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 June 30, 2012

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 July 27, 2012 was 27,866,943.

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 25

ITEM 3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK 35

ITEM 4. CONTROLS AND PROCEDURES 36

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 37

ITEM 1A. RISK FACTORS  37

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS 37

ITEM 6. EXHIBITS  39

SIGNATURES 41

INDEX TO EXHIBITS  42

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 2012” 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 relating to our business that could materially affect our future results include:

●   constraints on our growth and profitability given the challenges we face in increasing our market share in the key airport and local markets we serve, high barriers to entry in the insurance replacement market, capital and other constraints on expanding company-owned stores internationally and the challenges we would face in further reducing our expenses;

●   the impact of the continuing challenging global economic environment, the ongoing Eurozone sovereign debt issues and governmental actions to address budget deficits through austerity and other measures, which are fueling concerns about global economic prospects and could materially adversely affect unemployment rates and consumer discretionary spending, including for international inbound travel to the United States and for leisure travel more generally, on which we are substantially dependent;

●   the continuing significant political unrest and other concerns involving 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;

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●   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 level of risk vehicles (i.e., those vehicles not acquired through a guaranteed residual value program) in our fleet and our exposure to wholesale used vehicle prices;

●   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 2012 based on pricing volatility in the used vehicle market;

●   our ability to reduce our fleet capacity as and when projected by our plans;

●   the continuing strength of the U.S. automotive industry on which we depend for vehicle supply;

●   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 and mobile applications increases in the marketing and sale of travel-related services;

●   the effectiveness of actions we take to maintain a low cost structure and to manage liquidity;

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

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

●   our ability to comply with financial covenants, and the impact of those covenants on our operating and financial flexibility;

●   whether our preliminary expectations about our federal income tax position are affected by changes in our expected fleet size or operations or further legislative initiatives relating to taxes in the United States or elsewhere;

●   our ability to continue to defer the reversal of prior period tax deferrals and the availability of accelerated depreciation payments in future periods, the lack of either of which could result in material cash federal income tax payments in future periods;

●   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.

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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 sheets of Dollar Thrifty Automotive Group, Inc. and subsidiaries (the “Company”) as of June 30, 2012, and the related condensed consolidated statements of comprehensive income for the three-month and six-month periods ended June 30, 2012 and 2011, and the condensed consolidated statements of cash flows for the six-month periods ended June 30, 2012 and 2011. These financial statements are the responsibility of the Company’s management.

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 condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2011, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated February 28, 2012, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2011, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ ERNST & YOUNG LLP

Tulsa, Oklahoma

August 2, 2012

4

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(In Thousands Except Per Share Data)
	Three Months					Six Months
	Ended June 30,					Ended June 30,
	(Unaudited)
	2012		2011			2012		2011
REVENUES:
Vehicle rentals	$	378,897	$	378,191		$	717,986	$	710,463
Other		16,489		16,938			33,674		33,013
Total revenues		395,386		395,129			751,660		743,476
COSTS AND EXPENSES:
Direct vehicle and operating		196,461		190,958			380,673		369,263
Vehicle depreciation and lease charges, net		57,506		66,510			99,237		140,684
Selling, general and administrative		47,477		48,843			93,025		97,790
Interest expense, net of interest income of
$471, $282, $964 and $747, respectively		15,327		18,295			32,395		39,272
Total costs and expenses		316,771		324,606			605,330		647,009
(Increase) decrease in fair value of derivatives		209		(416	)		485		(3,890	)
INCOME BEFORE INCOME TAXES		78,406		70,939			145,845		100,357
INCOME TAX EXPENSE		28,979		28,434			56,047		41,329
NET INCOME	$	49,427	$	42,505		$	89,798	$	59,028
BASIC EARNINGS PER SHARE	$	1.77	$	1.47		$	3.16	$	2.05
DILUTED EARNINGS PER SHARE	$	1.69	$	1.36		$	3.03	$	1.89
COMPREHENSIVE INCOME	$	49,288	$	45,826		$	98,610	$	66,888
See notes to condensed consolidated financial statements.

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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2012 AND DECEMBER 31, 2011
(In Thousands Except Share and Per Share Data)
	June 30,			December 31,
	2012			2011
ASSETS	(Unaudited)
Cash and cash equivalents	$	285,477		$	508,648
Restricted cash and investments		199,002			353,265
Receivables, net		107,298			95,360
Prepaid expenses and other assets		77,020			65,959
Revenue-earning vehicles, net		2,107,982			1,467,835
Property and equipment, net		79,571			84,278
Income taxes receivable		3,998			18,786
Software, net		19,888			21,535
Total assets	$	2,880,236		$	2,615,666
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable	$	61,260		$	54,377
Accrued liabilities		123,920			124,185
Deferred income tax liability		369,582			342,962
Vehicle insurance reserves		80,317			86,515
Debt and other obligations		1,562,142			1,399,955
Total liabilities		2,197,221			2,007,994
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value:
Authorized 10,000,000 shares; none outstanding		-			-
Common stock, $.01 par value:
Authorized 200,000,000 and 50,000,000 shares, respectively;
36,194,393 and 36,048,606 issued, respectively, and
27,889,437 and 29,556,887 outstanding, respectively		362			361
Additional capital		954,082			848,843
Retained earnings (deficit)		87,379			(2,419	)
Accumulated other comprehensive income (loss)		1,195			(7,617	)
Treasury stock, at cost (8,304,956 and 6,491,719 shares, respectively)		(360,003	)		(231,496	)
Total stockholders' equity		683,015			607,672
Total liabilities and stockholders' equity	$	2,880,236		$	2,615,666
See notes to condensed consolidated financial statements.

6

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(In Thousands)
	Six Months
	Ended June 30,
	(Unaudited)
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	89,798		$	59,028
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation:
Vehicle depreciation		136,068			166,427
Non-vehicle depreciation		8,857			9,773
Net gains from disposition of revenue-earning vehicles		(36,831	)		(25,761	)
Amortization		3,601			3,807
Performance share incentive, stock option and restricted stock plans		3,416			2,137
Interest income earned on restricted cash and investments		(398	)		(160	)
Deferred income taxes		26,725			15,083
Swap termination reclassification		8,131			-
Change in fair value of derivatives		485			(3,890	)
Change in assets and liabilities:
Income taxes payable/receivable		14,788			70,810
Receivables		(11,259	)		(2,636	)
Prepaid expenses and other assets		(3,027	)		(3,984	)
Accounts payable		1,053			6,203
Accrued liabilities		710			(8,540	)
Vehicle insurance reserves		(6,198	)		(1,859	)
Other		(876	)		997
Net cash provided by operating activities		235,043			287,435
CASH FLOWS FROM INVESTING ACTIVITIES:
Revenue-earning vehicles - Purchases		(1,254,875	)		(861,596	)
Revenue-earning vehicles - Proceeds from sales		522,557			250,430
Change in cash and cash equivalents - required minimum balance		-			100,000
Net change in restricted cash and investments		154,661			151,207
Property, equipment and software - Purchases		(10,013	)		(7,891	)
Property, equipment and software - Proceeds from sales		3,486			21
Net cash used in investing activities		(584,184	)		(367,829	)
				(Continued)

7

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(In Thousands)
			Six Months
			Ended June 30,
			(Unaudited)
			2012			2011
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt and other obligations:
Proceeds from vehicle debt and other obligations				578,845			637,955
Payments of vehicle debt and other obligations				(416,665	)		(557,073	)
Payments of non-vehicle debt				-			(5,000	)
Issuance of common shares				849			2,880
Net settlement of employee withholding taxes on share-based awards				(1,164	)		(3,205	)
Purchase of common stock for the treasury				(27,343	)		-
Financing issue costs				(8,552	)		(2,243	)
Net cash provided by financing activities				125,970			73,314
CHANGE IN CASH AND CASH EQUIVALENTS				(223,171	)		(7,080	)
CASH AND CASH EQUIVALENTS:
Beginning of period				508,648			463,153
End of period			$	285,477		$	456,073
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid for (refund of):
		Income taxes	$	14,478		$	(44,625	)
		Interest	$	27,573		$	34,123
SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING
	NONCASH ACTIVITIES:
	Sales and incentives related to revenue-earning vehicles   included in receivables		$	24,271		$	25,689
	Purchases of revenue-earning vehicles included   in accounts payable		$	13,512		$	9,519
	Purchases of property, equipement and software included   in accounts payable		$	413		$	177
Certain reclassifications have been made to the 2011 financial information to conform to the classification used in 2012.
See notes to condensed consolidated financial statements.

8

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2012 AND 2011

(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, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2012, 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 June 30, 2012 and December 31, 2011, there was $15.0 million and $19.0 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.

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.

3.   SHARE-BASED PAYMENT PLANS

Long-Term Incentive Plan

At June 30, 2012, the Company’s common stock authorized for issuance under the long-term incentive plan (“LTIP”) for employees and non-employee directors was 2,918,067 shares.  

