic disclosure must be checked in the appropriate box (Yes or No), confirming     or denying previous damage.  Failure to disclose previous damage at turn-in will be grounds for rejecting the vehicle.

3.   Collision damage must be disclosed and be supported by repair orders, if requested by the inspection provider on behalf of General Motors.

4.   Repair orders must accurately reflect all work performed and include all associated repair costs.

5.   The inspection provider, on General Motors behalf, will request a Repair Order when:

a.   Previous repaired damage noted during the inspection does not agree with the disclosure.

b.   The dollar amount disclosed appears too high or low based on the visual inspection.

c.   The disclosed damage areas and the disclosed repair amount appear significantly out of line.

d.   There should be no other arbitrary rule or guideline, such as any damage over $XXX amount or with damage to X number of body panels used as a basis for requesting R.O.’s.

6.   Requested repair orders must be received by the inspection provider within two business days of the request for the rental account to maintain their original turn in date.  Requested repair orders not received by the inspection provider within seven (7) business days will cause the vehicle to be deemed Currently Ineligible and must be gate released and removed from the yard until the repair order is available.  A $75.00 re-inspection fee will be charged when the vehicle is returned with the requested repair order.

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D.   Damage Allowance, Existing Damage and Previous

1. GM will absorb the cost of repairs on those vehicles returned with $450 or less existing damage.

2.   GM will charge the Daily Rental Company for current damage in excess of the $450 damage allowance plus a service fee. The service fee will be applied as follows:

AMOUNT IN EXCESS OF $450	SERVICE FEE
$0 TO $99.99	EQUAL TO AMOUNT OVER $450
$100.00 TO $1,099.99	$100
$1,100.00 TO $1,599.99	$200

3.   Vehicles with existing damage exceeding $2,000 are not currently eligible for return.

4.   Prior repairs cannot exceed $2,250 for Category 1 vehicles, $2,750 for Category 2 vehicles, $3,250 for Category 3 vehicles and $4,250 for Category 4 vehicles.  These amounts exclude costs related to vehicle glass, tires, wheels, wheel covers, Supplemental Inflatable Restraint (SIR) system components, “Loss of use” and towing charges.Vehicles exceeding these maximums are not eligible for turn-in.  See Exhibit A - Vehicle Categories / Prior Repair Limits.

5.   Vehicles with "Poor Prior Repairs" of $700 or less, GM will accept the vehicle and charge the estimated repair cost to the Daily Rental Company under the MET program.  Vehicles with “Poor Prior Repairs” exceeding $700 will be considered “Currently ineligible” and released to the Daily Rental Company.

6.   If a vehicle is identified as “currently ineligible” as a result of a mechanical, warranty / campaign, unacceptable glass or mis-matched tires, etc. GM will allow the unit to be gate released, repaired for these reasons only, and returned for acceptance consideration. If the returned vehicle has had partial repairs on any chargeable damage identified when it was originally inspected, the entire vehicle must be repaired to no more than $100 in chargeable current damage. A $75 Re-inspection Fee will apply.

7.   Missing equipment will not be included as part of the chargeable damage allowance, but will be charged per the Missing Equipment Program (MET, refer to Section IV).

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E.    Vehicle Maintenance

1.   Vehicles must be maintained as described in the Vehicle Owners Manual. Failure to comply will result in permanent rejection of the vehicle.  The repair/replacement of an engine or transmission that is due to non-compliance of vehicle maintenance will render the vehicle permanently ineligible.

II.   NORMAL WEAR AND TEAR

Listed below is the nomenclature commonly used to describe degree of damage in inspection reporting.

A.   GLOSSARY OF TERMS – “General Description”

1.   Abrasion – A lightly scratched or worn area of the finish, either paint, clear coat, or chrome, that does not penetrate to the base material of the part or panel.

2.   Chip – Confined area where paint has been removed from the surface, usually not larger than 1/8 inch, for purposes of these return guidelines.

3.   Dent – A depression of any size in the panel material whether metal, composite, or other, with or without paint damage.

4.   Ding – A small dent an inch or less in diameter with or without paint damage.

5.   Gouge – An area where the damage has penetrated the finish and removed a portion of the base material of the part or panel.

6.   Scratch – A cut in the surface, of any material, that may or may not penetrate the finish.

7.   Scuff – A worn or rough spot that is deep enough to disturb the base material of the part or panel but does not remove any base material.

B.   SHEET METAL AND PAINT

The following are acceptable return conditions and applicable charges.  For Paintless Dent Removal (PDR) criteria see Exhibit B.

1.   Maximum of two dents per panel that are individually no larger than one (1) inch in diameter, does not break the paint, and qualifies for Paintless Dent Removal (PDR) are non-chargeable.

2.   Scratches in the clear coat that do not penetrate to the color coat, and do not catch a finger nail, are non-chargeable.

3.   Chips to door, hood or deck lid edges that do not reach flat panel surfaces are non-chargeable.

4.   An appearance fee and PDR may be used on the same panel.

5.   One dent that qualifies for PDR that contains one chip inside the dent.   The chip must be no larger than one-eighth (1/8) inch in diameter and cannot exhibit any spider cracks around the chip.  This damage would be charged $50 for the PDR and $20 Appearance Charge for the chip, totaling $70.00.

6.   ALL PANELS EXCEPT HOOD

a.   One to three chips, individually no larger than one-eighth (1/8) inch in diameter are no charge.

b.   Four to six chips per panel will be charged the $20 appearance charge.

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c.   Over six chips per panel will require a minimum of a panel refinish.

7.   HOOD PANEL

a.   Maximum of six chips to the leading edge (first 5 inches) of the hood, individually no larger than one-eighth (1/8) inch in diameter, and / or up to three chips on the remainder of the hood at no charge.

b.   Up to 10 chips in the leading edge of the hood and / or up to six chips on the remainder of the hood will be charged a $40 appearance charge.

c.   Over ten chips in the leading edge of the Hood and / or over six chips on the remainder of the Hood will require a minimum of a hood panel refinish.

d.   Scratches that individually do not exceed ¼ inch in length may be used in any combination with chips but not to exceed the quantities shown above.

HOOD PANEL CONDITIONS

HOOD – LEADING EDGE, FIRST 5”	HOOD – ALL BUT LEADING EDGE	CHARGES
Maximum of 6 chips / scratches	Maximum of 3 chips / scratches	Non-Chargeable
Maximum of 10 chips / scratches	Maximum of 6 chips / scratches.	$40.00 Appearance fee
Greater than 10 chips / scratches	Greater than 6 chips / scratches	Hood Panel Refinish

See B. Sheet Metal and Paint above for additional details.

8.   Chips and scratches, that exceed the guidelines outlined above, will be charged for Panel Refinish.

9.   Vehicles with damage confined to either the upper or lower half of a panel may qualify for a partial panel repair.  A partial panel repair can only be considered when there is a clean break between the upper and lower portion of the panel.  A clean break is defined as a body side molding, cladding, etc. that runs from one end of the panel to the other with no gaps at either end.  Body lines are not a clean break and partial panel repair does not apply.

10.   A partial Deck Lid / Lift gate repair has been added for an area below a molding that goes from end to end on the Deck Lid or Lift gate.  An example would be the Chevrolet Impala with an area of approximately 2 inches below the Deck Lid Molding.  This is not a spot repair and cannot be used above the molding.

11.   The floor of a pick-up truck box is considered one panel and is covered by the above guideline of two dents per panel no larger than (1) inch that does not break the paint.  One dent to each wheelhouse no larger than (1) inch, that does not break the paint, is acceptable.  Paintless Dent Removal cannot be used on the floor or wheelhouse of a pick-up truck.

C.   CONVERTIBLE TOPS

The following are acceptable return conditions with regard to convertible tops:

1.   Stains that can be removed by normal reconditioning.

2.   Abrasions that are not visually offensive.

3.   Top structure must be operational and not damaged.

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D.   FRONT AND REAR BUMPERS

Bumpers will be inspected from a standing position.

The following are acceptable return conditions with regard to front and rear soft painted bumper fascia and textured bumpers:

1.   A maximum of two dents, no larger than one inch that do not break the paint are no charge. Dents that encroach on the edges of the license plate pocket and impressions of screw heads would continue to be chargeable damage.

2.   Maximum of two scratches per bumper that are no longer than two (2) inches and no wider than ¼ inch or, one scratch no longer than four (4) inches and no wider than ¼ inch that penetrates the color coat, exposing the black bumper material, but not penetrating the black bumper material requiring filler are non-chargeable.

3.   Minor indentations in the rear bumper cover, directly below the trunk opening, without paint damage are non-chargeable.

4.   An appearance charge of $20 will be assessed for minor chipping along the edge of the rear bumper below the deck lid / lift gate that does not remove the base material.  This would be damage from dragging items from the trunk across the top of the bumper.

5.   On bumper covers with no other damage, one to three chips 1/8 inch or less per bumper cover are no charge.  Four to six chips 1/8 inch or less per bumper cover charged for $20 appearance fee.  Over six chips per bumper cover will require a minimum of a partial bumper repair.  Scratches that individually do not exceed ¼ inch in length may be used in any combination with chips but not to exceed the quantities shown above.

See #4 above for additional details

See #3 above for additional details.

[Graphic Omitted]

BUMPER CONDITIONS

FRONT OR REAR BUMPER FASCIA	CHARGES
A maximum of two dents, no larger than one inch that do not break the paint	Non-Chargeable
Maximum of two scratches per bumper no longer than 2” and no wider than ¼”  or, one scratch no longer than 4” and no wider than ¼ inch	Non-Chargeable

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Minor indentations in the rear bumper cover, directly below the trunk opening, without paint damage	Non-Chargeable
An appearance charge will be assessed for minor chipping along the edge of the rear bumper below the deck lid / lift gate that does not remove the base material	$20.00 Appearance Fee
BUMPER COVERS WITH NO OTHER DAMAGE
Maximum of 3 chips / scratches per bumper	Non-Chargeable
Maximum of 6 chips / scratches per bumper	$20.00 Appearance Fee
Greater than 6 chips / scratches per bumper	Minimum Partial Bumper Repair

See D. (Front and Rear Bumpers) above for additional details.

6.   The front and rear bumper fascia may be mis-aligned due to a low impact collision.  A charge of $50.00 has been added for the front and rear bumper to re-attach any disconnected fasteners and align the bumper fascia when no other damage is present.  This repair cannot be used for a poor previously repaired bumper, only minor misalignments without paint damage.

7.   Damage on the underside of the bumper, observed during the undercarriage inspection, other than breakage, will not be chargeable.  Cracked or broken bumpers, regardless of location, will remain chargeable as a repair or replacement.

8.   Partial bumper repairs may be charged using the following criteria for either painted or textured bumpers:

a.   A partial bumper repair can be performed on a rolling third or 33% of the bumper.  The damage can be anywhere on the bumper as long as it is confined to an area equal to a continuous third of the bumper’s length.

b.   Partial bumper repairs cannot be used for vehicles utilizing paints commonly referred to as pearl or tri-color due to color matching concerns.

c.   The $20 appearance fee may be used on bumpers in conjunction with a partial bumper repair if the damage is located on different areas of the bumper. (Example) The partial bumper charge can be assessed for damage to the center of the bumper and an appearance fee for minor chips on the left end of the bumper eliminating the need to charge for a full refinish.

9.   Cracked or punctured bumper fascia’s will be charged a minimum partial bumper repair fee of $125.00 for painted bumpers and $175.00 for textured bumpers per the parameters below.

a.   Crack(s) in the bumper, not exceeding a total combined length of four (4) inches in total, or a puncture not exceeding the diameter of a U.S. quarter.

b.   A  maximum of two dents, individually not exceeding two (2) inches in diameter and confined to 1/3 of the bumper area.

10.   Bumpers that are both painted and textured or two tone will be treated as separate chargeable bumpers and charged the full repair amount for each panel if the damage follows the above guidelines.

11.   License plate screw holes in the front bumper cover used to attach the license plate to the bumper, without the proper bracket, will be charged a minimum of a partial bumper repair at $125.00.

12.   Metal bumpers, either painted or chrome.

a.   A maximum of two scratches or chips per bumper that are no longer than two (2) inches and no wider than ¼ inch or, one scratch no longer than four (4) inches and no wider than ¼ inch that penetrates the color coat, that would not require filler are acceptable at no charge.

b.   A maximum of two (2) dents that are individually no larger than one (1) inch in diameter and do not damage the paint or chrome will be charged $100.00.

c.   Damage exceeding the above criteria will be charged for a bumper replacement including damage that removes any chrome plating on a metal bumper.

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E. TIRES

The following are acceptable conditions regarding all tires including full size spare tires which must meet the same inspection criteria as a road tire:

The space saver spare tire used on most General Motors vehicles does not fall into the same criteria as the four road tires.  The space saver spare must be in the vehicle, inflated and undamaged.  The minimum 5/32 inch tread depth requirement does not apply.  They also may not be the same make as the road tires.

1.   All tires must have 5/32 inch or better original tread across all primary tread grooves without any exposed belts.  All tires must match by size, make and type.

2.   Only GM original equipment tires or GM approved replacement tires are acceptable.  Refer to Exhibit F - GM Approved 2009 Replacement Tire Table.

3.   When the replacement tire shown in Exhibit F is not available the first step should be to contact the tire manufacturer through their Customer Assistance phone number.  This information is located in the Tire Warranty Book included with the vehicle’s warranty information.  If the replacement tire cannot be located a replacement exhibiting the same TPC code as the original tire may be used, however, all tires must match by size, make and type.

4.   Tires without a TPC rating or when another manufacturer cannot supply the same TPC rated tire, any other OE supplier shown on Exhibit F can be used as long as the tire matches the original by size, load rating and speed rating.  The same rule as above will apply, all four tires must match by size, make and type.

5.   Tires with mushroom-type plugs, installed from the inside out, in the tread only, are acceptable.   All other plugs / patches are not acceptable.  General Motors reserves the right to charge the Daily Rental Company via the MET Tire Program for any unacceptable plugged tire found and replaced prior to the sale of the vehicle, with no right to review.

6.   Exhibit G - MET Tire Program, provides details for tire replacement under the MET program.  This program is available to Daily Rental Companies at their discretion.

Non Measureable Sipe Tread

[Graphic Omitted]

Measureable Tread Grooves Must be a Minimum of 5/32”.

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F  WHEELS, COVERS AND ALUMINUM WHEELS

Refer to Exhibit J for GM approved wheel repairs.

Wheel description and nomenclature

1.   Stamped Steel Wheel – A base wheel usually painted black which utilizes a hub cap or wheel cover.

2.   Aluminum / Alloy Wheel – A wheel made of aluminum or aluminum alloy.  These wheels are typically coated with either, 1) clear coat 2) paint with or without clear coat 3) polished and clear coated or 4) chrome plated.

The following are acceptable return conditions for aluminum / alloy wheels, stamped steel wheels, and wheel covers with any appropriate charges.  See Exhibit J. for additional information:

1.   Description of non-chargeable conditions.

a.   The face of the wheel cover or wheel may have a maximum of two (2) light scratches or scuffs to the surface not penetrating through to the base material that are no longer than 1 1/2 inches and no wider then 1/4 inch.

b.   Light scratches or scuffs within one inch of the outside edge of the wheel or wheel cover are acceptable, provided they do not, in total, exceed one-third (1/3) the circumference of the wheel.

2.   A $50 MET Appearance Charge will be assessed for abrasions and scratches, exceeding those outlined in number one above, that do not remove material or distort the outer edge of the wheel.

a.   Damage must be limited to the outer one (1) inch of the edge of an Aluminum or Alloy wheel that can be removed with light sanding.

b.   The damage cannot, in total, cover more than 25% of the wheel’s rim area.

3.   Scratches, scuffs or gouges that remove material or distort the outer edge of the wheel can be repaired.  The following prices apply to aluminum, alloy and chrome plated steel wheels as shown in Exhibit J.

a.   All car and truck aluminum / alloy with clear coat or painted surface $165.00,

b.   All car and truck chrome plated aluminum / alloy or steel $205.00.

c.   All car and truck brightly polished aluminum $235.00.

4.   Gouges of the base material in the center or spoke area of the aluminum / alloy wheel are not repairable and must be charged for a replacement.

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G.VEHICLE LIGHTING

The following are acceptable return conditions with regard to vehicle lighting:

1.   All lights/lamps must be operational.  (Front, Rear, Side and Interior)

H. INTERIOR SOFT TRIM AND CARPETS

The following are acceptable return conditions with regard to interior soft trim and carpets:

1.   All stains which can be removed by normal reconditioning are non-chargeable.

2.   Maximum of one (1) burn that is not larger than one-quarter (1/4) inch in diameter and not through the backing material is non-chargeable.

3.   For tears or cuts in leather, vinyl or cloth, on soft interior trim panels, the following damage charges will apply.

a.   $100.00 for tears or cuts not longer than two inches in leather or vinyl.

b.   $70.00 for tears or cuts not longer than two inches in plain cloth, with no pattern.

c.   For tears or cuts up to four inches the damage charge is $125.00 for leather or vinyl and $90.00 for plain cloth, with no pattern.

d.   The above repairs cannot be utilized if the damage crosses a seam in the material.

e.   Damage exceeding the above criteria will require a trim panel part replacement.

4.   Carpet stains that require bleaching and dying of the carpet will be charged $65 per section, ie. right front, left front, etc.

5.   Torn or punctured carpet may be repaired using the following pricing:

a.   $50 charge for a puncture not exceeding ¾ inch in diameter.

b.   $125 charge for a tear not exceeding two (2) inches in length.

6.   Damage exceeding the above defined conditions, in number 4 and 5 above,will require carpet replacement.

I.   CARPET RETAINERS/ SILL PLATES

The following are acceptable return conditions with regard to carpet retainers/sill plates:

1.   Carpet retainers and sill plates must be in place.

2.   Minor surface scuffs/scratches are acceptable.

J.   VEHICLE GLASS

1.   The following are acceptable return conditions with regard to rear windows, side / door windows, and any stationary glass:

a.   Minor pinpoint chips or vertical scratches in the side / door glass will be acceptable and noted in the non-chargeable portion of the AD006.

b.   Minor pinpoint chips to any stationary or rear glass is acceptable as a non-chargeable condition.

c.   Any damage more severe than stated above will render the vehicle Currently Ineligible and must be released to the rental account for repair.

Only windshields can be charged as a MET Program charge or part replacement.  Door, side and rear windows cannot be charged as current damage and must be considered Currently Ineligible and released to the rental account for repair.  A $75.00 Re-inspection Fee will be charged upon the vehicle’s return.

2.   Windshield

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a.   Pinpoint chips are non-chargeable providing the glass is not sandblasted.  Sandblasted glass is defined as a series of pinpoint chips in a concentrated area.

b.   Four (4) chips (without legs) from one-eighth (1/8) inch not to exceed three sixteenth (3/16) inch are non-chargeable providing no more than two (2) chips reside in the driver's side wiper area.

c.   Chips (without legs) one-eighth (1/8) inch or less located within one (1) inch inbound from the "Frit Band" (windshield outer perimeter darkened area) are non-chargeable.

d.   General Motors will not accept glass that has been repaired.  Only OEM glass is acceptable (see Exhibit H: GM Windshield Glass Manufacturers.)

e.   Damaged windshields may be replaced under the terms of the MET program.