9

The Company has 1,168,546 shares available for future LTIP awards at June 30, 2012 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 non-qualified option rights, performance shares 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 $2.1 million and $4.0 million during the three and six months ended June 30, 2012, respectively, and $0.9 million and $2.1 million during the three and six months ended June 30, 2011, respectively, for such awards.  The total income tax benefit recognized in the statements of comprehensive income for share-based compensation payments was $0.8 million and $1.6 million for the three and six months ended June 30, 2012, respectively, and $0.4 million and $0.9 million for the three and six months ended June 30, 2011, 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.  The maximum number of shares for which option rights may be granted under the LTIP to any participant during any calendar year is 285,000.  No awards were granted in 2012 or 2011.  The grant-date fair value of options vested during both the three and six months ended June 30, 2012 was $1.6 million.  The grant-date fair value of options vested during the three and six months ended June 30, 2011 was $0.5 million and $1.6 million, respectively.  Expense is recognized over the service period which is the vesting period.  No unrecognized expense for the options is remaining at June 30, 2012.

The following table sets forth the non-qualified option rights activity under the LTIP for the six months ended June 30, 2012:

						Weighted-
				Weighted-		Average		Aggregate
	Number of			Average		Remaining		Intrinsic
	Shares			Exercise		Contractual		Value
	(In Thousands)			Price		Term		(In Thousands)
Outstanding at January 1, 2012		1,575		$	5.11		6.89	$	102,579
Granted		-			-
Exercised		(107	)		7.93
Canceled (Forfeited/Expired)		-			-
Outstanding at June 30, 2012		1,468		$	4.91		5.92	$	111,608
Fully vested and exercisable options at:
June 30, 2012		1,468		$	4.91		5.92	$	111,608

The total intrinsic value of options exercised during the three and six months ended June 30, 2012 was $1.7 million and $7.3 million, respectively.   The total intrinsic value of options exercised during the three and six months ended June 30, 2011 was $3.5 million and $6.2 million, respectively.  Total cash received by the Company for non-qualified option rights exercised during the three and six months ended June 30, 2012 totaled $0.2 million and $0.8 million, respectively.  Total cash received by the Company for non-qualified option rights exercised during the three and six months ended June 30, 2011 totaled $1.5 million and $2.9 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.  The maximum amount of performance share awards that may be granted under the LTIP during any year to any participant is 160,000 common shares.  Compensation expense related to the performance shares is recognized over the vesting period.

In February 2012, the Company granted 29,135 performance units related to the 2011 incentive compensation plan with a grant-date fair value of $76.17 per share.  

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These performance units, which will settle in Company shares, will vest over the requisite service period with 25% vesting on December 31, 2012 and the remaining 75% vesting on December 31, 2013.  The grant-date fair value for this award was based on the closing market price of the Company’s common shares on the date of grant.

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 intrinsic value to the recipients of approximately $3.5 million.  The Company withheld approximately 52,000 of these shares for the payment of taxes owed by the recipients and designated the shares withheld as treasury shares.

The following table presents the status of the Company’s nonvested performance shares as of June 30, 2012 and any changes during the six months ended June 30, 2012:

				Weighted-Average
	Shares			Grant-Date
Nonvested Shares	(In Thousands)			Fair Value
Nonvested at January 1, 2012		262		$	59.11
Granted		29			76.17
Vested		(2	)		52.11
Forfeited		(7	)		59.79
Nonvested at June 30, 2012		282		$	60.89

At June 30, 2012, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $9.6 million, based on the Company’s expectation that it will meet or exceed the targets specified in the performance share agreement.  This estimated compensation cost is expected to be recognized over the weighted-average period of 1.7 years.  The total intrinsic value of vested and issued performance shares during the six months ended June 30, 2012 and 2011 was $0.1 million and $7.6 million, respectively.  As of June 30, 2012, the intrinsic value of the nonvested performance share awards was $22.8 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 2012, non-employee directors were granted 6,815 shares with a grant-date fair value of $73.42 per share that fully vest on December 31, 2012.  The total intrinsic value of vested and issued restricted stock units during the six months ended June 30, 2012 and 2011 was $2.7 million and $1.1 million, respectively.  At June 30, 2012, the total compensation cost related to nonvested restricted stock unit awards not yet recognized is approximately $0.3 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 June 30, 2012 and changes during the six months ended June 30, 2012:

				Weighted-Average
	Shares			Grant-Date
Nonvested Shares	(In Thousands)			Fair Value
Nonvested at January 1, 2012		34		$	5.41
Granted		7			73.42
Vested		(34	)		5.41
Forfeited		-			-
Nonvested at June 30, 2012		7		$	73.42

4.   VEHICLE DEPRECIATION AND LEASE CHARGES, NET

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

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
Depreciation of revenue-earning vehicles and other	$	80,077		$	84,343		$	136,068		$	166,445
Net gains from disposal of revenue-earning vehicles		(22,571	)		(17,833	)		(36,831	)		(25,761	)
	$	57,506		$	66,510		$	99,237		$	140,684

Average gain on Non-Program Vehicles:

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
Number of Non-Program Vehicles sold		18,711		8,428		33,067		15,346
Average gain on vehicles sold (per vehicle)	$	1,206	$	2,116	$	1,114	$	1,679

Components of vehicle depreciation per vehicle per month:

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
Average depreciable fleet (units)		118,485			117,876			110,536			108,299
Average depreciation rate	$	225		$	238		$	205		$	256
Average gain on vehicles sold		(63	)		(50	)		(55	)		(39	)
Vehicle depreciation and lease charges, net	$	162		$	188		$	150		$	217

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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.”

Depreciation expense for Non-Program Vehicles, which constitute substantially all 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 in service.  The Company’s vehicle depreciation rates are 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 comprehensive income.

5.   EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period.  Diluted EPS 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 EPS, 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 EPS is shown in the following table (in thousands, except share and per share data):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
Net income	$	49,427	$	42,505	$	89,798	$	59,028
Basic EPS:
Weighted-average common shares		28,001,134		28,896,750		28,374,782		28,829,062
Basic EPS	$	1.77	$	1.47	$	3.16	$	2.05
Diluted EPS:
Weighted-average common shares		28,001,134		28,896,750		28,374,782		28,829,062
Shares contingently issuable:
Stock options		866,060		2,003,320		879,418		1,994,468
Performance awards and non-vested shares		125,825		119,675		103,438		79,005
Employee compensation shares deferred		24,577		49,406		32,419		49,359
Director compensation shares deferred		224,535		221,452		223,661		220,105
Shares applicable to diluted		29,242,131		31,290,603		29,613,718		31,171,999
Diluted EPS	$	1.69	$	1.36	$	3.03	$	1.89

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For the three and six months ended June 30, 2012 and 2011, all options to purchase shares of common stock were included in the computation of diluted EPS because no exercise price was greater than the average per share market price of the common shares.

Shares included in the diluted EPS calculation related to shares contingently issuable for stock options decreased on a year-over-year basis for both the three and six months ended June 30, 2012, from the three and six months ended June 30, 2011. The Company uses the treasury stock method to determine the denominator used in the diluted EPS 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. In 2012, the Company has projected that it will be a taxpayer and the tax benefit of the repurchases of shares from the assumed proceeds is incorporated into the diluted share calculation.  The impact of the assumed tax benefit in 2012 is a reduction in diluted shares outstanding of approximately 600,000 shares.  In 2011, the Company was not a taxpayer for federal income tax purposes and did not benefit from the tax deduction related to the assumed option exercises for purposes of the diluted share calculation, thus increasing the number of shares included in the diluted EPS calculation by approximately 800,000 shares.  Other factors, such as the Company’s stock price and stock options exercised, also impact the diluted EPS calculation.

During the three and six months ended June 30, 2012, the Company repurchased 283,250 and 1,798,643 shares of its common stock, respectively, which reduced the weighted-average common shares outstanding. See Note 10 for further discussion of the share repurchase program.

6.   RECEIVABLES

Receivables consist of the following (in thousands):

	June 30,			December 31,
	2012			2011
Trade accounts receivable and other	$	83,531		$	74,403
Vehicle manufacturer receivables		19,864			21,510
Car sales receivable		5,836			2,287
		109,231			98,200
Less:  Allowance for doubtful accounts		(1,933	)		(2,840	)
	$	107,298		$	95,360

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 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.

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 June 30, 2012 and December 31, 2011 consist of the following (in thousands):

		June 30,			December 31,
		2012			2011
Vehicle debt and other obligations
Asset-backed medium-term notes:
Series 2011-2 notes (matures May 2015)	$	400,000		$	400,000
Series 2011-1 notes (matures February 2015)		500,000			500,000
Series 2007-1 notes (matures July 2012)		83,333			500,000
		983,333			1,400,000
Discounts on asset-backed medium-term notes		(36	)		(45	)
Asset-backed medium-term notes, net of discount		983,297			1,399,955
Series 2010-3 variable funding notes (matures December 2013)		510,000			-
CAD Series 2012-1 notes (Canadian fleet financing)		68,845			-
(matures August 2014)
Total debt and other obligations	$	1,562,142		$	1,399,955

Asset-Backed Medium-Term Notes

Asset-backed medium-term notes were issued by RCFC in October 2011 (the “Series 2011-2 notes”), July 2011 (the “Series 2011-1 notes”), and May 2007 (the “Series 2007-1 notes”).

The $400 million of Series 2011-2 notes were issued at a fixed interest rate of 3.21% and will be repaid monthly over a six-month period, beginning in December 2014, with an expected final maturity date of May 2015.  At June 30, 2012, the Series 2011-2 notes required compliance with a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million, consistent with the terms of the Company’s Revolving Credit Facility (hereinafter defined).

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

The Series 2007-1 notes began scheduled amortization in February 2012.  During the three and six months ended June 30, 2012, $250.0 million and $416.7 million of principal payments were made, respectively, with the remaining $83.3 million paid in July 2012.   At June 30, 2012, the Series 2007-1 notes had an interest rate of 0.59%.

Variable Funding Notes

The Company had drawn $510 million of the $600 million Series 2010-3 variable funding note (“VFN”) at June 30, 2012.  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 due in December 2013.  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 an interest rate of 1.58% at June 30, 2012.  The Series 2010-3 VFN also has a facility fee commitment rate of up to 0.8% per annum on any unused portion of the facility. The Series 2010-3 VFN requires compliance with a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million, consistent with the terms of the Company’s Revolving Credit Facility.

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Canadian Fleet Financing

On March 9, 2012, the Company completed a CAD Series 2012-1 $150 million Canadian fleet securitization program (the “CAD Series 2012-1 notes”).  This program has a term of two years and requires a program fee of 150 basis points above the one-month rate for Canadian dollar denominated bankers’ acceptances and a utilization fee of 65 basis points on the unused CAD Series 2012-1 amount.  At June 30, 2012, CAD $70 million (US $68.8 million) of the CAD Series 2012-1 notes had been drawn.  The CAD Series 2012-1 notes had an interest rate of 2.69% at June 30, 2012.

Revolving Credit Facility

On February 16, 2012, the Company terminated the existing senior secured credit facility and replaced it with a new $450 million revolving credit facility (the “Revolving Credit Facility”) that expires in February 2017.  Pricing under the Revolving Credit Facility is grid-based with a spread above LIBOR that will range from 300 basis points to 350 basis points, based upon usage of the facility.  Commitment fees under the Revolving Credit Facility will equal 50 basis points on unused capacity.  Under the Revolving Credit Facility, the Company is subject to a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million.  In addition, the Revolving Credit Facility contains various restrictive covenants including, among others, limitations on the Company’s and its subsidiaries’ ability to incur additional indebtedness, make loans, acquisitions or other investments, grant liens on their respective property, dispose of assets, pay dividends or conduct stock repurchases, make capital expenditures or engage in certain transactions with affiliates.

Under the Revolving Credit Facility, the Company has the ability (subject to specified conditions and limitations), among other things, to incur up to $400 million of unsecured indebtedness; to enter into permitted acquisitions of up to $250 million in the aggregate during the term of the Revolving Credit Facility and to incur financing and assume indebtedness in connection therewith; to make investments in the Company’s U.S. special-purpose financing entities (including RCFC) and its Canadian special-purpose financing entities, in aggregate amounts at any time outstanding of up to $750 million and $150 million, respectively; and to make dividend, stock repurchase and other restricted payments in an amount up 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, 2012 and ending on the last day of the fiscal quarter immediately preceding the restricted payment.

The Company had letters of credit outstanding under the Revolving Credit Facility of $19.0 million for U.S. enhancement and $46.5 million in general purpose letters of credit with a remaining available capacity of $384.5 million at June 30, 2012.

Covenant Compliance

As of June 30, 2012, the Company is in compliance with all covenants under its various financing arrangements.

8.   DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in interest rates, and has historically entered into interest rate swap and cap agreements to manage that risk.  Additionally, some of the Company’s debt facilities require interest rate cap agreements in order to limit the Company’s exposure to increases in interest rates.  The Company used interest rate swap agreements for asset-backed medium-term note issuances in 2007 to effectively convert variable interest rates to fixed interest rates; however, in late 2011, the Company terminated its 2007 swap agreements and paid a termination fee of $8.8 million to settle the outstanding liability.  

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The remaining unamortized value of the hedge deferred in accumulated other comprehensive income (loss) on the balance sheet is being reclassified into earnings as interest expense over the remaining term of the related debt through July 2012.  During the three and six months ended June 30, 2012, $3.2 million and $8.1 million was reclassified into earnings as interest expense, respectively. The Company has also used interest rate cap agreements for its Series 2010-3 VFN, to effectively limit the variable interest rate on a total of $600 million in asset-backed VFNs.  These cap agreements have a termination date of July 2014.  There were no derivatives designated as hedging instruments at June 30, 2012 or December 31, 2011.

The fair value of derivatives outstanding at June 30, 2012 and December 31, 2011 are as follows (in thousands):

Fair Value of Derivative Instruments

Asset Derivatives

Liability Derivatives

June 30,

December 31,

June 30,

December 31,

2012

2011

2012

2011

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives not designated as hedging instruments

Interest rate contracts

Prepaid expenses and  other assets

$

63

Prepaid expenses and other assets

$

548

Accrued liabilities

$

-

Accrued liabilities

$

-

The (gain) loss recognized on interest rate swap and cap agreements that do not qualify for hedge accounting treatment and thus are not designated as hedging instruments for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

	Amount of (Gain) or Loss Recognized in Income on Derivative										Location of (Gain) or Loss Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012		2011			2012		2011
											Net (increase) decrease in
Interest rate contracts	$	209	$	(416	)	$	485	$	(3,890	)	fair value of derivatives

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The amount of gain (loss), net of tax and reclassification, recognized on the terminated hedging instruments in other comprehensive income (loss) (“OCI”) and the amount of the gain (loss) reclassified from Accumulated OCI (“AOCI”) into income for the three and six months ended June 30, 2012 and 2011 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)
	2012		2011		2012			2011
Three Months Ended
June 30,											Interest expense, net of
Interest rate contracts	$	-	$	3,075	$	(1,893	)	$	(3,673	)	interest income
Six Months Ended
June 30,											Interest expense, net of
Interest rate contracts	$	-	$	6,697	$	(4,732	)	$	(7,082	)	interest income

Additionally, $0.4 million, net of tax, was reclassified from AOCI related to the discontinuance of a cash flow hedge during the six months ended June 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 for identical instruments 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 June 30, 2012 and December 31, 2011 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 6/30/12		(Level 1)		(Level 2)		(Level 3)
Derivative Assets	$	63	$	-	$	63	$	-
Deferred Compensation      Plan Assets (a)		6,701		6,701		-		-
Total	$	6,764	$	6,701	$	63	$	-

			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 12/31/11		(Level 1)		(Level 2)		(Level 3)
Derivative Assets	$	548	$	-	$	548	$	-
Deferred Compensation      Plan Assets (a)		5,752		5,752		-		-
Total	$	6,300	$	5,752	$	548	$	-

(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 is set to equal fair value of the assets held in the related rabbi trust.

The fair value of derivative assets, consisting of interest rate 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 cap agreements and reported to the Company on a monthly basis.   The Company uses these reported fair values to adjust the asset as appropriate.  The Company evaluates the reasonableness of the calculations by comparing similar calculations from other counterparties for the applicable period and performs back-testing through use of the look back approach to evaluate the fair value provided by the financial institutions.  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 six months ended June 30, 2012 or the 12 months ended December 31, 2011.  The Company’s policy is to recognize transfers between levels as of the beginning of the period in which the event or change in circumstances triggering the transfer occurs.  The Company had no Level 3 financial instruments at any time during the six months ended June 30, 2012 or the 12 months ended December 31, 2011.

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

Cash and Cash Equivalents and Restricted Cash and Investments – Cash and cash equivalents and restricted cash and investments consist of short-term, highly liquid investments with original maturities of three months or less when purchased and are comprised primarily of bank deposits, commercial paper and money market funds. The carrying amounts of these items are a reasonable estimate of their fair value due to the short-term nature of these instruments. The Company maintains its cash and cash equivalents in accounts that may not be federally insured.

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Receivables and Accounts Payable –The carrying amounts of these items are a reasonable estimate of their fair value. The Company has not experienced any material losses in such accounts and believes it is not exposed to significant credit risk.