3.   General Motors reserves the right to charge the Daily Rental Company $220 for each windshield replaced at auction prior to sale of vehicle where previously written as “chipped no charge”, with no right to review.

III.       ORIGINAL EQUIPMENT, AFTERMARKET EQUIMENT AND ACCESSORIES

A.   Original Equipment - All original equipment and accessories noted on the factory invoice must be on the vehicle.  All missing parts (such as body side moldings, wheel covers, trunk mat, spare tire, correct rear van seats, jack and wheel wrench) are to be replaced prior to return and must be original GM equipment.  All OEM options and accessories must be installed on the vehicle prior to being placed in daily rental service.

B.   After-Market Equipment - Any after-market parts or accessories i.e. GPS / navigational systems, pick-up truck bed liners, running boards, etc. installed by the rental account or their agent must have prior  GM Remarketing approval prior to installation.  Drilling, electrical modifications, etc. without prior approval will render the vehicle permanently ineligible.  Pick-up truck bed liners, running boards, etc. must be left on the vehicle at turn back.

IV.           MISSING EQUIPMENT PROGRAM (MET)

A.   The Missing Equipment Program (MET) is designed to expedite turn-in by allowing the Daily Rental Company to pay for select missing parts or accessories as determined by GM Remarketing (refer to Exhibit C), as opposed to the Daily Rental Company replacing the part or accessories.  MET items will be deducted from the repurchase payment to the  Daily Rental Company.  MET items will not be included as part of the $450 chargeable damage allowance (Refer to Section I-D, Damage Allowance).

B.   Vehicles turned in with one or all the mats missing, on vehicles so equipped, will be assessed a MET charge for missing mats or for the set if none are returned with the vehicle.  All vehicles will be assessed the appropriate MET fee for any missing floor mats.  Floor mats are required per the “Minimum Equipment Requirements”,

C.   Keyless remote / key fobs must be operational.  Key fobs that are not functional will be charged $30.00 for re-programming.  Missing key fobs will be assessed the programming fee, which is included in the Met fee for the missing key fob(s).  Missing keys utilizing an integral Keyless Remote  and key will be charged the Keyless Remote MET charge as they are not serviced separately.

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V.           VEHICLE INTEGRITY

A.   Damage which compromises the integrity of the vehicle, repaired or not, will be grounds for rejecting the vehicle as a permanent reject.  Minor damage that has not been repaired (i.e., small dents, scrapes, or scratches) which does not compromise the structural integrity of the vehicle is acceptable on the following components:

1.   Floor Panel / Trunk Floor

2.   Mid – Rail Assembly  (See Exhibit D)

3.   Outer Rocker Panels / Pinch Welds

4.   Frame Rails / Rail Extensions

5.   Sub-Frame Assemblies (Engine Cradles) (See Exhibit D)

B.   Total time for Frame Set-up and Measure of 2.0 hours or less and 1.5 hours or less for any cosmetic repairs is acceptable, on the following components, provided there is no structural damage and the repairs meet GM standards:

1.   Frame Rail / Rail Extensions

2.   Apron / Upper Reinforcements

3.   Cowl Panel

4.   Hinge / Windshield "A" Pillar

5.   Center / "B" Pillar

C.   The cosmetic repair time shown above is just that, cosmetic.  This may include aligning the ends of the frame rails to align the bumper, etc.  Pulling or sectioning frame rails, doorframes, and pillars are not acceptable repairs for rental vehicles being turned back to General Motors.  A cosmetic repair to frame rails does not include adding body filler / Bondo.  This practice will permanently reject the vehicle.

D.   Repaired damage or replacement of the following components is acceptable:

1.   Radiator Core Support

2.   Frame Rail Extensions

3.   Engine Sub-Frame

4.   Outer Rocker Panel

5.   Rear Body Panel

6.   Quarter Panel (Proper Sectioning is Acceptable)

7.   Roof (Repair only, no repair to the Roof Rails)

E.   Vehicles with misaligned door(s) exhibiting any of the following conditions must be considered currently ineligible (CI) due to the difficulty in determining the cause of the misalignment and or appropriate repair charges:

1.   The door “ramps up” on the lock striker when closing but may be aligned when closed and latched.

2.   The door contacts any part of the door opening or door frame.

3.   Any contact with surrounding panels.

4.   When previous repairs involving the misaligned door are observed, the misalignment must be considered a poor previous repair and released to the rental account for correction.

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VI.           LITIGATION LIABILITY

Non-disclosure of damages or the use of non-GM OEM parts by the Daily Rental Company may result, at GM's discretion, in the Daily Rental Company being named as a participant in any litigation brought against GM.  If a Daily Rental Company attempts to return vehicles with non-disclosed damage, or purposely conceal prior repairs, it will result in GM refusing to accept additional vehicles for turn-back.

VII.   GENERAL TURN-IN PROCEDURES

A.   FORECAST

1.   At least 30 days prior to vehicle turn-in, the GM Remarketing Department is to be notified, in writing (E-mail) by the Corporate Office of the Daily Rental Company of the following:

a.   Turn-in location

b.   Quantity

Please E-mail this forecast to your Account Representative.  E-mail address can be found in Section IX-C.

2.   Two weeks prior to turn-in, the Daily Rental Company is to advise the GM approved turn-in location of tentative quantities and days for turn-in via written confirmation.  GM reserves the option to limit daily returns.  Failure to comply with this procedure may result in GM's refusal to allow any vehicle to be returned, thus delaying the actual acceptance date.

B.   DELIVERY

Vehicles returned for repurchase shall be delivered to a GM approved turn-in location and parked in the designated return area at no expense to GM.  A list of GM approved locations is attached and is subject to change at GM's discretion (Exhibit D).  Normal operating hours for delivery is 8am to 5pm, Monday through Friday.  The Daily Rental Company should allow sufficient time to prepare the vehicle for turn-in, i.e. clean, vacuum, repaired/replaced items, etc.

C.   INSPECTION

1.   Vehicles will be inspected by an authorized representative of GM, using the electronic Form AD006.  The initial vehicle inspection will be provided to the Daily Rental Company at General Motor's expense.  The Daily Rental Company will be charged $75 for each inspection and/or verification required after the initial inspection.  Hawaii vehicles will be charged $115 for each inspection required after the initial inspection.

2.   The $75 re-inspection fee will be charged when a vehicle has been previously inspected and removed by the Daily Rental Company prior to acceptance, or when the Daily Rental Company replaces MET items.

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D.   REVIEWS

1.   The Met/Non-Met report will be printed twice daily - at mid-day and end-of-business (5:00 PM).  The end-of-day report will not contain the day's summary but rather summarize what was completed after the mid-day report.

2.   Vehicle worksheets are printed and available throughout the day.

3.   Reviews can be conducted throughout the day.  However, reviews must be completed prior to three (3:00) PM the day following printing of the worksheet.  This will permit prompt shipment of vehicles.  If the review is not completed prior to three (3:00) PM, the vehicle will be processed as per the original inspection.

4.   Vehicles with current damage not exceeding $450 and MET charges collectively not exceeding $100 will be processed as written, with no right to review.  Keyless entry key fob programming is not included in the $100 total and is not considered a reviewable MET charge.

5.   After a vehicle has been reviewed by the rental account representative and the site inspection provider representative, any agreed upon changes must be signed and dated by both parties on the Yard Worksheet.  The change(s) must be clearly noted on the Yard Worksheet to aid in tracking the change(s).  Without this notation it is very difficult to accurately determine which line was changed and to what extent, should a question arise in the future.  Not clearly noting the changes can also lead to errors when inputting the changes to update the inspection.

6.    Additionally, it is the responsibility of the inspection provider to enter all agreed upon changes into their inspection system and processed to RIMS so the charges are added or removed from the Condition Report prior to acceptance.  Yard worksheets that were changed after the review process must be retained for a minimum of 6 months.  Failure to make agreed upon changes may result in a chargeback to the inspection provider for the cost of the inspection.

E.   ACCEPTANCE

1.   A copy of the Form AD006 or an electronic file will serve as the acceptance receipt for the Daily Rental Company.  The date used to stop depreciation will be identified on the acceptance line of Form AD006 or on the electronic file.

2.   The Daily Rental Company will have three (3) business days from the vehicle turn-in date to provide the vehicle title to the SGS Title Center: 9805-C NorthCross Center Court, Huntersville, NC 28078 in order to receive the turn-in date as the depreciation stop date/acceptance date (should all other conditions be satisfied). The day the vehicle is turned in is considered the first business day.  See Exhibit I for more details.

F.   STANDARD PROGRAM PAYMENTS

1.   Repurchase payments will be issued within twenty-five (25) business days of General Motors acceptance as indicated on the General Motors Vehicle Condition Report and Acceptance Receipt Form AD006.  For payment purposes, Monday through Friday are considered business days.

2.   General Motors does not staff, nor process payments during the Christmas holiday or any period of time General Motors is closed. Payment processing will not resume until General Motors officially returns to work.

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G.   REJECTS

1.   Rejected vehicles left at marshalling yards in excess of three (3) business days upon removal notification may result in no additional vehicles being approved for return.

2.   Vehicles at an auction waiting for title more than 30 days must be removed by the Daily Rental Company.  The vehicle will be classified as Currently Ineligible and will be assessed a re-inspection fee if / when it is returned. General Motors and all approved turn-in locations are not responsible for any liability regarding rejected vehicles, not removed within three (3) business days

3.   Vehicles that are classified as a Permanent Reject will be assessed a $75 service charge.  General Motors Remarketing will provide a quarterly invoice which will include the turn back location, turn-in date, VIN, and the reject reason.

4.   It is General Motors’ practice to ship vehicles once they pass the inspection process, with or without acceptance.  On rare occasions, a title may not be sent to the Title Center in time and the vehicle exceeds the maximum allowable in-service time.  Depending on the timing, the auction that received the vehicle, may recondition the vehicle and / or perform repairs in preparation for sale.  Should this occur due to the rental account not sending the title and the vehicle becomes ineligible for repurchase by GM, the charges for these services along with the shipping cost will be charged to the rental account, and paid, prior to releasing the vehicle back to the account.

H. OTHER

1.   Mechanical and body shop labor rates used to calculate chargeable damage will be subject to change.  The following are the current labor rates for metal repairs, paint, and mechanical (part replacement):

a.$37.80 Metal Repair

b.$37.80 Paint

c.$38.00 Part Replacement (mechanical)

2.   In the event a vehicle is returned to General Motors in error, the following guidelines will be used to return the vehicle to the rental account.

a.   Rental Account request for vehicle return “prior” to acceptance

Vehicle will be temporarily rejected by General Motors and the vehicle will be returned to the Daily Rental Company.

If the vehicle is returned at a later date, a $75.00 re-inspection fee will be charged.

3.   Rental Account request for vehicle return “after” acceptance

a.   Payment can be stopped - The vehicle will be released to the Daily Rental Company from its current location.  A $250 administrative fee will be charged to the Daily Rental Company in addition to all other expenses incurred by GM on the vehicle, including but not limited to inspection fees, shipping, marshalling yard, and auction expenses, on a cost basis.

b.   Payment can not be stopped or funds have already been disbursed - The vehicle will not be returned to the rental account.

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VIII.           PERMANENTLY REJECTED VEHICLES

A.   Should disqualifying damage be noted after vehicle acceptance, General Motors will invoice the Daily Rental Company for the vehicle purchase price, an administrative fee of $250, plus any additional costs incurred following vehicle acceptance by GM (i.e., freight, cleanup, repairs), by a debit to current funds, or if no funds are available, a check forwarded to:

General Motors Corporation

Fleet and Commercial Operations - Remarketing

Renaissance Center

Tower 100, 19th Floor

MC 482-A19-B36

Detroit, MI 48265-1000

B.   Vehicles removed from the program in accordance with the terms and conditions of the Program become the responsibility of the Daily Rental Company.  The Daily Rental Company is responsible for arranging vehicle pick-up at a location designated by General Motors.

IX.      MISCELLANEOUS ITEMS

A.   GENERAL RETURN FACILITY GUIDELINE

Any abuse of personnel or property at a GM authorized return facility by a Daily Rental Company representative will result in the immediate expulsion of said person from the GM authorized return facility.

B.   HOLIDAYS

General Motors approved turn-in locations will be closed on the following dates:

2011 CY – May 30th, July 4th September 5th, November 24th & 25th and December 26th, through December 30, 2011.  General Motors reserves the right to amend this list of dates at its discretion.

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C.   CONTACT INFORMATION

All questions pertaining to the foregoing Turn-In Standards and Procedures should be directed to the appropriate General Motors Remarketing Customer Support Team Member:

GM RENTAL SUPPORT GROUP
John Pruse, Manager	313-665-1410	john.pruse@gm.com
Sandy Grinsell, Enterprise / Vanguard / Licensees and  Hertz and Licensees	313-667-6437	sandy.grinsell@gm.com
Tom Martin,  Avis Budget / Licensees, Inspection Providers, Technical Bulletins and Rental Return Guidelines	313-667-6434	thomas.martin@gm.com
Audre’ Walls,  Independent Rental Accounts,  Inspection Providers and Special Projects	313-667-6444	audre.walls@gm.com

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EXHIBIT A

GENERAL MOTORS

VEHICLE CATEGORIES / PRIOR REPAIR LIMITS

CATEGORY #1	CATEGORY #2	CATEGORY #3	CATEGORY #4
$2,250	$2,750	$3,250	$4,250
CHEVROLET	CHEVROLET	CHEVROLET	CHEVROLET
Aveo	Equinox	Impala	Corvette
Cobalt	Malibu	Camaro	Suburban
Cruze		TrailBlazer / EXT	Tahoe
HHR	PONTIAC	Express Van
	G6	Colorado	BUICK
	Vibe	Silverado	Lucerne
		Avalanche
		Traverse	CADILLAC
	GMC		CTS (All Models)
	Terrain	BUICK	DTS
		LaCrosse	SRX
	SATURN	Regal	STS
	Aura	Enclave	Escalade (All)
	Vue
		PONTIAC	GMC
		G8	Yukon / XL
		GMC
		Savana Van
		Canyon
		Sierra
		Acadia
		SATURN
		Outlook
		HUMMER
		H3

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EXHIBIT B

PAINTLESS DENT REMOVAL (PDR)

PROCESS AND LIMITATIONS

A.   PDR Categories

1.   Size of rounded dent, up to four (4) inches in diameter.

2.   Number of dings per panel, up to seven (7) per panel, at $50 per panel.

3.   Number of dings per panel, between eight (8) and twelve (12) per panel, at $75 per panel.

4.   Number of dings per panel, between thirteen (13) and fifteen (15) per panel, at $100 per panel.

5.   One single dent, up to six (6) inches in diameter or one large shallow dent up to 18 inches in the hood, roof or deck lid, at $100.

B.   PDR Process - The PDR process can be utilized in the repair of the following areas:

1.   Dings and dents varying in size and shape.

2.   Minor creases, shallow palm prints and protrusions.

3.   Dents in body feature lines.

C.   PDR Limitations

1.   General Motor’s inspection providers will utilize the Dent Wizard, Paintless Dent Removal Guide to determine panel accessibility by vehicle.

2.   Creases that exceed six (6) inches will not be considered.

3.   Sharp creases, regardless of size, will not be considered.

4.   If the paint is broken, PDR is not to be considered, unless otherwise specified by panel or area.

5.   No hole drilling will be acceptable in the PDR process.

6.   PDR may be used to repair existing, qualifying PDR repairable, damage to a previously repaired panel that meets GM and industry repair standards.  PDR is not acceptable for use on a poor previously repaired panel.

7.   The Dent Wizard Glue Stick process can be used to repair dents where previously not assessable.  The charge for this process is the some as traditional PDR.  Please see the requirements for a Glue Stick repair to be considered below.

a.   No paint damage may exist in or near the area to be repaired.  This process will pull damaged or loose paint away from the body.

b.   The vehicle must have original factory paint as consistency in base coat and clear coat offer the best opportunity for a successful repair.

c.   A dime to a half dollar size dent either round or oval can be considered for this type of repair.

d.   Shallow or soft impacts with a depth of a ¼ inch or less that is NOT creased or sharp may be considered for a glue stick repair.

e.   Damage on a panel edge or body line cannot be considered for a glue stick repair.

D.   If the damage exceeds the PDR limitations of these guidelines, paint and metal time will apply.

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EXHIBIT B Cont’d

PAINTLESS DENT REMOVAL (PDR)

PROCESS AND LIMITATIONS, Cont’d.

E.   Hail damaged vehicles.

Most hail damaged vehicles are considered minor dents as there are only a few on some panels.  Others however have a large number of dents per panel and do not qualify for normal Paintless Dent Removal (PDR) pricing.

Vehicles exhibiting major hail damage must be evaluated in conjunction with Bulletin RS-08-17 issued March 4, 2009, “Vehicles with Excessive Existing Damage”.  The pricing for these hail damage repairs are much different than the normal PDR pricing as is the repair process for this type of excessive damage.

Please use the following criteria when inspecting a vehicle with existing hail damage:

·   Panels with 15 or fewer small hail dents, with no paint damage, may be written with the normal PDR charge of $50 for 7 dents or less, $75 for 8 to 12 dents or $100 for 13 to 15 dents per panel.

·   Vehicles with a single panel over 15 small hail dents must be charged a paint and metal repair, with the appropriate repair time.

·   When more than one panel is hail damaged and the number of dents exceeds 15 per panel, the vehicle must be designated as “Currently Ineligible” and gate released to the rental account for repair of the damaged panels prior to return.

Vehicles released to the rental account must have the damage disclosure updated to reflect the additional repairs and the vehicle must be repaired to less than $100 of existing damage.