Debt and Other Obligations – The fair values of the debt traded on the secondary markets were developed utilizing a market approach based on observable inputs from similar debt arrangements and from information regarding the trading of the Company’s debt in non-active secondary markets and, thus, the debt is classified as Level 2 in the fair value hierarchy.  The Company’s other debt is not traded, including floating rate debt for which the carrying amounts are a reasonable estimate of the fair value, as well as fixed rate debt for which the fair values were estimated utilizing an income approach based on discount rates derived from other comparable issuances that include certain unobservable inputs.  The non-traded debt is classified as Level 3 in the fair value hierarchy.  A portion of the Company’s debt is denominated in Canadian dollars, and its carrying value is impacted by exchange rate fluctuations.  However, this foreign currency risk is mitigated by the underlying collateral, which is the Company’s Canadian fleet.

The following tables provide information about the Company’s market sensitive financial instruments valued at June 30, 2012 and December 31, 2011:

							Fair Value Measurements at Reporting Date Using
	Carrying Value			Fair Value			Quoted Prices in		Significant Other			Significant
	Assets			Assets			Active Markets for		Observable			Unobservable
	(Liabilities)			(Liabilities)			Identical Assets		Inputs			Inputs
Description	at 6/30/12			at 6/30/12			(Level 1)		(Level 2)			(Level 3)
(in thousands)
Vehicle debt and obligations-
floating rates (1)	$	(593,333	)	$	(593,257	)	$	-	$	(83,257	)	$	(510,000	)
Vehicle debt and obligations-
fixed rates		(900,000	)		(923,426	)		-		(511,954	)		(411,472	)
Canadian dollar denominated
vehicle debt and obligations-
floating rates		(68,845	)		(68,845	)		-		-			(68,845	)
Total	$	(1,562,178	)	$	(1,585,528	)	$	-	$	(595,211	)	$	(990,317	)

(1) Includes $83.3 million of Series 2007-1 notes and the $510 million Series 2010-3 VFN.  The fair value excludes the impact of the related interest rate cap.

							Fair Value Measurements at Reporting Date Using
	Carrying Value			Fair Value			Quoted Prices in		Significant Other			Significant
	Assets			Assets			Active Markets for		Observable			Unobservable
	(Liabilities)			(Liabilities)			Identical Assets		Inputs			Inputs
Description	at 12/31/11			at 12/31/11			(Level 1)		(Level 2)			(Level 3)
(in thousands)
Vehicle debt and obligations-
floating rates	$	(500,000	)	$	(495,820	)	$	-	$	(495,820	)	$	-
Vehicle debt and obligations-
fixed rates		(900,000	)		(899,292	)		-		(499,292	)		(400,000	)
Total	$	(1,400,000	)	$	(1,395,112	)	$	-	$	(995,112	)	$	(400,000	)

10.   STOCKHOLDERS’ EQUITY

Share Repurchase Program

In September 2011, the Company announced that its Board of Directors had increased authorization under the share repurchase program 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. The share repurchase program may be increased, suspended or discontinued at any time.

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During the three and six months ended June 30, 2012, the Company repurchased 283,250 shares or approximately $22.3 million and 1,798,643 shares or approximately $127.3 million ($100 million of which was pre-funded in November 2011 under a forward stock repurchase agreement), respectively, of its common stock under this share repurchase program at an average price of $78.81 per share and $70.80 per share, respectively. As of June 30, 2012, approximately $273 million remained available for further purchases of the Company’s common stock under this share repurchase program.  Share repurchases are subject to applicable limitations under the Revolving Credit Facility, which as of June 30, 2012, permitted additional share repurchases totaling approximately $318 million.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

	Interest Rate Swap			Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
	(In Thousands)
Balance, January 1, 2012	$	(8,488	)	$	871	$	(7,617	)
Interest rate swap and cap adjustment, net of tax		8,281			-		8,281
Foreign currency translation adjustment		-			531		531
Balance, June 30, 2012	$	(207	)	$	1,402	$	1,195

The cash flow hedge amount deferred into AOCI is related to the derivatives used to manage the interest rate risk, associated with the Company’s vehicle-related debt, which was terminated and is being recognized into earnings along with the interest payments the derivatives were designated to hedge. See Note 8 for further discussion.

11.   INCOME TAXES

The Company has provided for income taxes on consolidated taxable income using a consolidated effective tax rate which reflects the utilization of Canadian tax net operating loss (“NOL”) carryforwards to the extent of Canadian taxable income.  A full valuation allowance had previously been recorded against the Canadian NOLs due to losses in the Canadian operations.  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.  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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Based on existing tax law, the Company expects to be a cash taxpayer in 2012.  During the six months ended June 30, 2012, the Company received a tax refund of $8.8 million due to overpayments of the excess estimated tax payments made in 2011, and paid $20 million in estimated federal taxes for 2012.

For the three and six months ended June 30, 2012, the overall effective tax rate of 37.0% and 38.4%, respectively, and for the three and six months ended June 30, 2011, the overall effective tax rate of 40.1% and 41.2%, respectively, differed from the U.S. statutory federal income tax rate primarily due to state and local taxes and the operating results of DTG Canada for which no benefit was recognized due to full valuation allowance.

As of June 30, 2012 and December 31, 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 June 30, 2012.

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 2007 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 comprehensive income.  No material amounts were recognized for interest and penalties during the three and six months ended June 30, 2012 and 2011.

12.   COMMITMENTS AND CONTINGENCIES

There have been no material changes to the Commitments and Contingencies Note 14 in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, 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 $2.5 million for the three and six months ended June 30, 2012 and $10.6 million for the three and six months ended June 30, 2011.

Contingencies

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

On March 2, 2012, the appellate court in Susan and Jeffrey Dillon v. DTG Operations, Inc. d/b/a Thrifty Car Rental (Case No. 09CH34874, Cook County Circuit Court, Chancery Division, Illinois) upheld the lower court’s ruling in favor of the Company.  The Plaintiffs did not seek a rehearing or further appeals, and this action has been dismissed.

Aside from the above, 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 and some that may demand large monetary damages or other relief which could result in significant expenditures.  

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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.  The Company evaluates developments in its legal matters that could affect the amount of previously accrued reserves and makes adjustments as appropriate.  Significant judgment is required to determine both likelihood of a further loss and the estimated amount of the loss. With respect to outstanding litigation and environmental matters, based on current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on its business or consolidated financial statements.  However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

Other

In June 2012, the Company executed a vehicle supply agreement with Chrysler Group LLC (“Chrysler Group”) for a three-year term beginning with program year 2013 (August 1, 2012) and ending at the end of program year 2015 (July 31, 2015), that will allow the Company to source a portion of its vehicle purchases, with certain minimum volumes, through Chrysler Group.  Volume requirements may be modified by mutual agreement between the Company and Chrysler Group.

13.   NEW ACCOUNTING STANDARDS

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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.  The Company adopted ASU 2011-04 on January 1, 2012, as required (see Note 9 for required disclosures).

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income - Presentation of Comprehensive Income” (“ASU 2011-05”).  ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of stockholders’ equity.  It requires an entity 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.  In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05” (“ASU 2011-12”) to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this update, which are to be applied retrospectively, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The Company adopted ASU 2011-05 and ASU 2011-12 on January 1, 2012, as required (see condensed consolidated statements of comprehensive income and Note 10 for required disclosures).

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”) to amend the requirement for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.  

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ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  The Company plans to adopt ASU 2011-11 on January 1, 2013, as required, but does not believe this guidance will have a significant impact on the Company’s consolidated financial statements.

14.   SUBSEQUENT EVENTS

In preparing the accompanying condensed consolidated financial statements, the Company has reviewed events that have occurred after June 30, 2012 through the issuance of the financial statements.  The Company noted no reportable subsequent events other than the subsequent event noted below.

During July 2012, the Company repurchased 22,494 shares or approximately $1.8 million of its common stock under the share repurchase program at an average price of $79.74, leaving approximately $271 million available for further purchases of the Company’s common stock under the share repurchase program.

*******

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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							Six Months
	Ended June 30,							Ended June 30,
					%							%
U.S. and Canada	2012		2011		Change			2012		2011		Change
Vehicle Rental Data:
Average number of vehicles operated		117,222		116,738		0.4%			109,319		107,391		1.8%
Number of rental days		8,563,364		8,217,167		4.2%			16,040,134		15,239,261		5.3%
Vehicle utilization		80.3%		77.4%	2.9 p.p.				80.6%		78.4%	2.2 p.p.
Average revenue per day	$	44.25	$	46.02		(3.8%	)	$	44.76	$	46.62		(4.0%	)
Monthly average revenue per vehicle	$	1,077	$	1,080		(0.3%	)	$	1,095	$	1,103		(0.7%	)
Average depreciable fleet		118,485		117,876		0.5%			110,536		108,299		2.1%
Monthly avg. depreciation (net) per vehicle	$	162	$	188		(13.8%	)	$	150	$	217		(30.9%	)

Use of Non-GAAP Measures for Measuring Results

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 a supplemental measure of the Company's liquidity by adjusting earnings to exclude certain non-cash items, taxes and corporate-level capital structure decisions (i.e., non-vehicle interest), thus allowing the Company’s management, including the chief operating decision maker, as well as investors and analysts, to evaluate the Company’s operating cash flows based on the core operations of the Company.  Additionally, the Company believes Corporate Adjusted EBITDA is a relevant measure of operating performance in providing a measure of profitability that focuses on the core operations of the Company while excluding certain items that do not directly reflect ongoing operating performance.  The Company’s management, including the chief operating decision maker, uses Corporate Adjusted EBITDA to evaluate the Company’s performance and in preparing monthly operating performance reviews and annual operating budgets.  The items excluded from Corporate Adjusted EBITDA, but included in the calculation of the Company’s reported net income, are significant components of its condensed consolidated statements of comprehensive 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.