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EXHIBIT C

MET PROGRAM PRICE LIST

MET Part Description	PRICE
Navigational CD / DVD	$260
14 Inch Tire	$120
15 Inch Tire	$130
16 Inch Tire P	$160
16 Inch Tire T	$210
17 Inch Tire All	$240
18 Inch Tire All	$250
19 Inch Performance Tire	$516
19 Inch ALL OTHER	$159
20 Inch Tire All	$310
22 Inch Tire All	$268
Alloy Wheel Appearance Fee	$ 50
Ash Tray	$  20
Ash Tray – Multiple	$ 40
Ash Tray with Lid	$ 23
Cargo Cover – Malibu Maxx	$250
Cargo Cover – TrailBlazer / Envoy Rear Floor Storage	$59
Cargo Net – Trunk	$ 17
Cargo Package Shelf	$180
Cargo Shade	$108
CD DVD Storage Holder	$ 15
Cell Phone / Sun glass Holder	$ 18
Cigarette Lighter	$   8
Cigarette Lighter – Multiple	$ 16
Console – Second Row Mini Van	$235
Cup Holder	$  15
Cup Holder – Multiple	$ 30
Dirty Interior	$  35
Dome Light Cover	$   5
Dome Light Cover – Multiple	$ 10
DVD Remote	$ 48
DVD Wireless Headphone (1)	$ 55
DVD Wireless Headphone (2)	$110
Emergency Highway Package	$ 144
Floor Mat – Cargo Area – SUV and Van	$50
Floor Mat Set – Front – Passenger Car	$34
Floor Mat Set – Front – SUV	$40
Floor Mat Set – Front – Van	$22
Floor Mat Set – Rear – Passenger Car	$24
Floor Mat Set – Rear – SUV	$45
Floor Mat Set – Rear – Van	$30
Foot Pedal Pad	$5
Foot Pedal Pad – Multiple	$10

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Hanger Hook	$   5
Hawaii Outer Island Shipping Fee	$  75
Hawaii Ship Back Surcharge	$450
Interior Emblem	$   8
Interior Emblem – Multiple	$ 16
Key - Electronic Engine	$  35
Keyless Remote (1) Includes programming	$  97
Keyless Remote (2) Includes programming	$187
Keyless Remote Reprogram 1 or 2	$ 30
Manual – All Other	$  10
Manual – Cadillac	$  25
MET Verification	$75
Misc. MET #1	$ 10
Misc. MET #2	$ 20
Misc. MET #3	$ 30
Misc. MET #4	$40
Misc. MET #5	$50
Onstar Antenna (Glass Mounted)	$ 32
Organizer Package Cargo	$120
Radio Knob	$   5
Repair Verification	$ 75
Seat Belt Molding	$   5
Spare tire cover (Passenger car - trunk)	$45
Trunk Mat – Cadillac	$  34
Air Compressor Kit	$101
EXTERIOR
Antenna Mast	$   8
Body Side Mldg F Dr Car	$78
Body Side Mldg F Dr Trk	$23
Body Side Mldg F Fdr Car	$28
Body Side Mldg F Fdr Trk	$59
Body Side Mldg Qtr Pnl Car	$34
Body Side Mldg Qtr Pnl Trk	$211
Body Side Mldg R Dr Car	$67
Body Side Mldg R Dr Trk	$54
Convertible Boot – Center Cover	$192
Convertible Boot – Outer Cover	$377
Convertible Boot Bag	$  55
Door Revel Mldg Car 1	$60
Door Revel Mldg Car 2	$60
Gm Logo Small All	$4
Hood Ornament	$  25
Name Plate Rear Car	$17
Name Plate Rear Trk	$29
Plastic Lug Nut Cover	$  13
Rocker Mldg Car 1	$120
Rocker Mldg Car 2	$120
Rocker Mldg Trk 1	$131

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Rocker Mldg Trk 2	$131
Roof Seam Molding Lt Car	$31
Roof Seam Molding Rt Car	$31
Spare Tire Cover – Truck Only	$  72
Spare Tire Hanger – Van	$  50
Wheel 1  Cover Truck	$39
Wheel 1 Cover Car	$55
Wheel 1 Ctr Cap Car	$26
Wheel 1 Ctr Cap Trk	$21
Wheel 2  Cover Truck	$39
Wheel 2 Cover Car	$55
Wheel 2 Ctr Cap Car	$26
Wheel 2 Ctr Cap Trk	$21
Wheel 3  Cover Truck	$39
Wheel 3 Cover Car	$55
Wheel 3 Ctr Cap Car	$26
Wheel 3 Ctr Cap Trk	$21
Wheel 4  Cover Truck	$39
Wheel 4 Cover Car	$55
Wheel 4 Ctr Cap Car	$26
Wheel 4 Ctr Cap Trk	$21
Windshield Glass	$220

MISCELLANEOUS – MET ITEM

The MET program also includes the acceptance of vehicles with miscellaneous missing or broken items to facilitate vehicle turn-ins.  Examples of these items are:

Ø   Missing/broken knobs and switches

Ø   Loose rear speaker wires

Ø   Missing windshield washer cap

Ø   Missing emblems

The MET codes for these items reflect a flat rate charge as follows:

MET #1………………………$10

MET #2………………………$20

MET #3………………………$30

MET #4………………………$40

MET #5………………………$50

Hawaii Outer Island Shipping Fee…………………………….……..…   $75

Hawaii Ship-Back Surcharge. ……………………..………..…...…..…  $450

“Poor Prior Repairs” – Maximum………………………………………    $700

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EXHIBIT D

MID – RAIL ASSEMBLY

The Mid – Rails are structural components located directly below the occupant compartment of a vehicle just inboard of the inner rocker panel.  They are welded to the Torque Box and the vehicle floor pan.

A.   ACCEPTABLE DAMAGE

1.   Minor dents in the Torque Box Cover not caused by collision.

2.   Minor dents in the surface of the Mid-Rail that do not bulge, dent or in anyway deform the sides of the rail.

3.   Stamped holes in the Mid - Rail that are enlarged or deformed but not torn.

4.   Scrapes and scratches confined to the surface of the Mid-Rail not exceeding 12”.

5.   Minor damage to the Mid - Rail caused by the assembly process’ use of Jigs and Fixtures.

B.   REPAIRS

1.   There are no acceptable or approved repairs.

C.   CAUTIONS / CONCLUSION

1.   TIE DOWN HOLES

a.   Mid – Rails are not a component of vehicle tie down.  Stamped holes in the

Mid – Rail cannot not be used for vehicle tie down. Tie down slots are typically 18mm X 35mm reinforced slots in the underbody.  Four to six slots per vehicle are engaged via common hardware to secure a vehicle to commercial transportation equipment.

2.   JACKING AND LIFTING

a.   Significant damage to the Mid – Rail can occur from improper lifting.

b.   Reasonable care should be taken when jacking or lifting any vehicle.  Proper jack and hoist placement locations are shown in the vehicle’s Owners Manual and Shop Manual.

ENGINE CRADLE

The engine cradle is generally the lowest part of the vehicle.  Due to its location on the vehicle, it is subject to abrasions, scarring, and minor denting from road debris.  These conditions are normal and not indicative of a product failure or evidence of prior front-end damage.

Upon inspection, minor conditions such as the above are to be noted, as non-chargeable as long as there is no disclosure of prior damage or repair to the front of the vehicle, or evidence of misalignment.  The Turn Back Guidelines clearly allow the Rental Account to replace the engine cradle, as it is a bolt on part.  Sectioning or pulling this part is not allowed.

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EXHIBIT E, 1 of 4

ATTENTION:  Some of the return sites listed below are located at an auction.  Please note the address is where the vehicles are to be returned and not necessarily the auction address.

GM REMARKETING VEHICLE TURN-IN LOCATIONS

The turn in locations listed below are at GM's discretion, and are subject to change.

Alabama

ADESA BIRMINGHAM AA, 804 Sollie Dr., Moody, AL 35004-0817, (205) 640-7761

Arizona

EL MIRAGE DIST. CENTER, 11925 West Thompson Ranch Road, El Mirage, AZ 85336,

623-875-2967

California

RICHMOND DIST. CENTER, 861 Wharf Street Richmond, CA 94804, (510) 232-9883

SAN BERNARDINO DIST. CENTER,  1698 Santa Fe Way,  San Bernardino, CA 92410

909-381-9050

Colorado

UNION PACIFIC RAILROAD, 9900 I-76 Service Road, Henderson, CO 80640, 303-286-0345

Connecticut

SOUTHERN AA, 164 South Main St., East Windsor, CT  06088-0388, 860-292-7550

Florida

ORLANDO DIST. CENTER, 1600 Pine Avenue, Orlando, FL 32824, 407-438-5505

PALM CENTER DIST. CENTER, 15400 Corporate Road West, Jupiter, FL 33478, 561-625-9615

Georgia

ADESA Atlanta AA, 5055 Oakley Industrial Blvd., Fairburn, GA 30265,

770-357-2133

Hawaii

HONOLULU DIST CENTER, Pier 51 B Sand Island Road, Honolulu, HI 96819, 808-848-8146

MAUI DIST CENTER,   Pier 1 - 105 Ala Luna Street, Kahului, HI 96732, 808-848-8146

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EXHIBIT E, 2 of 4

Idaho

BRASHER’S IDAHO AA, 7355 Eisenman Rd., Boise, ID 83716, 208-395-3111

Illinois

IAA CHICAGO SOUTH MARSHALLING YARD, 16425 South Crawford Ave., Markham, IL 60428, 708-589-4653

ABC ST. LOUIS AA, 721 South 45th Street, Centreville, IL 62207, 636-332-1227 X227

Indiana

ADESA INDIANAPOLIS AA, 2950 East Main Street, Indianapolis, IN 46168, 317-838-5777

Louisiana

ADESA SHREVEPORT AA, 7666 Highway 80 W., Shreveport, LA 71109, 318-938-7903 x425

IAA BATON ROUGE AA, 29000 Frost Road, Livingston, LA 70754, 225-686-7121

Maryland

BALTIMORE / JESSUP, 8459 Dorsey Run Road, Jessup, MD 20794, 301-604-7316

Massachusetts

ADESA BOSTON / FRAMINGHAM AA, 63 Western Avenue, Framingham, MA 01701,

508-620-2959

Michigan

MELVINDALE MARSHALLING YARD, 1461 South Schaefer Road, Melvindale, MI 48122,

734-474-5328

Minnesota

ADESA MINNEAPOLIS AA, 17600 Territorial Road, Maple Grove, MN 55369, 763-416-0594

Missouri

ADESA KANSAS CITY, 1551 ADESA Drive, BELTON, MO 64081, 816-318-9912

FOR ST. LOUIS PLEASE SEE ILLINOIS

Nebraska

OMAHA MARSHALLING YARD, 5402 L Street, Omaha, NE 68117, 402-490-1679

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EXHIBIT E, 3 of 4

Nevada

BRASHER’S RENO AA,  6000 Echo Ave.,  Reno, NV 89506,  775-828-3427

UNION PACIFIC RAILROAD, 4740 East Tropical Parkway, Las Vegas, NV 89115, 702-632-2863

New Jersey

PORT NEWARK DIST. CENTER, Lot B Craneway Street, Port Newark, NJ 07114, 973-274-1737

New Mexico

BNSF RAILWAY, 102 Woodward, Suite B, Albuquerque, NM 87102, 505-247-2087

New York

STATE LINE AA, 830 Talmadge Hill Road, Waverly, NY 14892, 607-565-3533

North Carolina

GREENSBORO AA, INC., 3802 West Wendover Avenue, Greensboro, NC 27407, 336-856-2440

North Dakota

ADESA FARGO, 1650 East Main Ave., West Fargo, ND 58078, 701-282-8203 x139

Ohio

COLUMBUS FAIR AA,  2170 New World Dr.,  Columbus, OH 43207,  614-497-1710

Oklahoma

DEALERS AA OF OKLAHOMA CITY, 2900 West Reno Ave., Oklahoma City, OK  37107, 405-290-7192

Oregon

UNION PACIFIC RAILROAD, 9003 North Columbia, Portland, OR 503-283-1465

Pennsylvania

PITTSBURGH INDEPENDENT AA, 378 Hunker Waltz Mill Road, New Stanton, PA 15672

724-910-1842

South Carolina

CHARLESTON AA, 651 Precast Lane, Moncks, SC, 29641

843-761-0541  X139

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EXHIBIT E, 4 of 4

Tennessee

ADESA MEMPHIS AA, 5400 Getwell Rd., Memphis, TN  37210, 901-365-8978

ADESA NASHVILLE AA, 631 Burnett Road, Nashville, TN 37138, 615-240-3023

Texas

ADESA SAN ANTONIO AA,  200 S. Callaghan Road,  San Antonio, TX 78227,

210-432-2253

ADESA HOUSTON, 4526 North Sam Houston Parkway, West, Houston, TX 77086, 281-444-4900

ADESA DALLAS AA, 3501 Lancaster-Hutchins Rd., Hutchins, TX 75141, 972-284-4778

Utah

BRASHER’S SALT LAKE AA, 780 South 5600 West, Salt Lake City, UT 84104-5300, 801-366-3836

Washington

TACOMA DIST. CENTER, 2810 Marshall Ave. Suite “B”, Tacoma, WA 98421, 253-719-1761

Wisconsin

GREATER MILWAUKEE AA, 8920 W. Brown Deer Road, Milwaukee, WI 53224, 262-835-9802

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EXHIBIT F

GM Approved 2011 MY Replacement

Tire Table

For Electronic Receipt,

See Replacement Tire Table.xls file

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EXHIBIT G

MET Tire Program Replacement Tires

MET Number	Tire Size	MET Charge
00000169	14 Inch	$120.00
00000170	15 Inch	$130.00
00000171	16 InchP	$160.00
00000208	16 InchT	$210.00
00000206	17 Inch All	$240.00
00000607	18 Inch All	$250.00
00000983	19 Inch Performance	$516.00
00000985	19 Inch ALL OTHER	$159.00
00000609	20 Inch All	$310.00
00000987	22 Inch All	$268.00

Legend:

P – Passenger Car

T – Trucks

The MET Tire Program is limited to two (2) tires per vehicle.  Any flat, mismatched or incorrect tires will not be considered for the MET tire program.

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EXHIBIT H

GM WINDSHIELD GLASS MANUFACTURERS

MANUFACTURER	BRAND	BRAND	BRAND	BRAND	BRAND
AGC	AP Tech	AP Technoglass	Asahi of America	Asahi	AP
Carlex
Pilkington	LOF	United LN
PPG	PGW
Guardian
Fuyao
Vitro	Crinamex	Autotemplex	Vitroflex
Saint Gobian Sekurit	Sekurit

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EXHIBIT I

TITLE SHIPPING and HANDLING PROCEDURE

This procedure will assure timely payment and processing of returned rental vehicle(s) to General Motors.  All titles must be received within three (3) Business days of the vehicle’s return to retain the original return date.  All titles must be sent to the SGS Title Center to the address below:

SGS Title Center

9805-C North Cross Center Court

Huntersville, NC 28078

704-997-1082

Furthermore, all title shipments to the title center must contain a packing list.  The packing list must contain the following information:

Company name and address

Contact name and phone number

FAX number

Full Vehicle Identification Number (VIN), for each title in the package.

An example of a packing list is shown below.  For packages containing more than ten titles, e-Mail an Excel Spreadsheet with a list of the full VIN for all titles to be sent to, Mike.Guthrie@sgs.com or susan.miller@sgs.com at the SGS Title Center.  The spreadsheet should contain the same contact information shown above for a packing list.  The Title Center will enter the VIN list into their system and use it to verify the titles have been received and processed.  The sender will be notified of any missing or incorrect titles.

SAMPLE PACKING LIST

PACKING LIST

Friendly Rent A Car

123 USA Drive

Anywhere, USA 12312

John Doe

Phone                      123-123-4567

FAX                      123-123-7654

Full VIN for each title contained in the package.

33

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

EXHIBIT J

Aluminum / Alloy Wheel Repair Guidelines

The photos below are examples of aluminum / alloy wheel damage and the appropriate charges associated with each example.

Light scratches that can be repaired with light sanding will be charged a $50.00 MET Appearance Fee

Minor scuff   non-chargeable

[Graphic Omitted]

Substantial amount of material removed.  Must be charged for a wheel repair as shown below

[Graphic Omitted]

[Graphic Omitted]

34

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

EXHIBIT J

Aluminum / Alloy Wheel Repair Guidelines, (cont’d).

The following guidelines have been established to define the extent of repairable damage to an aluminum / alloy wheel.  The charge for wheels damaged as described below including mounting and balancing will be as follows:  All car and truck aluminum / Alloy clear coat or paint $165.00, all car and truck polished aluminum / Alloy $235.00, all car and truck chrome plated aluminum / Alloy or steel $205.00.

·   The damaged area to be repaired cannot exceed 90 degrees of the wheel’s circumference, see chart below.

·   Curb rash is defined as a scrape or gouge to the outboard rim flange.  This is the part of the wheel where a clip-on or balance weight would attach.

[Graphic Omitted]

·   On a flanged wheel (one that will accept a clip-on balance weight), the damage cannot be deeper than 7 mm or (9/32”) 0.280”, which is the approximate distance to the surface where the lead or steel weight rests.

7 MM or (9/32”) 0.280”

Wheel Weight Flange = 7 MM

[Graphic Omitted]

35

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

EXHIBIT J

Aluminum / Alloy Wheel Repair Guidelines, (cont’d).

·   On a flangeless wheel (one that will not accept a clip-on balance weight), the damage cannot be deeper than 3 mm or (1/8”) 0.120”.

3 MM or (1/8”) 0.120”

[Graphic Omitted]

·   Damage to any other part of the wheel or damage to the rim flange exceeding the above conditions is not repairable and would require replacement.

·   A wheel with a crack or dent of any type is not acceptable for repair.

ALLOWABLE WHEEL DAMAGE AREA IN INCHES

WHEEL SIZE	CIRCUMFERENCE	90 DEGREE DAMAGE AREA IN INCHES
14”	44”	11”
15”	47”	12”
16”	50”	12”
17”	54”	14”
18”	57”	14”
19”	60”	15”
20”	63 ”	16”
22”	69”	17”

Only GM Approved Wheel Refinisher:  Transwheel Corp.  1-800-892-3733

36

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Attachment 1C

VN9 Tier Program for the 2012 Model Year

GUIDELINES, RATES AND PARAMETERS

“***”

Confidential Treatment has been requested for Attachment 1C

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Attachment 1E

YT7 Flat Rate Program for the 2012 Model Year GUIDELINES, RATES AND PARAMETERS
Vehicle   Segment	Depreciation	ADDITIONAL PARAMETERS
Brand	$/Month   Flat	REQUIRED OPTIONS   VN9 + YT7 + Customer Code
_   Captiva	314	REQUIRED HOLD PERIOD:  MINIMUM HOLD:     5 MONTHS (150 DAYS)  MAXIMUM HOLD:   18 MONTHS (550 DAYS)   All 2012 MY YT7 units must be accepted by GM before 7/31/2014   DAMAGE ALLOWANCE:   $450 DEDUCTIBLE   Refer to 2011 CY Turn-In Standards and   Procedures (Attachment 1B) for more information   MILEAGE ALLOWANCE: 0 TO 150 DAYS IN SERVICE:       19,000 FREE MILES  151 TO 550 DAYS IN SERVICE:  29,000 FREE MILES  MILEAGE PENATLY:         $0.40/MILE   CYCLE DATES:   1ST CYCLE: N/A   2ND CYCLE: N/A   CYCLE DATE DETERMINED BY IN-SERVICE DATE   IN SERVICE DATE = EXPIRATION IN TRANSIT (as shown on invoice) + 5 DAYS   OTHER SPECIAL CONSIDERATIONS:   No Matrix, No Model Year Bonus

1.  Capitalized cost shall be calculated at dealer cost of base vehicle and

optional equipment, plus freight, less Hawaii excise tax and tire weight tax, if

applicable.

2.  Depreciation will be calculated by using the monthly depreciation rate

times 12 months, divided by 365 days in the year, multiplied by the number of

days in service which is determined by the day the vehicle is returned and

accepted by General Motors in accordance with GM 2011 CY Turn-In

Standards And Procedures (Attachment 1B).

3.  Return purchase amount will be the capitalized cost net of calculated

depreciation and applicable damage including MET items and/or mileage

penalties as well as any other applicable administration fees as noted in the

GM 2011 CY Turn-In Standards And Procedures (Attachment 1B).

4.  Out-of-service date shall be the date the vehicle is returned to an approved

GM turn-in site provided the rental fleet customer meets all program 

Confidential Treatment Requested by

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Attachment 2

GENERAL MOTORS

2012MY RISK VX7 - NATIONAL FLEET RISK PURCHASE PROGRAM GUIDELINES

 1. PROGRAM NAME AND NUMBER:

2012 Model Year National Fleet Risk Purchase Program for Daily Rental Customers

Program Code:  VX7

Program No. 02-12VX70- 01

 2. PROGRAM DESCRIPTION:

This program makes available to General Motor’s dealers and qualified daily rental customers, allowances on select 2012 model year General Motors vehicles sold and delivered to qualified daily rental customers.

The following are not eligible for this program:

- Preferred Equipment Group (P.E.G.)/Option package discounts

- Recreational vehicles

- Vehicles delivered from dealer inventory

A qualified daily rental fleet customer must have a General Motors Fleet Account Number (GM FAN) to be eligible for any GM fleet incentive.

 3. PROGRAM START DATE/PROGRAM END DATE/IN SERVICE PERIOD:

Program Start Date: Opening of 2012 model year ordering system

Program End Date:When Dealers are notified that 2012 model year fleet orders are no longer

    being accepted by General Motors

In-service period:    Minimum seven (7) months.  If, however, a vehicle has been damaged beyond

           repair, i.e., fire, frame, stolen, embezzled or water damage, etc., and

           documentation is available to support the condition, this provision will be waived.

IMPORTANT - Acceptance of an order on any vehicle line does not constitute a commitment to build or to build within a specific time frame.

All vehicles including non-returned vehicles supplied by GM under this agreement are subject to the export control laws and regulations of the United Sates (U.S.) and the daily rental customers and dealers shall comply with such laws and regulations.

4. ELIGIBLE MODELS/REQUIRED OPTIONS FOR ORDER AND DELIVERY:

Eligible Models:

All new and unused 2012 GM models with the required minimum factory installed equipment levels specified and processing options ordered for qualified daily rental customers for use as daily rental vehicles and delivered by GM dealers are eligible for the VX7 program.  Eligible vehicles are required to comply with minimum factory installed equipment levels specified in the Minimum Equipment Guidelines ( Attachment 2A - “MEG”).

General Motors upfitted vehicles, with the exception of recreational vehicles, are eligible as long as:

a.   the vehicle was purchased directly from GM or from another dealer in the United States

b.   title to the vehicle was retained by the franchised dealer through the point of sale

c.   delivery to the ultimate fleet customer can be proven

Required Options for Order and Delivery:

Vehicles purchased under the 2012 Model Year National Fleet Risk Purchase Program must be ordered with VX7 and appropriate customer code as stated in the contractual agreement and will not be eligible for retail sale incentives.  VX7 program incentive amounts are not available to dealers and only available to daily rental fleet customers with an active GM contract.  Units ordered with option VX7 receive order date price protection (PRP).

All Orders must include the following:

a.   Valid GM FAN (Fleet Account Number)

b.   Option Codes: VX7 and rental customer code

c.   Order Type:  FDR

d.   Delivery Type: 020 – Daily Rental

Dealer orders currently on hand or in the system that qualify for this program, and have the appropriate processing options, can be amended if they have not been released to production.   This is the ordering dealer's responsibility.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Units delivered to rental customer’s drop ship sites must have the rental customer’s code on the window label and delivery receipts must be checked to verify proper ownership of the vehicle.  GM Customer Support should be contacted immediately regarding units delivered to the wrong drop ship site to determine the appropriate course of action.  Units that were incorrectly delivered must not be placed into rental service.  GM reserves the right to deny incentives on units in rental service that have been incorrectly delivered and accepted, or titled.

 5. COMPATIBLE INCENTIVES & ALLOWANCE PROGRAMS :

Vehicles delivered to fleet customers with the above delivery type may be eligible for the following other incentive programs.  Because not all the programs listed below may be combined with each other, consult the guidelines of each program to determine applicability.  Programs not listed below would not be compatible unless the specific guidelines indicate otherwise.

FLEET CUSTOMERS (GM FAN HOLDERS)	YES/NO
GENERAL
GM MOBILITY	(MOB/MOC/R8L)  N
SALESPERSON / SALES MGR. INCENTIVES	N
CASH DIRECT MAILS/PRIVATE OFFERS/GENERAL
COUPONS/CERTIFICATES/NON-CASH VENDOR PROGRAMS	N
GM BUSINESS CARD	(UDB)  N
CONSUMER CASH	N
DEALER CASH	N
BONUS CASH	N
OPTION PACKAGE DISCOUNTS	N
PRICING
PRICE PROTECTION/BONA FIDE SOLD ORDER	(PPT W/VX7)  N
PRICE PROTECTION/ORDER DATE	(PRP)  Y
ORDER/DELIVERY
FLEET ORDERING & ASSISTANCE	(VQ1/VQ2/VQ3)  Y
INTRANSIT INTEREST CREDIT	(C4C)  Y
RENTAL
REPURCHASE	(VN9)  N
FLAT-RATE REPURCHASE	(YT1 THROUGH YT9)  N
RISK	(VX7)  X
GM DEALER RENT-A-CAR	(FKR/FKL)  N
GOVERNMENT
PSA/PURA/BID ASSISTANCE/CE	(R6D/PBP/PBS)  N

FLEET/COMMERCIAL
NATIONAL FLEET PURCHASE PROGRAM	(FVX/FPP)  N
RETAIL ALTERNATIVE	(CNC/CNE/CSE/CSR/CWE)  N
SMALL FLEET APR ALTERNATIVE	(XMC)  N
GM'S BUSINESS CUSTOMERS CHOICE	N
TRUCK STOCKING	(TSI)  N
MOTOR HOME INCENTIVE	(R7Y)  N
SCHOOL BUS/SHUTTLE BUS/AMBULANCE INCENTIVE	(R6H)  N
RECREATIONAL VEHICLE INCENTIVE	(R6J)  N
DEMO - LIGHT DUTY DEALER	(DEM/DEE)  N
DEMO - LIGHT DUTY SVM	(DES)  N
SIERRA FLEET PEG	(R7F/FLS)  N

FLEET PREFERRED EQUIPMENT GROUPS	N
COMPETITIVE ASSISTANCE PROGRAMS	(CAP)  N

6. GENERAL PROGRAM GUIDELINES:

B.   General Motors defines a rental vehicle as:

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

a.   "The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly, or monthly basis.  Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing, and not rental, and will make the vehicle ineligible for purchase or other incentives."

b.   If a vehicle enrolled in the Daily Rental Purchase Program is found to be on-rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled vehicles for an aggregate term of four (4) or more months, all vehicles involved in such transactions will not be considered rental and will be ineligible for purchase or incentives.  General Motors may audit the rental customer to ensure compliance with this guideline.

C.   All eligible units must be delivered to the rental customer through a General Motors dealership or a qualified drop-ship location.  Purchases or deliveries made through any other entity or individual are ineligible for payment.

D.   General Motors reserves the right to audit dealer records and disqualify any sales allowance in the event such sales do not meet the program guidelines.  All moneys improperly paid will be charged back. Failure to comply with these guidelines may result in the dealer being disqualified for future participation in fleet programs and terminations of dealer sales and service agreement(s).

E.   Optional equipment and, in special circumstances, certain standard equipment can be added to and deleted from GM vehicles during the ordering and manufacturing process by retail, fleet and rental customers.  It is the rental customer’s responsibility to ensure that actual vehicle content is properly disclosed to a buyer or transferee when disposing of a vehicle.  Rental customers that use third party build specifications to promote the sale of their unit should be especially careful to ensure the accuracy of that data.

F.   General Motors reserves the right to cancel, amend, revise or revoke any program at any time based on its sole business judgment.  Final decisions in all matters relative to interpretation of any rule or phase of this activity rest solely with General Motors.

ANY QUESTIONS REGARDING THIS PROGRAM SHOULD BE DIRECTED TO THE CUSTOMER SUPPORT CENTER AT 1-800-FLEET OP.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Attachment 2A

National Fleet Risk Incentives for the 2012 Model Year

Minimum Equipment, Optional Equipment and Base Rates by Model Code

“***”

Confidential Treatment has been requested for Attachment 2A

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Attachment 3

2012 Model Year Daily Program

Volume Commitments and Incentives

“***”

Confidential Treatment has been requested for Attachment 3

A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS INDICATED BY “***” HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Attachment 4

2012 MODEL YEAR GM RENTAL INCENTIVE

PAYMENT TERMS AND CALENDAR

1.   GM will pay the pro rata portion of the matrix money on the fourth Thursday of the month following vehicle delivery and receipt of an electronic media transmission to GM’s Remarketing Information System (RIMS) by the second Friday of the month.  An electronic media transmission received after the second Friday of the month will be paid by the fourth Thursday of the following month.  If the fourth Thursday is a banking holiday, funds will be received the next banking day.  Application for this incentive must be made no later than December 31, 2012.  A complete schedule of due dates and payment dates is detailed in Attachment 4, Page 2.

2.   The agreed to volume and mix requirements in Attachment 3 are subject to adjustments with General Motors prior approval.  Should GM agree to an adjustment, changes will be reflected on a quarterly basis and a revision to Attachment 3 will be updated and signed by both parties.  Actual approved volumes and contractual stated volumes can vary based on the timing of contractual updates.  Any payments received prior to attaining the indicated volume will be returnable to GM at the close of the model year should the volume not be attained.  Any pro rata monthly payment processed in error on volume not approved by GM can be charged back through open account the following month at GM discretion.

3.   It is understood that payments of the per unit amount due to the Rental Company are based upon achieving the agreed to volume and mix requirements in Attachment 3.  In the event that agreed number of vehicles at the agreed mix is not fulfilled, all payments made by GM will be reimbursed to GM on demand. Such reimbursement shall be GM’s sole remedy for the Rental Company’s failure to purchase or lease the agreed number of vehicles.  The Rental Company shall be jointly and severely liable for such reimbursement.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

2012 MODEL YEAR GM RENTAL INCENTIVE

PAYMENT TERMS AND CALENDAR

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

Attachment 6

EQUIPMENT & SERVICE NOTIFICATION

Equipment & Service Notification

All new vehicles, except Cadillac, that include OnStar, and are ordered using a daily rental order-type, will be eligible for six months of OnStar Service commencing with the reported new vehicles delivery date.  All Cadillac models will continue to be eligible for one year of service.  For daily rental applications, an OnStar blue button press may be handled by a recorded message or a live advisor.  Specific processes for managing services like remote door unlocks, stolen vehicle assistance and assuring rental privacy are either already in place with the rental company or will be established upon request.  OnStar equipped vehicles may have stolen Vehicle Slowdown capability that enables OnStar to slow down a stolen vehicle remotely to assist authorities in its recovery.  OnStar equipped vehicles may also have “Remote Ignition Block” capability that enables OnStar to inhibit the ability to start the vehicle.

The daily rental company agrees to include the following or other approved language in the rental contract to describe OnStar services that may be available:

"If my rental vehicle has active OnStar equipment, I authorize the provision of OnStar services, acknowledge the OnStar system limitations, and agree to the release of vehicle information as required by law.  Further details are available at OnStar.com or by contacting OnStar."

EX-15.42

Exhibit 15.42

November 2, 2011

The Board of Directors

Dollar Thrifty Automotive Group, Inc.

We are aware of the incorporation by reference in the following Registration Statements of Dollar Thrifty Automotive Group, Inc.:

(1)   Registration Statement (Form S-8 No. 333-79603) pertaining to the Dollar Thrifty Automotive Group, Inc. Long-Term Incentive Plan,

(2)   Registration Statement (Form S-8 No. 333-89189) pertaining to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan,

(3)   Registration Statement (Form S-8 No. 333-33144) pertaining to the Dollar Thrifty Automotive Group, Inc.  Deferred Compensation Plan,

(4)   Registration Statement (Form S-8 No. 333-33146) pertaining to the Dollar Thrifty Automotive Group, Inc. Retirement Plan,

(5)   Registration Statement (Form S-8 No. 333-50800) pertaining to the Dollar Thrifty Automotive Group, Inc. Long-Term Incentive Plan,

(6)   Registration Statement (Form S-8 No. 333-128714) pertaining to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan,

(7)   Registration Statement (Form S-8 No. 333-152401) pertaining to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan,

(8)   Registration Statement (Form S-8 No. 333-161509) pertaining to the Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan,

(9)   Registration Statement (Form S-3 No. 333-161027) pertaining to the issuance of $500,000,000 of Common Stock, Preferred Stock and Debt Securities;

of our report dated November 2, 2011 relating to the unaudited condensed consolidated interim financial statements of Dollar Thrifty Automotive Group, Inc. that are included in its Form 10-Q for the quarter ended September 30, 2011.

/s/Ernst & Young LLP

EX-31.77

EXHIBIT 31.77

CERTIFICATION

I, Scott L. Thompson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Dollar Thrifty Automotive Group, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 2, 2011

 /s/ Scott L. Thompson

 Scott L. Thompson

 Chief Executive Officer

EX-31.78

EXHIBIT 31.78

CERTIFICATION

I, H. Clifford Buster III, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Dollar Thrifty Automotive Group, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 2, 2011

 /s/ H. Clifford Buster III

  H. Clifford Buster III

 Chief Financial Officer

EX-32.77

EXHIBIT 32.77

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Dollar Thrifty Automotive Group, Inc. (the “Company”) for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott L. Thompson, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott L. Thompson

Scott L. Thompson

Chief Executive Officer

November 2, 2011

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Dollar Thrifty Automotive Group, Inc. and will be retained by Dollar Thrifty Automotive Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.78

EXHIBIT 32.78

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Dollar Thrifty Automotive Group, Inc. (the “Company”) for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Clifford Buster III, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ H. Clifford Buster III

H. Clifford Buster III

Chief Financial Officer

November 2, 2011

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Dollar Thrifty Automotive Group, Inc. and will be retained by Dollar Thrifty Automotive Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

FAIR VALUE MEASUREMENTS - Additional Information (Detail) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Fair Value Measurements [Line Items]
Level 3 financial instruments	$ 0	$ 0
Fair value transfers Level 1 into Level 2 measurements	0	0
Fair value transfers Level 2 into Level 1 measurements	0	0
Letter of credit (no fair value)	177,300,000
Surety bonds (no fair value)	$ 47,100,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Interest income	$ 306	$ 472	$ 1,053	$ 965

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 499,473	$ 463,153
Cash and cash equivalents-required minimum balance		100,000
Restricted cash and investments	201,327	277,407
Receivables, net	99,639	69,456
Prepaid expenses and other assets	73,384	67,482
Revenue-earning vehicles, net	1,604,889	1,341,822
Property and equipment, net	82,578	90,228
Income taxes receivable	11,562	65,803
Software, net	22,336	24,177
Total assets	2,595,188	2,499,528
LIABILITIES:
Accounts payable	52,650	45,483
Accrued liabilities	140,611	167,545
Deferred income tax liability	309,430	242,930
Vehicle insurance reserves	108,741	107,720
Debt and other obligations	1,314,951	1,397,243
Total liabilities	1,926,383	1,960,921
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value: Authorized 10,000,000 shares; none outstanding
Common stock, $.01 par value: Authorized 50,000,000 shares; 35,498,160 and 35,197,167 issued, respectively, and 29,006,441 and 28,763,452 outstanding, respectively	355	352
Additional capital	946,886	940,844
Accumulated deficit	(36,320)	(161,969)
Accumulated other comprehensive loss	(10,620)	(12,329)
Treasury stock, at cost (6,491,719 and 6,433,715 shares, respectively)	(231,496)	(228,291)
Total stockholders' equity	668,805	538,607
Total liabilities and stockholders' equity	$ 2,595,188	$ 2,499,528

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Comprehensive Income (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Comprehensive Income (Loss) [Line Items]
Net income	$ 66,621	$ 49,165	$ 125,649	$ 118,720
Interest rate swap and cap adjustment, net of tax	3,591	1,211	10,288	1,695
Foreign currency translation adjustment	(9,742)	574	(8,579)	403
Comprehensive income	$ 60,470	$ 50,950	$ 127,358	$ 120,818

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SHARE-BASED PAYMENT PLANS (Tables)

9 Months Ended

Sep. 30, 2011

Non-Qualified Option Rights Activity Under LTIP

The following table sets forth the non-qualified option rights activity under the LTIP for the nine months ended September 30, 2011:

	Number of Shares (In Thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value (In Thousands)
Outstanding at January 1, 2011		2,277		$	5.73		7.61	$	94,545
Granted		—			—
Exercised		(139	)		21.06
Canceled		(21	)		9.00
Outstanding at September 30, 2011		2,117		$	4.69		7.15	$	109,265
Fully vested options at:
September 30, 2011		1,173		$	5.62		7.02	$	59,441
Options expected to vest in the future at:
September 30, 2011		944		$	3.54		7.37	$	49,824

Nonvested Performance Shares

The following table presents the status of the Company’s nonvested performance shares as of September 30, 2011 and any changes during the nine months ended September 30, 2011:

Nonvested Shares	Shares (In  Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2011		238		$	39.07
Granted		—			—
Vested		(73	)		27.95
Forfeited		(27	)		27.79
Nonvested at September 30, 2011		138		$	47.13

Nonvested Restricted Stock Units

The following table presents the status of the Company’s nonvested restricted stock units as of September 30, 2011 and changes during the nine months ended September 30, 2011:

Nonvested Shares	Shares (In  Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2011		64		$	4.55
Granted		9			48.24
Vested		(13	)		6.85
Forfeited		—			—
Nonvested at September 30, 2011		60		$	10.89

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Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Oct. 28, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	DTG
Entity Registrant Name	DOLLAR THRIFTY AUTOMOTIVE GROUP INC
Entity Central Index Key	0001049108
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		29,023,511

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Amount of Gain (Loss), Net of Tax and Reclassification, Recognized on the Derivative in Other Comprehensive Income (Loss) ("OCI") and Reclassified from Accumulated OCI ("AOCI") into Income (Loss) (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	$ 3,591	$ 1,211	$ 10,288	$ 1,695
Interest rate contracts | Interest expense, net of interest income
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	3,591	1,211	10,288	1,695
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	$ (3,572)	$ (3,602)	$ (10,654)	$ (10,540)

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RECEIVABLES (Tables)

9 Months Ended

Sep. 30, 2011

Receivables

Receivables consist of the following (in thousands):

	September 30, 2011			December 31, 2010
Trade accounts receivable and other	$	68,667		$	68,528
Vehicle manufacturer receivables		28,125			4,543
Car sales receivable		5,723			1,100
		102,515			74,171
Less: Allowance for doubtful accounts		(2,876	)		(4,715	)
	$	99,639		$	69,456

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(Gain) Loss Recognized in Income on Derivatives Not Designated as Hedging Instruments (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Derivative Instruments, Gain (Loss) [Line Items]
(Increase) decrease in fair value of derivatives	$ 523	$ (6,464)	$ (3,367)	$ (21,338)
Derivatives not designated as hedging instruments | Interest rate contracts | Net (increase) decrease in fair value of derivatives
Derivative Instruments, Gain (Loss) [Line Items]
(Increase) decrease in fair value of derivatives	$ 523	$ (6,464)	$ (3,367)	$ (21,338)

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RECEIVABLES

9 Months Ended

Sep. 30, 2011

RECEIVABLES

6. RECEIVABLES

Receivables consist of the following (in thousands):

	September 30, 2011			December 31, 2010
Trade accounts receivable and other	$	68,667		$	68,528
Vehicle manufacturer receivables		28,125			4,543
Car sales receivable		5,723			1,100
		102,515			74,171
Less: Allowance for doubtful accounts		(2,876	)		(4,715	)
	$	99,639		$	69,456

Trade accounts receivable and other 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.