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See the table below for a reconciliation of non-GAAP to GAAP results.

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
	(in thousands)						(in thousands)
Reconciliation of Net Income to
Corporate Adjusted EBITDA
Net income - as reported	$	49,427		$	42,505		$	89,798		$	59,028
(Increase) decrease in fair value of derivatives		209			(416	)		485			(3,890	)
Non-vehicle interest expense		1,717			2,873			4,326			5,344
Income tax expense		28,979			28,434			56,047			41,329
Non-vehicle depreciation		4,321			4,933			8,857			9,773
Amortization		1,826			1,941			3,601			3,807
Non-cash stock incentives		1,791			928			3,416			2,137
Other		-			(8	)		(1,431	)		(12	)
Corporate Adjusted EBITDA	$	88,270		$	81,190		$	165,099		$	117,516
Reconciliation of Corporate Adjusted EBITDA
to Cash Flows From Operating Activities
Corporate Adjusted EBITDA	$	88,270		$	81,190		$	165,099		$	117,516
Vehicle depreciation, net of gains/losses from disposal		57,506			66,501			99,237			140,666
Non-vehicle interest expense		(1,717	)		(2,873	)		(4,326	)		(5,344	)
Change in assets and liabilities and other		(24,446	)		8,327			(24,967	)		34,597
Net cash provided by operating activities (a)	$	119,613		$	153,145		$	235,043		$	287,435
Memo:
Net cash used in investing activites	$	(390,662	)	$	(138,307	)	$	(584,184	)	$	(367,829	)
Net cash provided by / (used in) financing activities (a)	$	64,706		$	(77,313	)	$	125,970		$	73,314

(a)  Certain reclassifications have been made to the 2011 financial information to conform to the classifications used in 2012.

Three Months Ended June 30, 2012 Compared with Three Months Ended June 30, 2011

Operating Results

During the second quarter of 2012, the Company’s vehicle rental revenues increased slightly, primarily due to a 4.2% increase in the number of rental days, partially offset by a 3.8% decrease in average revenue per day.  Net vehicle depreciation and lease charges decreased $9.0 million during the second quarter of 2012 due to lower base depreciation rates on vehicles in the fleet and $4.7 million of higher gains on the sales of Non-Program Vehicles, compared to the second quarter of 2011.  Net interest expense decreased $3.0 million during the second quarter of 2012 due to lower interest rates on remaining fleet financing facilities compared to the second quarter of 2011.  Additionally, the Company did not incur any merger-related expenses during the second quarter of 2012, compared to $1.1 million of such expenses incurred in the second quarter of 2011.  The Company realized less favorable loss experience on its vehicle insurance programs in the second quarter of 2012, compared to the second quarter of 2011 resulting in an increase in direct vehicle and operating expenses.  The Company had income before income taxes of $78.4 million for the second quarter of 2012, compared to income before income taxes of $70.9 million for the second quarter of 2011.  Additionally, the Company had net income of $49.4 million for the second quarter of 2012, compared to net income of $42.5 million for the second quarter of 2011.

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Revenues

	Three Months
	Ended June 30,				$ Increase/			% Increase/
	2012		2011		(decrease)			(decrease)
	(in millions)
Vehicle rentals	$	378.9	$	378.2	$	0.7			0.2%
Other		16.5		16.9		(0.4	)		(2.7%	)
Total revenues	$	395.4	$	395.1	$	0.3			0.1%
Vehicle rental metrics:
Number of rental days		8,563,364		8,217,167		346,197			4.2%
Average revenue per day		$44.25		$46.02		($1.77	)		(3.8%	)

Vehicle rental revenue for the second quarter of 2012 increased 0.2%.  The Company experienced a 4.2% increase in the number of rental days totaling $15.9 million that resulted from improvement in rental demand in the second quarter of 2012 compared to the second quarter of 2011.  This increase was partially offset by a 3.8% decrease in average revenue per day totaling $15.2 million due to the competitive pricing environment in the second quarter of 2012.

Other revenue decreased $0.4 million primarily due to a $0.5 million 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

	Three Months
	Ended June 30,					$ Increase/			% Increase/
	2012		2011			(decrease)			(decrease)
	(in millions)
Direct vehicle and operating	$	196.5	$	191.0		$	5.5			2.9%
Vehicle depreciation and lease charges, net		57.5		66.5			(9.0	)		(13.5%	)
Selling, general and administrative (a)		47.5		48.8			(1.3	)		(2.8%	)
Interest expense, net of interest income		15.3		18.3			(3.0	)		(16.2%	)
Total expenses	$	316.8	$	324.6		$	(7.8	)		(2.4%	)
(Increase) decrease in fair value of derivatives	$	0.2	$	(0.4	)	$	0.6			(150.2%	)

(a)  Includes merger-related expenses of $1.1 million for the three months ended June 30, 2011.

Direct vehicle and operating expenses for the second quarter of 2012 increased $5.5 million.  As a percent of revenue, direct vehicle and operating expenses were 49.7% in the second quarter of 2012, compared to 48.3% in the second quarter of 2011.

The increase in direct vehicle and operating expenses in the second quarter of 2012 primarily resulted from the following:

Ø   Vehicle insurance expenses increased $5.7 million resulting from less favorable loss experience realized on the Company’s vehicle insurance programs during the second quarter of 2012, compared to the loss experience during the second quarter of 2011, partially offset by lower accrual rates in the second quarter of 2012.

Ø   Vehicle-related expenses increased $1.2 million, primarily due to a $2.3 million increase in net vehicle damage expense and an increase in gasoline expense of $0.8 million, partially offset by a $2.0 million decrease in shuttling expense.  Increased sales of pre-paid fuel products are a focus area for the Company, and the majority of the increase in gasoline expense is recovered through customer revenue related to these products.

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Ø   Rent expenses decreased $1.1 million, primarily due to the settlement of rent disputes resulting in credits to rent expense.

Net vehicle depreciation and lease charges for the second quarter of 2012 decreased $9.0 million. As a percent of revenue, net vehicle depreciation and lease charges were 14.5% in the second quarter of 2012, compared to 16.8% in the second quarter of 2011.

The decrease in net vehicle depreciation and lease charges in the second quarter of 2012 primarily resulted from the following:

Ø   Vehicle depreciation expense decreased $4.3 million, primarily resulting from a 5.5% decrease in the average depreciation rate due to continued favorable used vehicle market conditions, partially offset by a 0.5% increase in the average depreciable fleet.

Ø   Net vehicle gains on disposal of Non-Program Vehicles, which effectively represent revisions to previous estimates of vehicle depreciation charges by reducing net vehicle depreciation and lease charges, increased $4.7 million from a $17.8 million gain in the second quarter of 2011 to a $22.5 million gain in the second quarter of 2012.  This increase in gains on sales of Non-Program Vehicles resulted from more units sold in the second quarter of 2012, partially offset by a lower average gain per unit as compared to the second quarter of 2011.  The lower average gains per unit result from continually refining the depreciation rates to reflect higher estimated residual values of vehicles.

Selling, general and administrative expenses for the second quarter of 2012 decreased $1.3 million.  As a percent of revenue, selling, general and administrative expenses were 12.0% in the second quarter of 2012, compared to 12.4% in the second quarter of 2011.

The decrease in selling, general and administrative expenses in the second quarter of 2012 primarily resulted from the following:

Ø   Merger-related costs of $1.1 million during the second quarter of 2011 with no such merger-related costs during the second quarter of 2012.

Ø   Outsourcing expenses decreased $1.0 million primarily due to a lower base fee paid to a third-party service provider in the second quarter of 2012 compared to the second quarter of 2011.

Ø   Personnel-related expenses decreased $0.6 million, primarily due to a $1.1 million decrease in salary expense and a $0.5 million decrease in the market value of the Company’s deferred compensation and retirement plans. These decreases were partially offset by the timing of compensation-related accruals which increased by $1.2 million.

Ø   All other selling, general and administrative expenses increased $1.2 million primarily due to increases in charitable donations and sales and marketing expenses.

Net interest expense for the second quarter of 2012 decreased $3.0 million primarily due to lower average interest rates and lower amortization of deferred financing costs.  As a percent of revenue, net interest expense was 3.9% in the second quarter of 2012, compared to 4.6% in the second quarter of 2011.