Vehicle manufacturer receivables include primarily amounts due under guaranteed residual, buyback and Non-Program Vehicle (hereinafter defined) incentive programs, which are paid according to contract terms and are generally received within 60 days.

Car sales receivable include primarily amounts due from car sale auctions for the sale of both Program Vehicles and Non-Program Vehicles. Vehicles purchased by vehicle rental companies under programs where either the rate of depreciation or the residual value is guaranteed by the manufacturer are referred to as “Program Vehicles.” Vehicles not purchased under these programs and for which rental companies therefore bear residual value risk are referred to as “Non-Program Vehicles” or “risk vehicles.”

Allowance for doubtful accounts represents potentially uncollectible amounts owed to the Company from franchisees, tour operators, corporate account customers and others.

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DEBT AND OTHER OBLIGATIONS (Tables)

9 Months Ended

Sep. 30, 2011

DEBT AND OTHER OBLIGATIONS

Debt and other obligations as of September 30, 2011 and December 31, 2010 consist of the following (in thousands):

	September 30, 2011			December 31, 2010
Vehicle debt and other obligations
Asset-backed medium-term notes:
Series 2011-1 notes (matures February 2015)	$	500,000		$	—
Series 2007-1 notes (matures July 2012)		500,000			500,000
Series 2006-1 notes (matured May 2011)		—			500,000
		1,000,000			1,000,000
Discounts on asset-backed medium-term notes		(49	)		—
Asset-backed medium-term notes, net of discount		999,951			1,000,000
Series 2010-1 variable funding note (matures September 2012)		—			200,000
Series 2010-3 variable funding note (matures December 2013)		315,000			—
CAD Series 2010-1 Note (Canadian fleet financing)		—			49,118
Total vehicle debt and other obligations		1,314,951			1,249,118
Non-vehicle debt
Term Loan		—			148,125
Total non-vehicle debt		—			148,125
Total debt and other obligations	$	1,314,951		$	1,397,243

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Debt and Other Obligations (Parenthetical) (Detail) (Vehicle debt and other obligations)	9 Months Ended
	Sep. 30, 2011
Asset-backed medium-term notes | Series 2011-1 notes
Debt Instrument [Line Items]
Debt maturity date	2015-02
Asset-backed medium-term notes | Series 2007-1 notes
Debt Instrument [Line Items]
Debt maturity date	2012-07
Asset-backed medium-term notes | Series 2006-1 notes
Debt Instrument [Line Items]
Debt maturity date	2011-05
Series 2010-1 variable funding note
Debt Instrument [Line Items]
Debt maturity date	2012-09
Series 2010-3 variable funding note
Debt Instrument [Line Items]
Debt maturity date	2013-12

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Components of Vehicle Depreciation per Vehicle per Month (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2011 Vehicle	Sep. 30, 2010 Vehicle	Sep. 30, 2011 Vehicle	Sep. 30, 2010 Vehicle
Property, Plant, and Equipment Disclosure [Line Items]
Average depreciable fleet (units)	113,719	109,129	110,125	104,749
Average depreciation rate	236	292	249	288
Average gain on vehicles sold	(50)	(30)	(43)	(67)
Average vehicle depreciation and lease charges, net	186	262	206	221

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2011

Computation of Weighted Average Common and Common Equivalent Shares Used in the Calculation of Basic and Diluted Earnings Per Share

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share (“EPS”) is shown in the following table (in thousands, except share and per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Net income	$	66,621	$	49,165	$	125,649	$	118,720
Basic EPS:
Weighted-average common shares		28,958,718		28,644,859		28,872,747		28,592,794
Basic EPS	$	2.30	$	1.72	$	4.35	$	4.15
Diluted EPS:
Weighted-average common shares		28,958,718		28,644,859		28,872,747		28,592,794
Shares contingently issuable:
Stock options		1,964,321		1,227,828		1,984,419		1,224,370
Performance awards and non-vested shares		113,734		174,926		90,581		121,816
Employee compensation shares deferred		46,604		49,061		48,440		49,440
Director compensation shares deferred		221,452		222,802		220,554		221,042
Shares applicable to diluted		31,304,829		30,319,476		31,216,741		30,209,462
Diluted EPS	$	2.13	$	1.62	$	4.03	$	3.93

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INCOME TAXES

9 Months Ended

Sep. 30, 2011

INCOME TAXES

11. INCOME TAXES

The Company has provided for income taxes in the U.S. and in Canada based on taxable income or loss and other tax attributes separately for each jurisdiction. The Company has established tax provisions separately for U.S. taxable income and Canadian losses, for which no income tax benefit was recorded. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. A valuation allowance is recorded for deferred income tax assets when management determines it is more likely than not that such assets will not be realized.

The Company utilizes a like-kind exchange program for its vehicles whereby tax basis gains on disposal of eligible revenue-earning vehicles are deferred for purposes of U.S. federal and state income tax (the “Like-Kind Exchange Program”). To qualify for Like-Kind Exchange Program treatment, the Company exchanges (through a qualified intermediary) vehicles being disposed of with vehicles being purchased allowing the Company to carry-over the tax basis of vehicles sold to replacement vehicles, thereby deferring taxable gains from vehicle dispositions. In addition, the Company has historically elected to utilize accelerated or “bonus” depreciation methods on its vehicle inventories in order to defer its cash liability for U.S. federal and state income tax purposes.

In September 2010, Congress passed and the President signed into law the Small Business Jobs and Credit Act of 2010 (the “Small Business Act”), which extended 50% bonus depreciation allowances for assets placed in service in 2010, retroactively to the first of the year. In December 2010, Congress passed and the President signed into law the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (the “Tax Relief Act”), which increased the bonus depreciation allowance to 100% for assets placed in service from September 9, 2010 through December 31, 2011, as well as provided for 50% bonus depreciation for assets placed in service in 2012. During the first and third quarter of 2011, the Company received federal tax refunds of $49.8 million and $0.2 million, respectively, based on overpayments of estimated taxes made in 2010, as a result of the enactment of the Small Business and Tax Relief Acts. The Company determined during the second quarter, based on changes in estimates, available at that time, that a portion of the refund should be repaid and the Company paid $6.5 million in July 2011. Subsequent revisions in estimates developed during the third quarter resulted in reductions to the tax liability exceeding the July payment and producing an additional refund due of $8.8 million, which is expected to be received in the fourth quarter of 2011. The Company’s ability to continue to defer the reversal of prior period tax deferrals will depend on a number of factors, including the size of the Company’s fleet, as well as the availability of accelerated depreciation methods in future years. Accordingly, the Company may make material cash federal income tax payments in future periods.

For the three and nine months ended September 30, 2011, the overall effective tax rate of 37.1% and 39.1%, respectively, and for the three and nine months ended September 30, 2010, the overall effective tax rate of 36.7% and 39.0%, respectively, differed from the U.S. statutory federal income tax rate due primarily to state and local taxes and losses relating to DTG Canada for which no benefit was recorded due to full valuation allowance.

As of September 30, 2011, the Company had no material liability for unrecognized tax benefits. There are no material tax positions for which it is reasonably possible that unrecognized tax benefits will significantly change in the 12 months subsequent to September 30, 2011.

The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. In the Company’s significant tax jurisdictions, the tax years 2008 and later are subject to examination by U.S. federal taxing authorities and the tax years 2006 and later are subject to examination by state and foreign taxing authorities.

The Company accrues interest and penalties on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in the condensed consolidated statement of income. No material amounts were recognized for interest and penalties during the three and nine months ended September 30, 2011 and 2010.

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CASH AND INVESTMENTS

9 Months Ended

Sep. 30, 2011

CASH AND INVESTMENTS

2. CASH AND INVESTMENTS

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with initial maturities of three months or less. Book overdrafts represent outstanding checks not yet presented to the bank and are included in accounts payable to reflect the Company’s outstanding obligations. At September 30, 2011 and December 31, 2010, there was $17.2 million and $17.0 million, respectively, in book overdrafts included in accounts payable. These amounts do not represent bank overdrafts, which would constitute checks presented in excess of cash on hand, and would be effectively a loan to the Company.

Cash and Cash Equivalents – Required Minimum Balance – In 2009, the Company amended its senior secured credit facilities (the “Senior Secured Credit Facilities”). Under the terms of that amendment, the Company was required to maintain a minimum of $100 million at all times. On February 9, 2011, the Company further amended its Senior Secured Credit Facilities, eliminating the requirement to maintain a minimum of $100 million of cash and cash equivalents and replacing it with certain other covenants. See Note 7 for further discussion.

Restricted Cash and Investments – Restricted cash and investments are restricted for the acquisition of vehicles and other specified uses under the rental car asset-backed note indenture and other agreements. A portion of these funds is restricted due to the like-kind exchange tax program for deferred tax gains on eligible vehicle remarketing. As permitted by the indenture, these funds are primarily held in highly rated money market funds with investments primarily in government and corporate obligations. Restricted cash and investments are excluded from cash and cash equivalents.

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Nonvested Restricted Stock Units (Detail) (Restricted Stock Units, USD $)	1 Months Ended	9 Months Ended
	Jan. 31, 2011	Sep. 30, 2011
Restricted Stock Units
Nonvested Shares
Nonvested at beginning of period	64,000	64,000
Granted	9,330	9,000
Vested		(13,000)
Forfeited
Nonvested at end of period		60,000
Weighted- Average Grant-Date Fair Value
Nonvested at beginning of period	$ 4.55	$ 4.55
Granted	$ 48.24	$ 48.24
Vested		$ 6.85
Forfeited
Nonvested at end of period		$ 10.89

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DERIVATIVE FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2011

DERIVATIVE FINANCIAL INSTRUMENTS

8. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in interest rates. Consequently, the Company manages the financial exposure 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 asset-backed medium-term note issuance in 2006 and 2007, to effectively convert variable interest rates to fixed interest rates. These swaps have termination dates through July 2012. The Company has also used interest rate cap agreements for its Series 2010-1 VFN, Series 2010-2 VFN and Series 2010-3 VFN, to effectively limit the variable interest rate on a total of $1.1 billion in asset-backed VFNs. These caps have termination dates through December 2013.

The fair value of derivatives outstanding at September 30, 2011 and December 31, 2010 are as follows (in thousands):

	Fair Value of Derivative Instruments
	Asset Derivatives						Liability Derivatives
	September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate contracts	Prepaid expenses and other assets	$	—	Prepaid expenses and other assets	$	861	Accrued liabilities	$	14,424	Accrued liabilities	$	31,254
Derivatives not designated as hedging instruments
Interest rate contracts	Prepaid expenses and other assets	$	555	Prepaid expenses and other assets	$	494	Accrued liabilities	$	—	Accrued liabilities	$	5,634
Total derivatives		$	555		$	1,355		$	14,424		$	36,888

The interest rate swap agreements related to the Series 2006-1 notes and the interest rate cap agreements related to the Series 2010-1 VFN, the Series 2010-2 VFN and the Series 2010-3 VFN do not qualify for hedge accounting treatment. The (gain) loss recognized in income on derivatives not designated as hedging instruments for the three and nine months ended September 30, 2011 and 2010 is as follows (in thousands):

Derivatives Not Designated as Hedging Instruments	Amount of (Gain) or Loss Recognized in Income on  Derivative											Location of (Gain) or Loss Recognized in Income on Derivative
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011			2010
Interest rate contracts	$	523	$	(6,464	)	$	(3,367	)	$	(21,338	)	Net (increase) decrease in fair value of derivatives

The interest rate swap agreement entered into in May 2007 related to the Series 2007-1 notes (“2007 Swap”) constitutes a cash flow hedge and satisfies the criteria for hedge accounting under the “long-haul” method.

The amount of gain (loss), net of tax and reclassification, recognized on the derivative in other comprehensive income (loss) (“OCI”) and the amount of the gain (loss) reclassified from Accumulated OCI (“AOCI”) into income (loss) for the three and nine months ended September 30, 2011 and 2010 are as follows (in thousands):

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)				Amount of Gain or  (Loss) Reclassified from AOCI into Income (Effective Portion)						Location of (Gain) or Loss Reclassified from AOCI in Income (Effective Portion
	2011		2010		2011			2010
Three Months Ended September 30,
Interest rate contracts	$	3,591	$	1,211	$	(3,572	)	$	(3,602	)	Interest expense, net of interest income
Nine Months Ended September 30,
Interest rate contracts	$	10,288	$	1,695	$	(10,654	)	$	(10,540	)	Interest expense, net of interest income

At September 30, 2011, the Company’s interest rate contract related to the 2007 Swap was effectively hedged, and no ineffectiveness was recorded in income. Based on projected market interest rates, the Company estimates that approximately $9 million of net deferred loss related to the 2007 Swap will be reclassified into earnings within the next 12 months. Additionally, $0.4 million, net of tax, was reclassified from AOCI related to the discontinuance of a cash flow hedge during the nine months ended September 30, 2011.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2011

COMMITMENTS AND CONTINGENCIES

13. COMMITMENTS AND CONTINGENCIES

There have been no material changes to the Commitments and Contingencies Note 15 in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, with the exception of the following:

Vehicle Insurance Reserves

The Company records reserves for its public liability and property damage exposure using actuarially-based loss estimates, which are updated semi-annually in June and December of each year. In June 2011, the Company began semi-annual updates for supplemental liability insurance, as such reserves had been previously updated on an annual basis in December. As a result of favorable overall claims loss development, the Company recorded favorable insurance reserve adjustments, which effectively represents revision to previous estimates of vehicle insurance charges, of $10.6 million for the nine months ended September 30, 2011. No reserve adjustment was recorded for the nine months ended September 30, 2010, as favorability in claims development was offset with an unfavorable judgment on a vicarious liability claim in 2010.

Other

On April 4, 2011, the Company and HP Enterprise Services, LLC (“HP”) entered into a three and one-half year data processing service agreement (the “Service Agreement”) totaling approximately $72 million. The Service Agreement includes early termination provisions, which allow the Company to terminate the Service Agreement or portions of the Service Agreement for convenience and without cause by providing HP at least 120 days prior written notice of the Company’s intent to terminate and paying a termination fee to HP on the termination date. Likewise, the Company may terminate the Service Agreement in the event of a change of control of the Company by providing HP with 60 days prior written notice of its intent to terminate and paying a termination fee to HP.

Contingencies

For a detailed description of certain legal proceedings see Note 15 of the Form 10-K referenced above.

The following recent development pertaining to a legal proceeding described in the Company’s Form 10-K is furnished on a supplemental basis:

On October 18, 2011, plaintiffs in the consolidated class action complaint filed in Delaware Chancery Court, Consolidated Case No. 5458-VCS, sought permission to amend their pleadings to assert additional claims that members of the Company’s board of directors (the “Board”) breached their fiduciary duties concerning the following matters: (1) the Board’s response to a merger proposal by Avis Budget in September, 2010; (2) the Board’s use of defensive measures, including the adoption of a poison pill, in response to the Exchange Offer made by Hertz; (3) the Board’s response to the failure of Hertz to submit an improved final offer meeting certain Board criteria by October 10, 2011; and (4) the Board’s alleged failure to make full material disclosures to the Company’s stockholders concerning the Hertz offer, the Company’s stand-alone plan, and the Company’s negotiations with Hertz regarding a business combination. The court has not ruled on the plaintiffs’ request to amend. On November 1, 2011, the plaintiffs’ advised the court that the parties have agreed to stay further activity pending the outcome of the Hertz antitrust review process.

Aside from the above mentioned, none of the other legal proceedings described in the Company’s Form 10-K have experienced material changes.

Various legal actions, claims and governmental inquiries and proceedings have been in the past, or may be in the future, asserted or instituted against the Company, including other purported class actions or proceedings relating to the Hertz transaction terminated in October 2010 or a potential acquisition transaction, and some that may demand large monetary damages or other relief which could result in significant expenditures. Litigation is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. The Company is also subject to potential liability related to environmental matters. The Company establishes reserves for litigation and environmental matters when the loss is probable and reasonably estimable. It is reasonably possible that the final resolution of some of these matters may require the Company to make expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that cannot be reasonably estimated. The term “reasonably possible” is used herein to mean that the chance of a future transaction or event occurring is more than remote but less than probable. Although the final resolution of any such matters could have a material effect on the Company’s consolidated operating results for the particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its business or consolidated financial position.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2011

FAIR VALUE MEASUREMENTS

9. FAIR VALUE MEASUREMENTS

Financial instruments are presented at fair value in the Company’s balance sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. These categories include (in descending order of priority): Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following tables show assets and liabilities measured at fair value on a recurring basis as of September 30, 2011 and December 31, 2010 on the Company’s balance sheet, and the input categories associated with those assets and liabilities:

				Fair Value Measurements at Reporting Date Using
(in thousands) Description	Total Fair Value Assets (Liabilities) at 9/30/11			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant  Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Derivative Assets	$	555		$	—	$	555		$	—
Derivative Liabilities		(14,424	)		—		(14,424	)		—
Deferred Compensation Plan Assets (a)		4,772			4,772		—			—
Total	$	(9,097	)	$	4,772	$	(13,869	)	$	—

				Fair Value Measurements at Reporting Date Using
(in thousands) Description	Total Fair Value Assets (Liabilities) at 12/31/10			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant  Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Derivative Assets	$	1,355		$	—	$	1,355		$	—
Derivative Liabilities		(36,888	)		—		(36,888	)		—
Marketable Securities (available for sale)		169			169		—			—
Deferred Compensation Plan Assets (a) (b)		3,916			3,916		—			—
Total	$	(31,448	)	$	4,085	$	(35,533	)	$	—

(a) Deferred Compensation Plan Assets consist primarily of equity securities. The Company also has an offsetting liability related to the Deferred Compensation Plan, which is not disclosed in the table as it is not independently measured at fair value, but rather is set to equal fair value of the assets held in the related rabbi trust.

(b) Certain reclassifications have been made to the 2010 financial information to conform to the classification used in 2011.

The fair value of derivative assets and liabilities, consisting primarily of interest rate swaps and caps as discussed above, is calculated using proprietary models utilizing observable inputs, as well as future assumptions related to interest rates, credit risk and other variables. These calculations are performed by the financial institutions that are counterparties to the applicable swap and cap agreements and reported to the Company on a monthly basis. The Company uses these reported fair values to adjust the asset or liability as appropriate. The Company evaluates the reasonableness of the calculations by comparing similar calculations from other counterparties for the applicable period. Deferred compensation plan assets consist of publicly traded securities and are valued in accordance with market quotations. There were no transfers into or out of Level 1 or Level 2 measurements for the nine months ended September 30, 2011 or the 12 months ended December 31, 2010. The Company had no Level 3 financial instruments at any time during the nine months ended September 30, 2011 or the 12 months ended December 31, 2010.

The following estimated fair values of financial instruments have been determined by the Company using available market information and valuation methodologies.