The income tax expense for the second quarter of 2012 was $29.0 million, compared to $28.4 million for the second quarter of 2011.  The effective income tax rate for the second quarter of 2012 was 37.0% compared to 40.1% for the second quarter of 2011.  This decrease reflects the utilization of Canadian tax NOLs to the extent of Canadian taxable income.  A full valuation allowance had previously been recorded against the Canadian NOLs due to losses in the Canadian operations.  

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The Company’s overall effective tax rate will vary depending on the amount of taxable income generated by the Company’s operations in various states and the applicable tax rates in those states, as well as the proportion those taxes represent of the Company’s pretax income on a consolidated basis.  The effective income tax rates for the three months ended June 30, 2012 and 2011 were higher than the federal statutory rates principally due to state and local income taxes.

Six Months Ended June 30, 2012 Compared with Six Months Ended June 30, 2011

Operating Results

During the first half of 2012, the Company’s vehicle rental revenues increased, primarily due to a 5.3% increase in the number of rental days, partially offset by a 4.0% decrease in average revenue per day.  Net vehicle depreciation and lease charges decreased $41.4 million during the first half of 2012 due to lower base depreciation rates on vehicles in the fleet and $11.0 million of higher gains on the sales of Non-Program Vehicles, compared to the first half of 2011.  Net interest expense decreased $6.9 million during the first half of 2012 due to lower interest rates on remaining fleet financing facilities compared to the first half of 2011.  Additionally, the Company did not incur any merger-related expenses during the first half of 2012, compared to $4.6 million of such expenses incurred in the first half of 2011.  The Company realized less favorable loss experience on its vehicle insurance programs in the first half of 2012, compared to the first half of 2011 resulting in an increase in direct vehicle and operating expenses.  The Company had income before income taxes of $145.8 million for the first half of 2012, compared to income before income taxes of $100.4 million for the first half of 2011.  The Company experienced a decrease in the fair value of derivatives of $0.5 million during the first half of 2012, compared to an increase of $3.9 million during the first half of 2011.  Additionally, the Company had net income of $89.8 million for the first half of 2012, compared to net income of $59.0 million for the first half of 2011.

Revenues

	Six Months
	Ended June 30,				$ Increase/			% Increase/
	2012		2011		(decrease)			(decrease)
	(in millions)
Vehicle rentals	$	718.0	$	710.5	$	7.5			1.1%
Other		33.7		33.0		0.7			2.0%
Total revenues	$	751.7	$	743.5	$	8.2			1.1%
Vehicle rental metrics:
Number of rental days		16,040,134		15,239,261		800,873			5.3%
Average revenue per day		$44.76		$46.62		($1.86	)		(4.0%	)

Vehicle rental revenue for the first half of 2012 increased 1.1%.  The Company experienced a 5.3% increase in the number of rental days totaling $37.4 million that resulted from improvement in rental demand in the first half of 2012 compared to the first half of 2011.  This increase was partially offset by a 4.0% decrease in average revenue per day totaling $29.9 million due to the competitive pricing environment in the first half of 2012.

Other revenue increased $0.7 million primarily due to a $1.4 million gain on sale of assets during the first half of 2012, partially offset by a $0.9 million 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.

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Expenses

	Six Months
	Ended June 30,					$ Increase/			% Increase/
	2012		2011			(decrease)			(decrease)
	(in millions)
Direct vehicle and operating	$	380.7	$	369.3		$	11.4			3.1%
Vehicle depreciation and lease charges, net		99.2		140.6			(41.4	)		(29.5%	)
Selling, general and administrative (a)		93.0		97.8			(4.8	)		(4.9%	)
Interest expense, net of interest income		32.4		39.3			(6.9	)		(17.5%	)
Total expenses	$	605.3	$	647.0		$	(41.7	)		(6.4%	)
(Increase) decrease in fair value of derivatives	$	0.5	$	(3.9	)	$	4.4			(112.5%	)

(a)  Includes merger-related expenses of $4.6 million for the first half of 2011.

Direct vehicle and operating expenses for the first half of 2012 increased $11.4 million.  As a percent of revenue, direct vehicle and operating expenses were 50.6% in the first half of 2012, compared to 49.7% in the first half of 2011.

The increase in direct vehicle and operating expenses in the first half of 2012 primarily resulted from the following:

Ø   Vehicle-related expenses increased $7.6 million, primarily due to a $4.0 million increase in net vehicle damage expense, as well as an increase in gasoline expense of $2.8 million and an increase in toll and ticket expense of $1.0 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 $1.9 million increase in vehicle maintenance expense due to the increase in the average rental fleet size and the number of higher mileage vehicles in the fleet compared to the first half of 2011.  These increases were partially offset by a $2.3 million decrease in shuttling expense.

Ø   Vehicle insurance expenses increased $4.0 million resulting from less favorable loss experience realized on the Company’s vehicle insurance programs during the first half of 2012, compared to the loss experience during the first half of 2011, partially offset by lower accrual rates in the first half of 2012.

Ø   Personnel-related expenses increased $1.4 million.  The increase was primarily due to a $1.1 million increase in incentive-related compensation and a $0.3 million increase in group insurance expense primarily due to a large claim processed in the first half of 2012.

Ø   Rent expenses decreased $2.0 million, primarily due to the settlement of rent disputes resulting in credits to rent expense.

Net vehicle depreciation and lease charges for the first half of 2012 decreased $41.4 million.  As a percent of revenue, net vehicle depreciation and lease charges were 13.2% in the first half of 2012, compared to 18.9% in the first half of 2011.

The decrease in net vehicle depreciation and lease charges in the first half of 2012 primarily resulted from the following:

Ø   Vehicle depreciation expense decreased $30.4 million, primarily resulting from a 19.9% decrease in the average depreciation rate due to continued favorable used vehicle market conditions. The significant decrease in base depreciation rates primarily resulted from the 2010 model year vehicles, which are at the end of their useful lives and contain significant embedded gains due to the favorable volatility in the used vehicle market during the depreciable lives of those vehicles.  This decrease was partially offset by a 2.1% increase in the average depreciable fleet.

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Ø   Net vehicle gains on disposal of Non-Program Vehicles, which effectively represent revisions to previous estimates of vehicle depreciation charges by reducing net vehicle depreciation and lease charges, increased $11.0 million from a $25.8 million gain in the first half of 2011 to a $36.8 million gain in the first half of 2012.  This increase in gains on sales of Non-Program Vehicles resulted from more units sold in the first half of 2012, partially offset by a lower average gain per unit as compared to the first half of 2011.  The lower average gains per unit result from continually refining the depreciation rates to reflect higher estimated residual values of vehicles.

Selling, general and administrative expenses for the first half of 2012 decreased $4.8 million.  As a percent of revenue, selling, general and administrative expenses were 12.4% in the first half of 2012, compared to 13.1% in the first half of 2011.

The decrease in selling, general and administrative expenses in the first half of 2012 primarily resulted from the following:

Ø   Merger-related costs of $4.6 million during the first half of 2011 with no such merger-related costs during the first half of 2012.

Ø   Outsourcing expenses decreased $1.6 million primarily due to a lower base fee paid to a third-party service provider in the first half of 2012 compared to the first half of 2011.

Ø   Personnel-related expenses increased $2.1 million, primarily due to the timing of compensation-related accruals which increased by $4.3 million, partially offset by a $1.3 million decrease in salary expense and a $0.9 million decrease in the market value of the Company’s deferred compensation and retirement plans.

Net interest expense for the first half of 2012 decreased $6.9 million primarily due to lower average interest rates and lower amortization of deferred financing costs.  As a percent of revenue, net interest expense was 4.3% in the first half of 2012, compared to 5.3% in the first half of 2011.

The income tax expense for the first half of 2012 was $56.0 million, compared to $41.3 million for the first half of 2011.  The effective income tax rate for the first half of 2012 was 38.4%, compared to 41.2% for the first half of 2011.  This decrease reflects the utilization of Canadian tax NOLs to the extent of Canadian taxable income.  A full valuation allowance had previously been recorded against the Canadian NOLs due to losses in the Canadian operations.  The Company’s overall effective tax rate will vary depending on the amount of taxable income generated by the Company’s operations in various states and the applicable tax rates in those states, as well as the proportion those taxes represent of the Company’s pretax income on a consolidated basis.  The effective income tax rates for the first half of 2012 and 2011 were higher than the federal statutory rates principally due to state and local income taxes.

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.

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Outlook for 2012

The Company provided updated guidance for rental revenue, fleet cost expectations and earnings per share for the full year of 2012.  The Company’s revenue guidance is based on the revenue per day environment experienced in the first half of 2012.  The Company expects that continued rental day growth, offset by compression in revenue per day, will result in full year 2012 rental revenues increasing modestly compared to  2011.