Cash and Cash Equivalents, Cash and Cash Equivalents – Required Minimum Balance, 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. The Company maintains its cash and cash equivalents in accounts that may not be federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.

Letters of Credit and Surety Bonds – The letters of credit and surety bonds of $177.3 million and $47.1 million, respectively, have no fair value as they support the Company’s corporate operations and are not anticipated to be drawn upon.

Debt and Other Obligations – The fair values of the asset-backed medium-term notes were developed using a valuation model that utilizes current market and industry conditions, assumptions related to the Monolines providing financial guaranty policies on those notes and the limited market liquidity for such notes. Additionally, the fair value of the Term Loan was similarly developed using a valuation model and current market conditions.

The following tables provide information about the Company’s market sensitive financial instruments valued at September 30, 2011 and December 31, 2010:

Debt and other obligations at September 30, 2011	Carrying Value		Fair Value at 9/30/11
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (1)	$	815,000	$	806,406
Vehicle debt and obligations-fixed rates	$	500,000	$	496,851

(1) Includes the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates and $315 million of the Series 2010-3 VFN. The fair value excludes the impact of the related interest rate swap and caps.

Debt and other obligations at December 31, 2010	Carrying Value		Fair Value at 12/31/10
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (2)	$	1,200,000	$	1,178,875
Vehicle debt and obligations-Canadian dollar denominated	$	49,118	$	49,118
Non-vehicle debt - Term Loan	$	148,125	$	146,459

(2) Includes $500 million relating to the Series 2006-1 notes, the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates, and the $200 million Series 2010-1 VFN. The fair value excludes the impact of the related interest rate swaps and cap.

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SHARE-BASED PAYMENT PLANS - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended	1 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011 Non-qualified option rights plan	Sep. 30, 2010 Non-qualified option rights plan	Sep. 30, 2011 Non-qualified option rights plan	Sep. 30, 2010 Non-qualified option rights plan	Mar. 31, 2011 Performance Shares	Mar. 31, 2010 Performance Shares	Sep. 30, 2011 Performance Shares Year	Sep. 30, 2010 Performance Shares	Dec. 31, 2010 Performance Shares	Jan. 31, 2011 Restricted Stock Units	Sep. 30, 2011 Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized for issuance under the long-term incentive plan	2,617,452		2,617,452
Common stock available for issuance	363,017		363,017
New shares issuance to satisfy LTIP awards description			The Company issues new shares from remaining authorized common stock to satisfy LTIP awards.
Performance share incentive, stock option and restricted stock plans	$ 1,000,000	$ 800,000	$ 3,124,000	$ 3,254,000
Share-based compensation payments, income tax benefit	300,000	300,000	1,200,000	1,300,000
Stock granted during the period														9,330	9,000
Stock granted during the period, fair value per share														$ 48.24	$ 48.24
Unrecognized share based compensation expenses					300,000	1,600,000	300,000	1,600,000			4,800,000				200,000
Restricted stock units vesting date														Dec. 31, 2011
Unrecognized share based compensation expenses, weighted average recognition periods (years)											1.9
Unrecognized share based compensation expenses, recognition period					2012-04
Share based compensation awards vested and issued, intrinsic value											7,600,000	1,000,000
Share based compensation awards nonvested, intrinsic value											7,800,000
Stock options exercised, total intrinsic value					100,000	2,000,000	6,300,000	3,500,000
Percentage of employee stock option exercisable in year two													25.00%
Percentage of employee stock option exercisable in year three													75.00%
Performance share awards, vesting period													3 years
Number of shares vested									146,000	36,000					13,000
Number of performance shares target award									73,000		73,000
Number of performance shares vested, percentage									200.00%
Share based compensation earned, total value									$ 3,500,000	$ 1,700,000

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DEBT AND OTHER OBLIGATIONS

9 Months Ended

Sep. 30, 2011

DEBT AND OTHER OBLIGATIONS

7. DEBT AND OTHER OBLIGATIONS

Debt and other obligations as of September 30, 2011 and December 31, 2010 consist of the following (in thousands):

	September 30, 2011			December 31, 2010
Vehicle debt and other obligations
Asset-backed medium-term notes:
Series 2011-1 notes (matures February 2015)	$	500,000		$	—
Series 2007-1 notes (matures July 2012)		500,000			500,000
Series 2006-1 notes (matured May 2011)		—			500,000
		1,000,000			1,000,000
Discounts on asset-backed medium-term notes		(49	)		—
Asset-backed medium-term notes, net of discount		999,951			1,000,000
Series 2010-1 variable funding note (matures September 2012)		—			200,000
Series 2010-3 variable funding note (matures December 2013)		315,000			—
CAD Series 2010-1 Note (Canadian fleet financing)		—			49,118
Total vehicle debt and other obligations		1,314,951			1,249,118
Non-vehicle debt
Term Loan		—			148,125
Total non-vehicle debt		—			148,125
Total debt and other obligations	$	1,314,951		$	1,397,243

Asset-Backed Medium-Term Notes

The Series 2006-1 notes began scheduled amortization in December 2010 and were paid in full in May 2011.

The Series 2011-1 notes were issued on July 28, 2011, comprised of $420 million principal amount of Series 2011-1 Class A Notes at a fixed interest rate of 2.51% and $80 million principal amount of Series 2011-1 Class B Notes at a fixed interest rate of 4.38%. On a blended basis, the average annual coupon on the combined $500 million principal amount of the notes is approximately 2.81%. The notes will be repaid monthly over a six-month period, beginning in September 2014, with the final payment in February 2015.

The Series 2007-1 notes will begin scheduled amortization in February 2012, and will amortize over a six-month period. The Series 2007-1 notes are insured by Financial Guaranty Insurance Company (“FGIC”). The scheduled amortization period for the Series 2007-1 notes may be accelerated under certain circumstances, including an event of bankruptcy with respect to the monoline or bond insurer ( a “Monoline”). In the event of acceleration, amortization is required at the earliest of (i) the sale of the vehicle financed under the medium-term note program, (ii) three years from the original invoice date of that vehicle, or (iii) the final maturity date of the medium-term notes. The Series 2007-1 notes had an interest rate of 5.16% at September 30, 2011.

Variable Funding Notes

The Series 2010-1 Variable Funding Note (“VFN”) of $200 million and the Series 2010-2 VFN of $300 million were both undrawn at September 30, 2011. As a result of the renewal of the Series 2010-3 VFN (see below) and the issuance of the Series 2011-2 notes (see Note 16 for further discussion), these facilities were subsequently terminated in October of 2011.

On September 29, 2011, RCFC renewed the Series 2010-3 VFN, increasing the capacity to $600 million from $450 million, and the revolving period under the facility was extended to two years from the previous 364-day structure. The facility bears interest at a spread of 130 basis points above each funding institution’s cost of funds, which may be based on either the weighted average commercial paper rate, a floating one-month LIBOR rate or a Eurodollar rate. The Series 2010-3 VFN had $315 million drawn at September 30, 2011. At the end of the revolving period, the then-outstanding principal amount of the Series 2010-3 VFN will be repaid monthly over a three-month period, beginning in October 2013, with the final payment in December 2013. The Series 2010-3 VFN had an interest rate of 1.57% at September 30, 2011. The 2010-3 VFN requires compliance with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00, consistent with the terms of the Company’s Senior Secured Credit Facilities.

Senior Secured Credit Facilities

On February 9, 2011, the Company and the requisite percentage of the lenders under the Company’s Senior Secured Credit Facilities entered into an amendment (the “Amendment”), which reinstated the Company’s ability to borrow under the revolving credit facility (the “Revolving Credit Facility”) at its capacity of $231.3 million. The Company had letters of credit outstanding under the Revolving Credit Facility of $118.7 million for U.S. enhancement and $54.7 million in general purpose enhancements, with remaining available capacity of $57.9 million at September 30, 2011. Additionally, the Company is no longer required to maintain a minimum adjusted tangible net worth of $150 million and a minimum of $100 million of cash and cash equivalents. The Amendment replaced the foregoing covenants with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00.

In addition, the Amendment removed certain limitations relating to the issuance of enhancement letters of credit supporting asset-backed notes issued by RCFC. The Amendment eliminated events of default resulting from amortization events under certain series of RCFC’s outstanding asset-backed notes to the extent resulting from bankruptcy events with respect to the related Monoline. The Amendment also removed restrictions on allocation of capital spending to allow for certain franchise acquisitions and modified the language to permit dividends and share repurchases.

On September 23, 2011, the Company and the requisite percentage of the lenders under the Company’s Senior Secured Credit Facilities entered into an additional amendment, which amended the aggregate amount of all dividends, share repurchases and similar restricted payments permitted to be made by the Company to increase to $300 million, plus 50% of cumulative adjusted net income (or minus 100% of cumulative adjusted net loss, as applicable) for the period beginning January 1, 2011, through the last day of the quarter immediately preceding the restricted payment. This amendment also requires the Company to have a minimum of $100 million of unrestricted cash and/or availability under the Senior Secured Credit Facilities after giving effect to any such restricted payments, and cannot borrow under the Revolving Credit Facility in order to fund such payments.

In March and June 2011, the Company made its minimum quarterly principal payments of $2.5 million under the term loan (the “Term Loan”). On August 31, 2011, the Company repaid the outstanding balance of $143.1 million under the Term Loan and terminated the Term Loan portion of its Senior Secured Credit Facilities.

Canadian Fleet Financing

On April 18, 2011, due to the Company’s excess cash position and the cost differential between the interest rate on its Canadian fleet financing and interest rates earned on investment of excess cash, the Company fully repaid the outstanding balance of CAD $54.0 million (US $56.0 million) and terminated the CAD Series 2010 Program. The Company currently plans to fund any future Canadian fleet needs with cash on hand and cash generated from operations. Direct investments in the Canadian fleet funded from cash and cash equivalents totaled CAD $92.1 million (US $87.7 million) as of September 30, 2011.

Covenant Compliance

The Company was in compliance with all covenants under its financing arrangements as of September 30, 2011.

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Market Sensitive Financial Instruments (Parenthetical) (Detail) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations	$ 1,314,951	$ 1,397,243
Vehicle debt and other obligations | Asset-backed medium-term notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations, before discounts	1,000,000	1,000,000
Debt and other obligations	999,951	1,000,000
Vehicle debt and other obligations | Asset-backed medium-term notes | Series 2007-1 notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations, before discounts	500,000	500,000
Vehicle debt and other obligations | Asset-backed medium-term notes | Series 2006-1 notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations, before discounts		500,000
Vehicle debt and other obligations | Series 2010-1 variable funding note
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations		200,000
Vehicle debt and other obligations | Series 2010-3 variable funding note
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations	315,000
Vehicle debt and other obligations
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations	$ 1,314,951	$ 1,249,118

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 125,649	$ 118,720
Depreciation:
Vehicle depreciation	247,085	271,232
Non-vehicle depreciation	14,559	15,108
Net gains from disposition of revenue-earning vehicles	(43,129)	(63,214)
Amortization	5,703	5,472
Performance share incentive, stock option and restricted stock plans	3,124	3,254
Interest income earned on restricted cash and investments	(226)	(371)
Long-lived asset impairment		942
Recovery of losses on receivables	(428)	(743)
Deferred income taxes	59,214	39,089
(Increase) decrease in fair value of derivatives	(3,367)	(21,338)
Change in assets and liabilities:
Income taxes payable/receivable	54,241	(28,813)
Receivables	(1,747)	4,044
Prepaid expenses and other assets	5,720	(309)
Accounts payable	4,242	4,392
Accrued liabilities	(4,469)	9,084
Vehicle insurance reserves	1,021	8,920
Other	(8,708)	424
Net cash provided by operating activities	458,484	365,893
CASH FLOWS FROM INVESTING ACTIVITIES:
Revenue-earning vehicles-Purchases	(983,879)	(1,122,825)
Revenue-earning vehicles-Proceeds from sales	492,008	659,566
Change in cash and cash equivalents-required minimum balance	100,000
Net change in restricted cash and investments	76,306	333,309
Property, equipment and software-Purchases	(11,196)	(18,046)
Property, equipment and software-Proceeds from sales	353	461
Net cash used in investing activities	(326,408)	(147,535)
Debt and other obligations:
Proceeds from vehicle debt and other obligations	1,137,903	299,980
Payments of vehicle debt and other obligations	(1,072,073)	(489,966)
Payments of non-vehicle debt	(148,125)	(7,500)
Change in cash overdraft	126	1,810
Issuance of common shares	2,921	2,964
Net settlement of employee withholding taxes on share-based awards	(3,205)	(327)
Financing issue costs	(13,303)	(6,716)
Net cash used in financing activities	(95,756)	(199,755)
CHANGE IN CASH AND CASH EQUIVALENTS	36,320	18,603
CASH AND CASH EQUIVALENTS:
Beginning of period	463,153	400,404
End of period	499,473	419,007
Cash paid for (refund of):
Income taxes to taxing authorities	(32,941)	65,932
Interest	50,350	61,262
SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING NONCASH ACTIVITIES:
Sales and incentives related to revenue-earning vehicles included in receivables	33,348	49,988
Purchases of revenue-earning vehicles included in accounts payable	4,421	27
Purchases of property, equipment and software included in accounts payable	$ 310	$ 43

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SHARE-BASED PAYMENT PLANS

9 Months Ended

Sep. 30, 2011

SHARE-BASED PAYMENT PLANS

3. SHARE-BASED PAYMENT PLANS

Long-Term Incentive Plan

At September 30, 2011, the Company’s common stock authorized for issuance under the long-term incentive plan (“LTIP”) for employees and non-employee directors was 2,617,452 shares. The Company has 363,017 shares available for future LTIP awards at September 30, 2011 after reserving for the maximum potential shares that could be awarded under existing LTIP grants. The Company issues new shares from remaining authorized common stock to satisfy LTIP awards.

Compensation cost for performance shares, non-qualified option rights and restricted stock awards is recognized based on the fair value of the awards granted at the grant-date and is amortized to compensation expense on a straight-line basis over the requisite service periods of the stock awards, which are generally the vesting periods. The Company recognized compensation costs of $1.0 million and $3.1 million during the three and nine months ended September 30, 2011, respectively, and $0.8 million and $3.2 million during the three and nine months ended September 30, 2010, respectively, for such awards. The total income tax benefit recognized in the statements of income for share-based compensation payments was $0.3 million and $1.2 million for the three and nine months ended September 30, 2011, respectively, and $0.3 million and $1.3 million for the three and nine months ended September 30, 2010, respectively.

Option Rights Plan – Under the LTIP, the Human Resources and Compensation Committee may grant non-qualified option rights to key employees and non-employee directors. No awards were granted in 2011 and 2010. Expense is recognized over the service period which is the vesting period. Unrecognized expense remaining at September 30, 2011 and 2010 for the options is $0.3 million and $1.6 million, respectively, and will be recognized through April 2012.

The following table sets forth the non-qualified option rights activity under the LTIP for the nine months ended September 30, 2011:

	Number of Shares (In Thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value (In Thousands)
Outstanding at January 1, 2011		2,277		$	5.73		7.61	$	94,545
Granted		—			—
Exercised		(139	)		21.06
Canceled		(21	)		9.00
Outstanding at September 30, 2011		2,117		$	4.69		7.15	$	109,265
Fully vested options at:
September 30, 2011		1,173		$	5.62		7.02	$	59,441
Options expected to vest in the future at:
September 30, 2011		944		$	3.54		7.37	$	49,824

The total intrinsic value of options exercised during the three and nine months ended September 30, 2011 was $0.1 million and $6.3 million, respectively. The total intrinsic value of options exercised during the three and nine months ended September 30, 2010 was $2.0 million and $3.5 million, respectively.

Performance Shares – Performance share awards, which may take the form of performance shares or performance units, are granted to Company officers and certain key employees. No performance shares have been granted in 2011. In December 2010, a target number of performance units was granted. These performance units, which will settle in Company shares, will vest over a three-year requisite service period following the grant date with 25% vesting on December 31, 2012 and the remaining 75% vesting on December 31, 2013. The grant-date fair value for the awards was based on the closing market price of the Company’s common shares on the date of grant. The number of performance units ultimately earned will depend upon the level of corporate performance against a pre-established target in 2011.

In March 2011, the 2008 grant of performance shares earned from January 1, 2008 through December 31, 2010 totaling 73,000 shares, net of forfeitures, vested at 200% of the target award (total of approximately 146,000 shares) with a total value to the recipients of approximately $3.5 million. In March 2010, 36,000 performance shares, net of forfeitures, from the 2007 grant earned from January 1, 2007 through December 31, 2009, and the 2008 grant of performance shares for a retired employee vested with a total value to the recipients of approximately $1.7 million.

The following table presents the status of the Company’s nonvested performance shares as of September 30, 2011 and any changes during the nine months ended September 30, 2011:

Nonvested Shares	Shares (In  Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2011		238		$	39.07
Granted		—			—
Vested		(73	)		27.95
Forfeited		(27	)		27.79
Nonvested at September 30, 2011		138		$	47.13

At September 30, 2011, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $4.8 million, depending upon the Company’s performance against targets specified in the performance share agreement. This estimated compensation cost is expected to be recognized over the weighted average period of 1.9 years. Values of the performance shares earned will be recognized as compensation expense over the requisite service period. The total intrinsic value of vested and issued performance shares during the nine months ended September 30, 2011 and 2010 was $7.6 million and $1.0 million, respectively. As of September 30, 2011, the intrinsic value of the nonvested performance share awards was $7.8 million.

Restricted Stock Units – Under the LTIP, the Company may grant restricted stock units to key employees and non-employee directors. The grant-date fair value of the award is based on the closing market price of the Company’s common shares on the date of grant. In January 2011, non-employee directors were granted 9,330 shares with a grant-date fair value of $48.24 per share that fully vest on December 31, 2011. At September 30, 2011, the total compensation cost related to nonvested restricted stock unit awards not yet recognized is approximately $0.2 million, which is expected to be recognized on a straight-line basis over the vesting period of the restricted stock units.

The following table presents the status of the Company’s nonvested restricted stock units as of September 30, 2011 and changes during the nine months ended September 30, 2011:

Nonvested Shares	Shares (In  Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2011		64		$	4.55
Granted		9			48.24
Vested		(13	)		6.85
Forfeited		—			—
Nonvested at September 30, 2011		60		$	10.89

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EARNINGS PER SHARE - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2011
Earnings Per Share Disclosure [Line Items]
Computation of diluted earnings per share, description	For the three and nine months ended September 30, 2011 and 2010, all options to purchase shares of common stock were included in the computation of diluted earnings per share because no exercise price was greater than the average market price of the common shares.
Number of potentially dilutive shares assumed to be repurchased	800,000

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CASH AND INVESTMENTS - Additional Information (Detail) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Restricted Cash and Cash Equivalents Items [Line Items]
Book overdrafts included in accounts payable	$ 17,200,000	$ 17,000,000
Cash and cash equivalents-required minimum balance		$ 100,000,000

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PROPOSED ACQUISITION AND RELATED MATTERS - Additional Information (Detail) (USD $)	1 Months Ended
	May 18, 2011 Rights Plan	May 24, 2011 Acquisition
Business Combination, Separately Recognized Transactions [Line Items]
Exchange offer to exchange each of the Company's common stock in cash		$ 57.6
Exchange offer to exchange each of the Company's common stock in share		0.8546
Exchange offer to exchange each of the Company's common stock in share, par value of offered share		$ 0.01
Exchange offer expiration date		2011-11-01
Stock exchange offer withdrawing date		2011-10-27
Terms of shareholder rights plan	Under the provisions of the Rights Plan, which has a term of one year, the rights will be exercisable if a person or group, without the Company’s approval, acquires 20% or more of the Company’s common stock or announces a tender offer which results in the ownership of 20% or more of the Company’s common stock. The rights also will be exercisable if a person or group that already owns 20% or more of the Company’s common stock, without the Company’s approval, acquires any additional shares. If the rights become exercisable, all rights holders (other than the person triggering the rights) will be entitled to acquire the Company’s common stock at a 50% discount.
Percentage of common stock ownership by a person or group that triggers the shareholder rights plan	20.00%
Discount offered for right holders, other than the person triggering the rights, to acquire common stock if rights become exercisable	50.00%

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Market Sensitive Financial Instruments (Detail) (USD $) In Thousands	Sep. 30, 2011		Dec. 31, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, Carrying Value	$ 1,314,951		$ 1,397,243
Vehicle debt and other obligations
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, Carrying Value	1,314,951		1,249,118
Vehicle debt and other obligations | Floating rates
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, Carrying Value	815,000	[1]	1,200,000	[2]
Debt, Fair Value	806,406	[1]	1,178,875	[2]
Vehicle debt and other obligations | Fixed Rate Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, Carrying Value	500,000
Debt, Fair Value	496,851
Vehicle debt and other obligations | CAD Series 2010-1 Note
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, Carrying Value			49,118
Debt, Fair Value			49,118
Non-vehicle debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, Carrying Value			148,125
Non-vehicle debt | Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, Carrying Value			148,125
Debt, Fair Value			$ 146,459

[1] Includes the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates and $315 million of the Series 2010-3 VFN. The fair value excludes the impact of the related interest rate swap and caps.

[2] Includes $500 million relating to the Series 2006-1 notes, the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates, and the $200 million Series 2010-1 VFN. The fair value excludes the impact of the related interest rate swaps and cap.

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VEHICLE DEPRECIATION AND LEASE CHARGES, NET

9 Months Ended

Sep. 30, 2011

VEHICLE DEPRECIATION AND LEASE CHARGES, NET

4. VEHICLE DEPRECIATION AND LEASE CHARGES, NET

Vehicle depreciation and lease charges include the following (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Depreciation of revenue-earning vehicles and other	$	80,667		$	95,723		$	247,112		$	271,274
Net gains from disposal of revenue-earning vehicles		(17,368	)		(9,991	)		(43,129	)		(63,214	)
	$	63,299		$	85,732		$	203,983		$	208,060
Average gain on risk vehicles:
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Number of risk vehicles sold		15,441			15,816			30,787			49,242
Average gain on vehicles sold (per vehicle)	$	1,125		$	632		$	1,401		$	1,284
Components of vehicle depreciation per vehicle per month:
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Average depreciable fleet (units)		113,719			109,129			110,125			104,749
Average depreciation rate	$	236		$	292		$	249		$	288
Average gain on vehicles sold		(50	)		(30	)		(43	)		(67	)
Vehicle depreciation and lease charges, net	$	186		$	262		$	206		$	221

Depreciation expense for risk vehicles, which constitute the majority of the Company’s fleet, is recorded on a straight-line basis over the life of the vehicle, based on the original acquisition cost, the projected residual value at the time of sale, and the estimated length of time the vehicle will be held in service. The Company’s vehicle depreciation rates will be periodically adjusted on a prospective basis when residual value assumptions change due to changes in used vehicle market conditions.

The estimation of residual values requires the Company to make assumptions regarding the expected age and mileage of the vehicle at the time of disposal. Additionally, residual value estimates must also take into consideration overall used vehicle market conditions at the time of sale, including the impact of seasonality on vehicle residuals. The difference in residual values assumed and the proceeds realized upon sale of the vehicle is recorded as a gain or loss on the sale of the vehicle, and is recorded as a component of net vehicle depreciation and lease charges in the condensed consolidated statements of income.

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Debt and Other Obligations (Detail) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
Debt and other obligations	$ 1,314,951	$ 1,397,243
Vehicle debt and other obligations
Debt Instrument [Line Items]
Debt and other obligations	1,314,951	1,249,118
Vehicle debt and other obligations | Asset-backed medium-term notes
Debt Instrument [Line Items]
Debt and other obligations, before discounts	1,000,000	1,000,000
Discounts on asset-backed medium-term notes	(49)
Debt and other obligations	999,951	1,000,000
Vehicle debt and other obligations | Asset-backed medium-term notes | Series 2011-1 notes
Debt Instrument [Line Items]
Debt and other obligations, before discounts	500,000
Vehicle debt and other obligations | Asset-backed medium-term notes | Series 2007-1 notes
Debt Instrument [Line Items]
Debt and other obligations, before discounts	500,000	500,000
Vehicle debt and other obligations | Asset-backed medium-term notes | Series 2006-1 notes
Debt Instrument [Line Items]
Debt and other obligations, before discounts		500,000
Vehicle debt and other obligations | Series 2010-1 variable funding note
Debt Instrument [Line Items]
Debt and other obligations		200,000
Vehicle debt and other obligations | Series 2010-3 variable funding note
Debt Instrument [Line Items]
Debt and other obligations	315,000
Vehicle debt and other obligations | CAD Series 2010-1 Note
Debt Instrument [Line Items]
Debt and other obligations		49,118
Non-vehicle debt
Debt Instrument [Line Items]
Debt and other obligations		148,125
Non-vehicle debt | Term Loan
Debt Instrument [Line Items]
Debt and other obligations		$ 148,125

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2011

Fair Value of Derivatives Outstanding

The fair value of derivatives outstanding at September 30, 2011 and December 31, 2010 are as follows (in thousands):

	Fair Value of Derivative Instruments
	Asset Derivatives						Liability Derivatives
	September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate contracts	Prepaid expenses and other assets	$	—	Prepaid expenses and other assets	$	861	Accrued liabilities	$	14,424	Accrued liabilities	$	31,254
Derivatives not designated as hedging instruments
Interest rate contracts	Prepaid expenses and other assets	$	555	Prepaid expenses and other assets	$	494	Accrued liabilities	$	—	Accrued liabilities	$	5,634
Total derivatives		$	555		$	1,355		$	14,424		$	36,888

(Gain) Loss Recognized in Income on Derivatives Not Designated as Hedging Instruments

The (gain) loss recognized in income on derivatives not designated as hedging instruments for the three and nine months ended September 30, 2011 and 2010 is as follows (in thousands):

Derivatives Not Designated as Hedging Instruments	Amount of (Gain) or Loss Recognized in Income on  Derivative											Location of (Gain) or Loss Recognized in Income on Derivative
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011			2010
Interest rate contracts	$	523	$	(6,464	)	$	(3,367	)	$	(21,338	)	Net (increase) decrease in fair value of derivatives

Amount of Gain (Loss), Net of Tax and Reclassification, Recognized on the Derivative in Other Comprehensive Income (Loss) ("OCI") and Reclassified from Accumulated OCI ("AOCI") into Income (Loss)

The amount of gain (loss), net of tax and reclassification, recognized on the derivative in other comprehensive income (loss) (“OCI”) and the amount of the gain (loss) reclassified from Accumulated OCI (“AOCI”) into income (loss) for the three and nine months ended September 30, 2011 and 2010 are as follows (in thousands):

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)				Amount of Gain or  (Loss) Reclassified from AOCI into Income (Effective Portion)						Location of (Gain) or Loss Reclassified from AOCI in Income (Effective Portion
	2011		2010		2011			2010
Three Months Ended September 30,
Interest rate contracts	$	3,591	$	1,211	$	(3,572	)	$	(3,602	)	Interest expense, net of interest income
Nine Months Ended September 30,
Interest rate contracts	$	10,288	$	1,695	$	(10,654	)	$	(10,540	)	Interest expense, net of interest income

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Non-Qualified Option Rights Activity Under LTIP (Detail) (Non-qualified option rights plan, USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2011 Year
Non-qualified option rights plan
Number of Shares
Outstanding at beginning of period	2,277
Granted
Exercised	(139)
Canceled	(21)
Outstanding at end of period	2,117
Fully vested options at end of period	1,173
Options expected to vest in the future at end of period	944
Weighted Average Exercise Price
Outstanding at beginning of period	$ 5.73
Granted
Exercised	$ 21.06
Canceled	$ 9.00
Outstanding at end of period	$ 4.69
Fully vested options at end of period	$ 5.62
Options expected to vest in the future at end of period	$ 3.54
Weighted Average Remaining Contractual Term
Outstanding at beginning of period	7.61
Outstanding at end of period	7.15
Fully vested options at end of period	7.02
Options expected to vest in the future at end of period	7.37
Aggregate Intrinsic Value
Outstanding at beginning of period	$ 94,545
Outstanding at end of period	109,265
Fully vested options at the end of period	59,441
Options expected to vest in the future at end of period	$ 49,824

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Receivables (Detail) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade accounts receivable and other	$ 68,667	$ 68,528
Vehicle manufacturer receivables	28,125	4,543
Car sales receivable	5,723	1,100
Accounts Receivable, Gross, Total	102,515	74,171
Less: Allowance for doubtful accounts	(2,876)	(4,715)
Receivables, net	$ 99,639	$ 69,456

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COMPREHENSIVE INCOME (Tables)

9 Months Ended

Sep. 30, 2011

Comprehensive Income

Comprehensive income is comprised of the following (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Net income	$	66,621		$	49,165	$	125,649		$	118,720
Interest rate swap and cap adjustment, net of tax		3,591			1,211		10,288			1,695
Foreign currency translation adjustment		(9,742	)		574		(8,579	)		403
Comprehensive income	$	60,470		$	50,950	$	127,358		$	120,818

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SHARE REPURCHASE PROGRAM

9 Months Ended

Sep. 30, 2011

SHARE REPURCHASE PROGRAM

12. SHARE REPURCHASE PROGRAM

On September 26, 2011, the Company announced that its Board of Directors had increased the authorization of the share repurchase program previously announced on February 24, 2011 of up to $100 million to up to $400 million. The share repurchase program is discretionary and has no expiration date. Subject to applicable law, the Company may repurchase shares through forward stock repurchase agreements, accelerated stock buyback programs, directly in the open market, in privately negotiated transactions, or pursuant to derivative instruments or plans complying with SEC Rule 10b5-1, among other types of transactions and arrangements. Additionally, share repurchases will be subject to applicable limitations under the Senior Secured Credit Facilities, which as of September 30, 2011, permitted share repurchases totaling approximately $362 million (see Note 7 for further discussion). The Company plans to complete share repurchases of up to $100 million per quarter over the course of the next four quarters. No shares have been repurchased under the share repurchase program as of September 30, 2011. The share repurchase program may be suspended or discontinued at any time.

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SHARE REPURCHASE PROGRAM - Additional Information (Detail) (USD $) In Millions	1 Months Ended	3 Months Ended	1 Months Ended	0 Months Ended
	Sep. 26, 2011	Sep. 30, 2011	Sep. 26, 2011 Maximum	Feb. 24, 2011 Maximum
Stockholders Equity Note [Line Items]
Common stocks authorized to be repurchased		$ 362	$ 400	$ 100
Description of share repurchase program	The share repurchase program is discretionary and has no expiration date.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2011

EARNINGS PER SHARE

5. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the combined weighted average number of common shares and dilutive potential common shares outstanding which include, where appropriate, the assumed exercise of options. In computing diluted earnings per share, the Company utilizes the treasury stock method.

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share (“EPS”) is shown in the following table (in thousands, except share and per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Net income	$	66,621	$	49,165	$	125,649	$	118,720
Basic EPS:
Weighted-average common shares		28,958,718		28,644,859		28,872,747		28,592,794
Basic EPS	$	2.30	$	1.72	$	4.35	$	4.15
Diluted EPS:
Weighted-average common shares		28,958,718		28,644,859		28,872,747		28,592,794
Shares contingently issuable:
Stock options		1,964,321		1,227,828		1,984,419		1,224,370
Performance awards and non-vested shares		113,734		174,926		90,581		121,816
Employee compensation shares deferred		46,604		49,061		48,440		49,440
Director compensation shares deferred		221,452		222,802		220,554		221,042
Shares applicable to diluted		31,304,829		30,319,476		31,216,741		30,209,462
Diluted EPS	$	2.13	$	1.62	$	4.03	$	3.93

For the three and nine months ended September 30, 2011 and 2010, all options to purchase shares of common stock were included in the computation of diluted earnings per share because no exercise price was greater than the average market price of the common shares.

Although there have been no significant equity grants since 2010, shares included in the diluted earnings per share calculation increased on a year-over-year basis for both the three and nine months ended September 30, 2011. The Company uses the treasury stock method to determine the denominator used in the diluted earnings per share calculation. To derive the denominator, the number of outstanding options is reduced by the number of shares that would be repurchased from assumed proceeds of certain defined items including the exercise price of the option and the excess tax benefit that would result from the assumed exercise of the option. However, the excess tax benefit component is included only if the assumed tax benefit would decrease the Company’s current taxes payable. Since the Company does not expect to be a taxpayer for federal income tax purposes in 2011, it does not benefit from the tax deduction related to the assumed option exercises for purposes of the diluted share calculation as it did in 2010; thus, resulting in an increase in the dilutive earnings per share denominator of approximately 800,000 shares. When the Company becomes a taxpayer in the future, the tax benefit will be incorporated into the diluted share calculation and the shares included in the diluted earnings per share calculation will be reduced by the shares repurchased from the assumed proceeds; however, other factors, such as the Company’s stock price, could impact the diluted earnings per share calculation.

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PROPOSED ACQUISITION AND RELATED MATTERS

9 Months Ended

Sep. 30, 2011

PROPOSED ACQUISITION AND RELATED MATTERS

15. PROPOSED ACQUISITION AND RELATED MATTERS

As previously disclosed, in late February, the Company submitted its certification of substantial compliance with the Federal Trade Commission’s (“FTC”) Second Request relating to a potential acquisition of the Company by Avis Budget.

On May 9, 2011, Hertz announced its plans to commence an exchange offer to acquire the Company. On May 24, 2011, HDTMS, Inc., a wholly owned subsidiary of Hertz, commenced an exchange offer to exchange each of the issued and outstanding shares of the Company’s common stock for (i) $57.60 in cash, without interest and less any required withholding taxes, and (ii) 0.8546 shares of common stock, par value $0.01 per share, of Hertz common stock (the “Exchange Offer”). The Exchange Offer had an expiration date of July 8, 2011; however, Hertz extended the Exchange Offer through November 1, 2011. On October 27, 2011, Hertz announced that it was withdrawing its Exchange Offer for all outstanding shares of the Company, in light of the Company’s plan to commence its announced share repurchase program and current market conditions. However, Hertz noted that they remain interested in acquiring the Company and remain engaged with the FTC to secure antitrust clearance for a proposed transaction.

On August 21, 2011, the Company issued a letter advising Hertz and Avis Budget of the Company’s intention to solicit for submission in early October 2011 best and final definitive proposals regarding a potential business combination. In its letter, the Company stated that any proposal that did not eliminate the antitrust regulatory risk of the transaction for its shareholders would not likely be acceptable. In conjunction with the Company’s request for final proposals regarding a potential business combination on September 14, 2011, Avis Budget announced that it would not participate in a bid to buy the Company, citing current market conditions.

As of October 10, 2011, the Company had not received any proposals meeting this criterion and announced that it has formally concluded its process to solicit definitive proposals regarding a potential business combination. Consequently, the Company has terminated its solicitation process and will continue to execute its current stand-alone plan.

On May 18, 2011, the Company adopted a shareholder rights plan (the “Rights Plan”) under which the Company’s shareholders will receive rights to purchase shares of a new series of preferred stock in certain circumstances. Under the provisions of the Rights Plan, which has a term of one year, the rights will be exercisable if a person or group, without the Company’s approval, acquires 20% or more of the Company’s common stock or announces a tender offer which results in the ownership of 20% or more of the Company’s common stock. The rights also will be exercisable if a person or group that already owns 20% or more of the Company’s common stock, without the Company’s approval, acquires any additional shares. If the rights become exercisable, all rights holders (other than the person triggering the rights) will be entitled to acquire the Company’s common stock at a 50% discount.

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Computation of Weighted Average Common and Common Equivalent Shares Used in the Calculation of Basic and Diluted Earnings Per Share ("EPS") (Detail) (USD $) In Thousands, except Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Earnings Per Share Disclosure [Line Items]
Net income	$ 66,621	$ 49,165	$ 125,649	$ 118,720
Basic EPS:
Weighted-average common shares	28,958,718	28,644,859	28,872,747	28,592,794
Basic EPS	$ 2.30	$ 1.72	$ 4.35	$ 4.15
Diluted EPS:
Weighted-average common shares	28,958,718	28,644,859	28,872,747	28,592,794
Shares contingently issuable:
Stock options	1,964,321	1,227,828	1,984,419	1,224,370
Performance awards and non-vested shares	113,734	174,926	90,581	121,816
Employee compensation shares deferred	46,604	49,061	48,440	49,440
Director compensation shares deferred	221,452	222,802	220,554	221,042
Shares applicable to diluted	31,304,829	30,319,476	31,216,741	30,209,462
Diluted EPS	$ 2.13	$ 1.62	$ 4.03	$ 3.93

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2011

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables show assets and liabilities measured at fair value on a recurring basis as of September 30, 2011 and December 31, 2010 on the Company’s balance sheet, and the input categories associated with those assets and liabilities:

				Fair Value Measurements at Reporting Date Using
(in thousands) Description	Total Fair Value Assets (Liabilities) at 9/30/11			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant  Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Derivative Assets	$	555		$	—	$	555		$	—
Derivative Liabilities		(14,424	)		—		(14,424	)		—
Deferred Compensation Plan Assets (a)		4,772			4,772		—			—
Total	$	(9,097	)	$	4,772	$	(13,869	)	$	—

				Fair Value Measurements at Reporting Date Using
(in thousands) Description	Total Fair Value Assets (Liabilities) at 12/31/10			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant  Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Derivative Assets	$	1,355		$	—	$	1,355		$	—
Derivative Liabilities		(36,888	)		—		(36,888	)		—
Marketable Securities (available for sale)		169			169		—			—
Deferred Compensation Plan Assets (a) (b)		3,916			3,916		—			—
Total	$	(31,448	)	$	4,085	$	(35,533	)	$	—

(a) Deferred Compensation Plan Assets consist primarily of equity securities. The Company also has an offsetting liability related to the Deferred Compensation Plan, which is not disclosed in the table as it is not independently measured at fair value, but rather is set to equal fair value of the assets held in the related rabbi trust.

(b) Certain reclassifications have been made to the 2010 financial information to conform to the classification used in 2011.