The Company noted that the used vehicle market has been strong throughout the first half of 2012, and the Company has sold approximately 33,100 vehicles at a realized gain of $36.8 million during the first half of 2012.  The Company noted that it expects the used vehicle market to remain strong through at least the back half of the year, subject to normal seasonality. The Company noted that gains on sales of Non-Program Vehicles will decline significantly in the back half of the year as the Company’s fleet refresh cycle winds down.  The Company is improving its fleet cost outlook for the full year of 2012, which it now expects to range from $200 to $210 per vehicle per month.

The Company noted that the expected improvement in fleet costs will be mostly offset by the change in revenue mix between volume and price.  Accordingly, the Company is reaffirming its prior guidance for Corporate Adjusted EBITDA for the full year of 2012 of $285 million to $310 million.

Finally, the Company noted that it is revising its earnings per share guidance based on share repurchase activity that has been completed through June 30, 2012.  The Company is now targeting diluted earnings per share to range from $5.25 to $5.70 per share for 2012, up from its previously announced range of $5.00 to $5.60 per share.

See below for the reconciliation of forecasted Corporate Adjusted EBITDA for the full year of 2012.

	Full Year
	2012			2011
	(in millions)
Reconciliation of Pretax Income to	(forecasted)			(actual)
Corporate Adjusted EBITDA
Pretax income		$247 - $272		$	261
(Increase) decrease in fair value of derivatives (2012 amount is YTD June 2012)		-			(3	)
Non-vehicle interest expense		7			11
Non-vehicle depreciation		18			19
Amortization		7			7
Non-cash stock incentives		7			3
Other		(1	)		-
Corporate Adjusted EBITDA		$285 - $310		$	298

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’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 proceeds from the disposal of used vehicles.  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 and availability under the Revolving Credit Facility.

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The Company believes that its cash generated from operations, cash balances, availability under the Revolving Credit Facility and secured vehicle financing programs are adequate to meet its liquidity requirements for the near future.  The Company has asset-backed medium-term note maturities totaling $83 million that amortize in July 2012.  In February 2012, the Company terminated the existing senior secured credit facility and replaced it with a $450 million Revolving Credit Facility, and in March 2012, the Company completed the $150 million CAD Series 2012-1 notes.

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 under the Company’s Revolving Credit Facility.  Enhancement levels vary based on the source of debt used to finance the vehicles.  Additionally, enhancement levels are seasonal and increase significantly during the second and third quarters when the fleet is at peak levels.  In April 2012, the Company reduced its outstanding enhancement letters of credit supporting its secured vehicle financing facilities by approximately $145 million, utilizing a portion of its excess cash to meet the collateral enhancement requirements under those facilities.  As a result of the reduction in letters of credit and seasonal increases in the fleet, the Company increased its investment in its securitization trusts for collateral enhancement purposes to approximately $670 million as of June 30, 2012.  The Company retains the flexibility to replace a portion of this cash collateral with funds borrowed under its Revolving Credit Facility or the issuance of letters of credit as it deems appropriate.  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.  Based on expected future peak fleet levels and the payoff of the Series 2007-1 notes in July 2012, the Company expects to provide up to $150 million of additional enhancement in 2012 compared to 2011 levels.

Net cash generated by operating activities of $235.0 million for the six months ended June 30, 2012 was primarily the result of net income adjusted for depreciation expense, net of gains on sales of vehicles and income taxes.

Net cash used in investing activities was $584.2 million.  The principal expenditure of cash from investing activities during the six months ended June 30, 2012 was for purchases of new revenue-earning vehicles, which totaled $1.3 billion, partially offset by the sale of revenue-earning vehicles, which totaled $0.5 billion.  In addition, at June 30, 2012, restricted cash and investments, which are restricted for the acquisition of revenue-earning vehicles and payments of the related debt, decreased $154.3 million from December 31, 2011.  The Company also used cash for non-vehicle capital expenditures of $10.0 million.  These expenditures consist primarily of airport facility improvements for the Company’s rental locations and information technology-related projects.

Net cash provided by financing activities was $126.0 million primarily due to $510.0 million in borrowings under the Series 2010-3 VFN and $68.8 million in proceeds from the issuance of the CAD Series 2012-1 notes.  These borrowings were partially offset by $416.7 million of scheduled debt repayments on the Series 2007-1 notes, $27.3 million to buy back Company shares under the share repurchase program and $8.6 million in deferred financing costs primarily associated with the issuance of the Revolving Credit Facility.

The Company has significant requirements to maintain letters of credit and surety bonds to support its insurance programs, airport concession and other obligations.  At June 30, 2012, the Company had $50.6 million in letters of credit, including $46.5 million in letters of credit under the Revolving Credit Facility, and $41.0 million in surety bonds to secure these obligations.  At June 30, 2012, 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.

33

Contractual Obligations and Commitments

In June 2012, the Company executed a vehicle supply agreement with Chrysler Group for a three-year term beginning with program year 2013 (August 1, 2012) and ending at the end of program year 2015 (July 31, 2015), that will allow the Company to source a portion of its vehicle purchases, with certain minimum volumes, through Chrysler Group.  Volume requirements may be modified by mutual agreement between the Company and Chrysler Group.

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, 2011.

Asset-Backed Medium-Term Notes

The asset-backed medium-term note program at June 30, 2012 was comprised of $983.3 million in asset-backed medium-term notes with maturities in 2012 through 2015.  Borrowings under the asset-backed medium-term notes are secured by eligible vehicle collateral, among other things. The Series 2007-1 notes, of which $83.3 million remained outstanding at June 30, 2012, were paid-off in July 2012.  The Series 2011-1 notes, with a fixed blended interest rate of 2.81%, are comprised of $420 million principal amount Class A notes with a fixed interest rate of 2.51% and $80 million principal amount of Class B notes with a fixed interest rate of 4.38%.  The Series 2011-2 notes of $400 million have a fixed interest rate of 3.21%.  Proceeds from the asset-backed medium-term notes 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 $118.9 million at June 30, 2012.  At June 30, 2012, the Series 2011-2 notes required compliance with a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million, consistent with the terms of the Company’s Revolving Credit Facility.

The Series 2007-1 notes began scheduled amortization in February of 2012.  During the first half of 2012, $416.7 million of principal payments were made with the remaining $83.3 million paid in July 2012.  The Series 2011-1 notes are expected to begin scheduled amortization in September 2014, and will amortize over a six-month period.  The Series 2011-2 notes are expected to begin scheduled amortization in December 2014 and will amortize over a six-month period.

Variable Funding Notes

The variable funding notes at June 30, 2012 were comprised of $600 million in U.S. fleet financing capacity that may be drawn and repaid from time to time in whole or in part during the revolving period, which ends in September 2013.

The Series 2010-3 VFN of $600 million had borrowings of $510 million at June 30, 2012.  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 expected payment date in December 2013.  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 an interest rate of 1.58% at June 30, 2012.  The Series 2010-3 VFN also has a facility fee commitment rate of up to 0.8% per annum on any unused portion of the facility.  The Series 2010-3 VFN requires compliance with a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million, consistent with the terms of the Company’s Revolving Credit Facility.

Canadian Fleet Financing

On March 9, 2012, the Company completed the CAD Series 2012-1 notes totaling $150 million.  These notes have a term of two years and require a program fee of 150 basis points above the one-month rate for Canadian dollar denominated bankers’ acceptances and a utilization fee of 65 basis points on the unused Series CAD 2012-1 amount. At June 30, 2012, CAD $70 million (US $68.8 million) of the CAD Series 2012-1 notes had been drawn.  The CAD Series 2012-1 notes had an interest rate of 2.69% at June 30, 2012.

34

Revolving Credit Facility

On February 16, 2012, the Company terminated the existing senior secured credit facility and replaced it with a new $450 million Revolving Credit Facility that expires in February 2017.  Pricing under the Revolving Credit Facility is grid-based with a spread above LIBOR that will range from 300 basis points to 350 basis points, based upon usage of the facility.  Commitment fees under the Revolving Credit Facility will equal 50 basis points on unused capacity.  Under the Revolving Credit Facility, the Company is subject to a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million.  In addition, the Revolving Credit Facility contains covenants restricting its ability to undertake certain activities, including, among others, restrictions on the Company and its subsidiaries’ ability to incur additional indebtedness, make loans, acquisitions or other investments, grant liens on its property, dispose of assets, pay dividends or conduct stock repurchases, make capital expenditures or engage in certain transactions with affiliates.

Under the Revolving Credit Facility, the Company has the ability (subject to specified conditions and limitations), among other things, to incur up to $400 million of unsecured indebtedness; to enter into permitted acquisitions of up to $250 million in the aggregate during the term of the Revolving Credit Facility and to incur financing and assume indebtedness in connection therewith; to make investments in the Company’s U.S. special-purpose financing entities (including RCFC) and our Canadian special-purpose financing entities, in aggregate amounts at any time outstanding of up to $750 million and $150 million, respectively; and to make dividend, stock repurchase and other restricted payments in an amount up 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, 2012 and ending on the last day of the fiscal quarter immediately preceding the restricted payment.  The Company had approximately $318 million available under the limitations of the Revolving Credit Facility for these restricted payments at June 30, 2012.