Market Sensitive Financial Instruments

The following tables provide information about the Company’s market sensitive financial instruments valued at September 30, 2011 and December 31, 2010:

Debt and other obligations at September 30, 2011	Carrying Value		Fair Value at 9/30/11
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (1)	$	815,000	$	806,406
Vehicle debt and obligations-fixed rates	$	500,000	$	496,851

(1) Includes the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates and $315 million of the Series 2010-3 VFN. The fair value excludes the impact of the related interest rate swap and caps.

Debt and other obligations at December 31, 2010	Carrying Value		Fair Value at 12/31/10
(in thousands)
Debt:
Vehicle debt and obligations-floating rates (2)	$	1,200,000	$	1,178,875
Vehicle debt and obligations-Canadian dollar denominated	$	49,118	$	49,118
Non-vehicle debt - Term Loan	$	148,125	$	146,459

(2) Includes $500 million relating to the Series 2006-1 notes, the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates, and the $200 million Series 2010-1 VFN. The fair value excludes the impact of the related interest rate swaps and cap.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	35,498,160	35,197,167
Common stock, shares outstanding	29,006,441	28,763,452
Treasury stock, shares	6,491,719	6,433,715

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2011

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

In preparing the accompanying condensed consolidated financial statements, the Company has reviewed events that have occurred after September 30, 2011 through the issuance of the financial statements. The Company noted no reportable subsequent events other than the subsequent events noted below and in Notes 7 and 15.

On October 26, 2011, RCFC issued $400 million of asset-backed medium-term notes (the “Series 2011-2 notes”), which will be repaid monthly over a six-month period, beginning in December 2014, with an expected final maturity date of May 2015, at a fixed interest rate of 3.21%. The Series 2011-2 notes require compliance with a maximum leverage ratio of 2.25 to 1.00 and a minimum interest coverage ratio of 2.00 to 1.00, consistent with the terms of the Company’s Senior Secured Credit Facilities. In conjunction with the Series 2011-2 notes, the $300 million Series 2010-2 VFN was terminated.

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DEBT AND OTHER OBLIGATIONS - Additional Information (Detail)	1 Months Ended	3 Months Ended		9 Months Ended				1 Months Ended						9 Months Ended			9 Months Ended		9 Months Ended		9 Months Ended		9 Months Ended							3 Months Ended					1 Months Ended	9 Months Ended
	Aug. 31, 2011 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2010 USD ($)	Sep. 30, 2011 CAD	Dec. 31, 2010 USD ($)	Apr. 18, 2011 Vehicle debt and other obligations USD ($)	Apr. 18, 2011 Vehicle debt and other obligations CAD	Sep. 30, 2011 Vehicle debt and other obligations USD ($)	Dec. 31, 2010 Vehicle debt and other obligations USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Asset-backed medium-term notes USD ($)	Dec. 31, 2010 Vehicle debt and other obligations Asset-backed medium-term notes USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes Class A Notes USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes Class B Notes USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes USD ($)	Dec. 31, 2010 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2006-1 notes	Dec. 31, 2010 Vehicle debt and other obligations Asset-backed medium-term notes Series 2006-1 notes USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Series 2010-1 variable funding note USD ($)	Dec. 31, 2010 Vehicle debt and other obligations Series 2010-1 variable funding note USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Series 2010-1 variable funding note Termination of Debt	Sep. 30, 2011 Vehicle debt and other obligations Series 2010-3 variable funding note USD ($)	Sep. 29, 2011 Vehicle debt and other obligations Series 2010-3 variable funding note USD ($)	Sep. 29, 2011 Vehicle debt and other obligations Series 2010-3 variable funding note After Amendment USD ($)	Sep. 30, 2011 Vehicle debt and other obligations Series 2010-3 variable funding note Maximum	Sep. 30, 2011 Vehicle debt and other obligations Series 2010-3 variable funding note Minimum	Sep. 30, 2011 Vehicle debt and other obligations Series 2010-2 variable funding note USD ($)	Sep. 30, 2011 Revolving Credit Facility USD ($)	Feb. 09, 2011 Revolving Credit Facility USD ($)	Sep. 30, 2011 Revolving Credit Facility Letter of Credit USD ($)	Sep. 30, 2011 Revolving Credit Facility Letter of Credit US Credit Enhancements USD ($)	Sep. 30, 2011 Revolving Credit Facility Letter of Credit General Purpose Enhancements USD ($)	Feb. 28, 2011 Revolving Credit Facility After Amendment USD ($)	Sep. 30, 2011 Revolving Credit Facility After Amendment	Sep. 30, 2011 Revolving Credit Facility After Amendment Maximum	Sep. 30, 2011 Revolving Credit Facility After Amendment Minimum
Debt Instrument [Line Items]
Debt and other obligations, before discounts												$ 1,000,000,000	$ 1,000,000,000	$ 500,000,000	$ 420,000,000	$ 80,000,000	$ 500,000,000	$ 500,000,000		$ 500,000,000
Debt, revolving period																									364 days	2 years
Debt, interest rate														2.81%	2.51%	4.38%	5.16%
Notes issuance date														2011-07-28
Debt, repayment term														The notes will be repaid monthly over a six-month period, beginning in September 2014, with the final payment in February 2015.										Series 2010-3 VFN will be repaid monthly over a three-month period, beginning in October 2013, with the final payment in December 2013.
Debt instruments, amortization period														6 months			6 months							3 months
Debt, repayment start date														2014-09			2012-02		2010-12					2013-10
Debt maturity date														2015-02			2012-07		2011-05		2012-09			2013-12
Debt, interest rate																								1.57%
Line of credit, maximum borrowing capacity																					200,000,000					600,000,000			300,000,000		231,300,000
Line of credit, termination date																							2011-10
Line of credit, minimum borrowing capacity																									450,000,000
Facility spread basis points above funding institution's cost of funds																									1.30%
Debt and other obligations				1,314,951,000			1,397,243,000			1,314,951,000	1,249,118,000	999,951,000	1,000,000,000									200,000,000		315,000,000
Debt covenant, leverage ratio																											2.25										2.25
Debt covenant, interest coverage ratio																												2										2
Line of credit, amount outstanding																																	118,700,000	54,700,000
Line of credit, remaining available capacity																																57,900,000
Debt, covenant																																				Company is no longer required to maintain a minimum adjusted tangible net worth of $150 million and a minimum of $100 million of cash and cash equivalents.
Debt covenant, minimum adjusted tangible net worth																																			150,000,000
Restricted payment description																														On September 23, 2011, the Company and the requisite percentage of the lenders under the Company’s Senior Secured Credit Facilities entered into an additional amendment, which amended the aggregate amount of all dividends, share repurchases and similar restricted payments permitted to be made by the Company to increase to $300 million, plus 50% of cumulative adjusted net income (or minus 100% of cumulative adjusted net loss, as applicable) for the period beginning January 1, 2011, through the last day of the quarter immediately preceding the restricted payment. This amendment also requires the Company to have a minimum of $100 million of unrestricted cash and/or availability under the Senior Secured Credit Facilities after giving effect to any such restricted payments, and cannot borrow under the Revolving Credit Facility in order to fund such payments.
Restricted payments permitted to be made, base amount																														300,000,000
Cumulative adjusted net income percentage to be added to base amount																														50.00%
Cumulative adjusted net loss percentage to be subtracted from base amount																														100.00%
Minimum unrestricted cash required after giving effect to any restricted payments																														100,000,000
Payments of non-vehicle debt	143,100,000	2,500,000	2,500,000	148,125,000	7,500,000
Payments of Canadian fleet financing								56,000,000	54,000,000
Investments in the Canadian fleet				$ 87,700,000		92,100,000
Debt Instrument, Covenant Compliance				The Company was in compliance with all covenants under its financing arrangements as of September 30, 2011.

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VEHICLE DEPRECIATION AND LEASE CHARGES, NET (Tables)

9 Months Ended

Sep. 30, 2011

Vehicle Depreciation and Lease Charges

Vehicle depreciation and lease charges include the following (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Depreciation of revenue-earning vehicles and other	$	80,667		$	95,723		$	247,112		$	271,274
Net gains from disposal of revenue-earning vehicles		(17,368	)		(9,991	)		(43,129	)		(63,214	)
	$	63,299		$	85,732		$	203,983		$	208,060

Average Gain on Risk Vehicles

Average gain on risk vehicles:
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Number of risk vehicles sold		15,441		15,816		30,787		49,242
Average gain on vehicles sold (per vehicle)	$	1,125	$	632	$	1,401	$	1,284

Components of Vehicle Depreciation per Vehicle per Month

Components of vehicle depreciation per vehicle per month:
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Average depreciable fleet (units)		113,719			109,129			110,125			104,749
Average depreciation rate	$	236		$	292		$	249		$	288
Average gain on vehicles sold		(50	)		(30	)		(43	)		(67	)
Vehicle depreciation and lease charges, net	$	186		$	262		$	206		$	221

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2011

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements include the accounts of Dollar Thrifty Automotive Group, Inc. (“DTG”) and its subsidiaries. DTG’s significant wholly owned subsidiaries include DTG Operations, Inc., Thrifty, Inc., Dollar Rent A Car, Inc. and Rental Car Finance Corp. (“RCFC”). Thrifty, Inc. is the parent company of Thrifty Rent-A-Car System, Inc., which is the parent company of Dollar Thrifty Automotive Group Canada Inc. (“DTG Canada”). The term the “Company” is used to refer to DTG, individually or collectively with its consolidated subsidiaries, as the context may require.

The accounting policies set forth in Item 8 - Note 1 of notes to the consolidated financial statements contained in DTG’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2011, have been followed in preparing the accompanying condensed consolidated financial statements.

The condensed consolidated financial statements and notes thereto for interim periods included herein have not been audited by an independent registered public accounting firm. The condensed consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the Company’s opinion, it made all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. Results for interim periods are not necessarily indicative of results for a full year.

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COMPREHENSIVE INCOME

9 Months Ended

Sep. 30, 2011

COMPREHENSIVE INCOME

10. COMPREHENSIVE INCOME

Comprehensive income is comprised of the following (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Net income	$	66,621		$	49,165	$	125,649		$	118,720
Interest rate swap and cap adjustment, net of tax		3,591			1,211		10,288			1,695
Foreign currency translation adjustment		(9,742	)		574		(8,579	)		403
Comprehensive income	$	60,470		$	50,950	$	127,358		$	120,818

For the three months ended September 30, 2011 and 2010, the Company recorded a deferred tax liability on cash flow hedges of $2.5 million and $0.8 million, respectively, and for the nine months ended September 30, 2011 and 2010, a deferred tax liability of $6.9 million and $0.4 million, respectively. These cash flow hedges are related to the derivatives used to manage the interest rate risk associated with the Company’s vehicle-related debt.

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INCOME TAXES - Additional Information (Detail) (USD $)	1 Months Ended	3 Months Ended			9 Months Ended
	Jul. 31, 2011	Sep. 30, 2011	Mar. 31, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Income Taxes [Line Items]
Tax refund received		$ 200,000	$ 49,800,000
Tax paid	6,500,000
Tax refund receivable		11,562,000			11,562,000		65,803,000
Effective tax rate		37.10%		36.70%	39.10%	39.00%
4th quarter
Income Taxes [Line Items]
Tax refund receivable		$ 8,800,000			$ 8,800,000

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Subsequent Events - Additional Information (Detail) (USD $)					1 Months Ended
	Sep. 30, 2011	Dec. 31, 2010	Oct. 26, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Maximum Issuance of Debt Series 2011-2 notes	Oct. 26, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Minimum Issuance of Debt Series 2011-2 notes	Oct. 26, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Issuance of Debt Series 2011-2 notes	Oct. 26, 2011 Vehicle debt and other obligations Series 2010-2 variable funding note Termination of Debt	Sep. 30, 2011 Vehicle debt and other obligations	Dec. 31, 2010 Vehicle debt and other obligations	Sep. 30, 2011 Vehicle debt and other obligations Asset-backed medium-term notes	Dec. 31, 2010 Vehicle debt and other obligations Asset-backed medium-term notes
Subsequent Event [Line Items]
Debt and other obligations	$ 1,314,951,000	$ 1,397,243,000			$ 400,000,000		$ 1,314,951,000	$ 1,249,118,000	$ 999,951,000	$ 1,000,000,000
Debt, repayment term					Will repaid monthly over a six-month period, beginning in December 2014, with an expected final maturity date of May 2015
Debt instruments, amortization period					6 months
Debt, repayment start date					2014-12
Debt maturity date					2015-05
Debt, interest rate					3.21%
Debt covenant, leverage ratio			2.25
Debt covenant, interest coverage ratio				2
Line of credit, maximum borrowing capacity terminated						$ 300,000,000

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Nonvested Performance Shares (Detail) (Performance Shares, USD $)	3 Months Ended	9 Months Ended
	Mar. 31, 2011	Sep. 30, 2011
Performance Shares
Nonvested Shares
Nonvested at beginning of period	238,000	238,000
Granted
Vested	(73,000)	(73,000)
Forfeited		(27,000)
Nonvested at end of period		138,000
Weighted- Average Grant-Date Fair Value
Nonvested at beginning of period	$ 39.07	$ 39.07
Granted
Vested		$ 27.95
Forfeited		$ 27.79
Nonvested at end of period		$ 47.13

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NEW ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2011

NEW ACCOUNTING STANDARDS

14. NEW ACCOUNTING STANDARDS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2010-06, “Fair Value Measurements and Disclosures (ASC Topic 820): Improving Disclosures about Fair Value Measurements,” which amends ASC Subtopic 820, “Fair Value Measurements and Disclosures” (“ASU 2010-06”) to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The Company adopted the provisions of ASU 2010-06 regarding disclosures about transfers into and out of Levels 1 and 2 as required on January 1, 2010 (see Note 9 for required disclosure) and adopted the remaining provisions of ASU 2010-06 regarding separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements as required on January 1, 2011. The adoption of this latest provision had no impact on the Company’s financial statements as the Company has no Level 3 measurements.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”), which amends U.S. GAAP to converge U.S. GAAP and International Financial Reporting Standards (“IFRS”) by changing the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011; early adoption is not permitted. The Company plans to adopt ASU 2011-04 on January 1, 2012, as required, but does not believe this guidance will have a significant impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends U.S. GAAP to require entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented (the FASB subsequently effectively deferred the presentation requirements for reclassification adjustments during its October 2011 board meeting, pending the drafting and approval of a proposed update to supersede the applicable paragraphs of pending content in Topic 220). ASU 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company plans to adopt ASU 2011-05 on January 1, 2012, as required.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
REVENUES:
Vehicle rentals	$ 435,578	$ 425,467	$ 1,146,041	$ 1,138,029
Other	16,144	18,077	49,157	50,072
Total revenues	451,722	443,544	1,195,198	1,188,101
COSTS AND EXPENSES:
Direct vehicle and operating	214,536	204,207	583,799	577,430
Vehicle depreciation and lease charges, net	63,299	85,732	203,983	208,060
Selling, general and administrative	47,851	59,359	145,641	162,841
Interest expense, net of interest income of $306, $472, $1,053 and $965, respectively	19,627	22,335	58,899	65,392
Long-lived asset impairment		703		942
Total costs and expenses	345,313	372,336	992,322	1,014,665
(Increase) decrease in fair value of derivatives	523	(6,464)	(3,367)	(21,338)
INCOME BEFORE INCOME TAXES	105,886	77,672	206,243	194,774
INCOME TAX EXPENSE	39,265	28,507	80,594	76,054
NET INCOME	$ 66,621	$ 49,165	$ 125,649	$ 118,720
BASIC INCOME PER SHARE	$ 2.30	$ 1.72	$ 4.35	$ 4.15
DILUTED INCOME PER SHARE	$ 2.13	$ 1.62	$ 4.03	$ 3.93

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Vehicle Depreciation and Lease Charges (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Property, Plant, and Equipment Disclosure [Line Items]
Depreciation of revenue-earning vehicles and other	$ 80,667	$ 95,723	$ 247,112	$ 271,274
Net gains from disposition of revenue-earning vehicles	(17,368)	(9,991)	(43,129)	(63,214)
Vehicle depreciation and lease charges, net	$ 63,299	$ 85,732	$ 203,983	$ 208,060

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Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (USD $) In Thousands	Sep. 30, 2011		Dec. 31, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	$ 555		$ 1,355
Derivative Liabilities	(14,424)		(36,888)
Marketable Securities (available for sale)			169
Deferred Compensation Plan Assets	4,772	[1]	3,916	[1],[2]
Total	(9,097)		(31,448)
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities (available for sale)			169
Deferred Compensation Plan Assets	4,772	[1]	3,916	[1],[2]
Total	4,772		4,085
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	555		1,355
Derivative Liabilities	(14,424)		(36,888)
Total	$ (13,869)		$ (35,533)

[1] Deferred Compensation Plan Assets consist primarily of equity securities. The Company also has an offsetting liability related to the Deferred Compensation Plan, which is not disclosed in the table as it is not independently measured at fair value, but rather is set to equal fair value of the assets held in the related rabbi trust.

[2] Certain reclassifications have been made to the 2010 financial information to conform to the classification used in 2011.

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COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Apr. 04, 2011
Commitments and Contingencies Disclosure [Line Items]
Favorable insurance reserve adjustments	$ (10.6)
Data processing service agreement		$ 72
Service agreement, duration of written notice to be provided before termination		120 days
Data processing service agreement period		3 years 6 months
Change of Control of Company
Commitments and Contingencies Disclosure [Line Items]
Service agreement, duration of written notice to be provided before termination		60 days

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DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Detail) (USD $)	9 Months Ended
	Sep. 30, 2011
Derivative [Line Items]
Ineffectiveness of interest rate contracts recorded in income	$ 0
Estimated amount of net deferred loss related to 2007 swap to be reclassified into earnings within the next 12 months	9,000,000
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	400,000
Interest Rate Cap
Derivative [Line Items]
Notional amount of interest rate derivatives	$ 1,100,000,000
Derivative instruments, termination date	2013-12
Series 2007-1 notes | Interest Rate Swap
Derivative [Line Items]
Derivative instruments, agreement entrance date	2007-05
Interest Rate Swap
Derivative [Line Items]
Derivative instruments, termination date	2012-07

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Fair Value of Derivatives Outstanding (Detail) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 555	$ 1,355
Liability Derivatives	14,424	36,888
Derivatives designated as hedging instruments | Interest rate contracts | Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives		861
Derivatives designated as hedging instruments | Interest rate contracts | Accrued Liability
Derivatives, Fair Value [Line Items]
Liability Derivatives	14,424	31,254
Derivatives not designated as hedging instruments | Interest rate contracts | Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	555	494
Derivatives not designated as hedging instruments | Interest rate contracts | Accrued Liability
Derivatives, Fair Value [Line Items]
Liability Derivatives		$ 5,634

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COMPREHENSIVE INCOME - Additional Information (Detail) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Comprehensive Income (Loss) [Line Items]
Deferred tax liability/asset on cash flow hedges	$ 2.5	$ 0.8	$ 6.9	$ 0.4

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Average Gain on Risk Vehicles (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2011 Vehicle	Sep. 30, 2010 Vehicle	Sep. 30, 2011 Vehicle	Sep. 30, 2010 Vehicle
Property, Plant, and Equipment Disclosure [Line Items]
Number of risk vehicles sold	15,441	15,816	30,787	49,242
Average gain on vehicles sold (per vehicle)	1,125	632	1,401	1,284