In April 2012, the Company reduced the enhancement letters of credit outstanding under its Revolving Credit Facility by $145 million and instead satisfied the related enhancement requirements under certain series of RCFC’s notes with cash. The Company had letters of credit outstanding under the Revolving Credit Facility of $19.0 million for U.S. enhancement and $46.5 million in general purpose letters of credit with a remaining available capacity of $384.5 million at June 30, 2012.

Covenant Compliance

The Company was in compliance with all covenants under its financing arrangements as of June 30, 2012.

New Accounting Standards

For a discussion on new accounting standards refer to Note 13 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 volatility of interest rates, primarily in the United States.  Historically, the Company manages interest rates through use of a combination of fixed and floating rate debt and interest rate swap and cap agreements.  The fair value and average receive rate 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.  All items described are non-trading and are stated in U.S. dollars.  Foreign exchange risk is immaterial to the consolidated results and financial condition of the Company.

35

Based on the Company’s level of floating rate debt at June 30, 2012, a 50 basis point fluctuation in interest rates would have an approximate $3 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 June 30, 2012, cash and cash equivalents totaled $285.5 million and restricted cash and investments totaled $199.0 million.

At June 30, 2012, there were no significant changes in the Company’s quantitative disclosures about market risk compared to December 31, 2011, which are included under Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, except for the change in fair value for the tabular entries, “Vehicle Debt and Obligations – Floating Rates,” from $495.8 million at December 31, 2011 to $593.3 million at June 30, 2012, which increase primarily related to borrowings under the Series 2010-3 VFN of $510.0 million, partially offset by payments of $416.7 million of the Series 2007-1 notes; “Vehicle Debt and Obligations – Fixed Rates” from $899.3 million at December 31, 2011 to $923.4 million at June 30, 2012; and the addition of the “Vehicle Debt and Obligations – Canadian Dollar Denominated” totaling $68.8 million at June 30, 2012.

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.

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 June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

36

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, 2011.

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

On March 2, 2012, the appellate court in Susan and Jeffrey Dillon v. DTG Operations, Inc. d/b/a Thrifty Car Rental (Case No. 09CH34874, Cook County Circuit Court, Chancery Division, Illinois) upheld the lower court’s ruling in favor of the Company.  The Plaintiffs did not seek a rehearing or further appeals, and this action has been dismissed.

Aside from the above, 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 and some that may demand large monetary damages or other relief which could result in significant expenditures.  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.  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.  Disclosure for specific legal contingencies is provided if the likelihood of occurrence is at least reasonably possible and the exposure is considered material to the consolidated financial statements.  The Company evaluates developments in its legal matters that could affect the amount of previously accrued reserves and makes adjustments as appropriate.  Significant judgment is required to determine both likelihood of a further loss and the estimated amount of the loss.  With respect to outstanding litigation and environmental matters, based on current knowledge, the Company believes that the amount or range of reasonably possible will not, either individually or in the aggregate, have a material adverse effect on its business or consolidated financial statements.  However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

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, 2011.

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

a)   Recent Sales of Unregistered Securities

None.

b)   Use of Proceeds

None.

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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
April 1, 2012 -
April 30, 2012		92,500	$	79.48		92,500	$	287,627,742
May 1, 2012 -
May 31, 2012		96,228	$	77.51		96,228	$	280,169,206
June 1, 2012 -
June 30, 2012		94,522	$	79.47		94,522	$	272,657,106
Total		283,250				283,250

In September 2011, the Company announced that its Board of Directors had increased the authorization of the share repurchase program 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. The Revolving Credit Facility contains limitations on share repurchases.  See Item 1 – Note 7 of notes to condensed consolidated financial statements for further discussion.

During the six months ended June 30, 2012, the Company repurchased approximately $127.3 million ($100 million of which was pre-funded in November 2011) of its common stock under this share repurchase program at an average price of $70.80 per share. As of June 30, 2012, approximately $273 million remained available for further purchases of Company’s common stock under this share repurchase program.  The Company currently expects to repurchase shares in 2012 under the remaining authorization of the share repurchase program.For additional information regarding share repurchases, see Item 1 – Note 14 of notes to condensed consolidated financial statements.  The share repurchase program may be increased, suspended or discontinued at any time.

38

ITEM 6.                   EXHIBITS

3.1	Amended and Restated Certificate of Incorporation of Dollar Thrifty Automotive Group, Inc.
3.2	Fifth Amended and Restated By-Laws of Dollar Thrifty Automotive Group, Inc., adopted effective as of June 6, 2012 (incorporated by reference to Exhibit 3.2 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated June 6, 2012 (Commission File No. 1-13647))
4.265	Amendment No. 1 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of May 18, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
4.266	Amendment No. 1 to Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of May 18, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
4.267	Amendment No. 2 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of June 15, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
4.268	Amendment No. 2 to Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of June 15, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
10.260	Fourth Amendment to Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (incorporated by reference to Exhibit 10.260 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K dated June 6, 2012 (Commission File No. 1-13647))
10.261	Vehicle Supply Agreement dated May 2, 2012 (effective June 22, 2012) between Chrysler Group LLC and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
15.44	Letter from Ernst & Young LLP regarding interim financial information
23.47	Consent of HoganTaylor LLP regarding Registration Statement on Form S-8, Registration No. 333-89189 (incorporated by reference to Exhibit 23.47 to Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan’s Form 11-K for the fiscal year ended December 31, 2011, filed June 25, 2012 (Commission File No. 1-13647))
31.83	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.84	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

39

32.83	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.84	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.

40

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.
August 2, 2012	By:	/s/  SCOTT L. THOMPSON
		Scott L. Thompson President, Chief Executive Officer and Principal Executive Officer
August 2, 2012	By:	/s/  H. CLIFFORD BUSTER III
		H. Clifford Buster III Senior Executive Vice President, Chief Financial Officer and Principal Financial Officer

41

INDEX TO EXHIBITS

Exhibit Number                                                      Description

3.1	Amended and Restated Certificate of Incorporation of Dollar Thrifty Automotive Group, Inc.
4.265	Amendment No. 1 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of May 18, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
4.266	Amendment No. 1 to Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of May 18, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
4.267	Amendment No. 2 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of June 15, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
4.268	Amendment No. 2 to Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of June 15, 2012, among Rental Car Finance Corp., as Lessor, DTG Operations, Inc., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer
10.261	Vehicle Supply Agreement dated May 2, 2012 (effective June 22, 2012) between Chrysler Group LLC and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
15.44	Letter from Ernst & Young LLP regarding interim financial information
31.83	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.84	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.83	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.84	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

EX-3.1

EXHIBIT 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

Dollar Thrifty Automotive Group, Inc., a corporation organized and existing under the laws of the State of Delaware, HEREBY CERTIFIES AS FOLLOWS:

1.           The name of the corporation is Dollar Thrifty Automotive Group, Inc.  The date of filing its original Certificate of Incorporation with the Secretary of State was November 4, 1997. A Certificate of Designation of Series A Junior Participating Preferred Stock was filed on July 27, 1998 and is attached to the Certificate of Incorporation as Exhibit A.  A Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State on June 11, 2012

2.           This Restated Certificate of Incorporation was duly adopted in accordance with Section 245 of the General Corporation Law of Delaware.

3.           This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Certificate of Incorporation as amended or supplemented heretofore and there is no discrepancy between this Restated Certificate of Incorporation and the text of the Certificate of Incorporation as amended or supplemented heretofore.

4.           The text of the Certificate of Incorporation as amended or supplemented heretofore is hereby restated without further amendments or changes to read as herein set forth in full.

FIRST:	Name.  The name of the Corporation is Dollar Thrifty Automotive Group, Inc. (the “Corporation”).
SECOND:	Registered Office and Agent.  The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  The name of the registered agent at that address is The Corporation Trust Company.
THIRD:	Purpose.  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.
FOURTH:	Incorporator.  The incorporator of the Corporation is Pentastar Transportation Group, Inc., an Oklahoma corporation, whose mailing address is 5330 East 31st Street, Tulsa, Oklahoma 74135.
FIFTH:	A.  Authorized Capital Stock.  The Corporation is authorized to issue 210,000,000 shares of capital stock, consisting of (i) 200,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”).  Except as may otherwise be provided in any resolution adopted by the Board of Directors establishing the terms of any series of Preferred Stock pursuant to the authority granted below in Article 5, the authorized number of shares of the Common Stock and the  Preferred Stock may be increased or decreased by the affirmative vote of a majority of the outstanding shares entitled to vote thereon, without the necessity for a separate class vote of the holders of the Common Stock or the Preferred Stock, as applicable.

1

B.  Common Stock.  The powers, preference and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:
	(1)  Voting.  Except as otherwise expressly required by law or provided in this Certificate of Incorporation, and subject to any voting rights provided to holders of Preferred Stock at any time outstanding, (a) the holders of any outstanding shares of Common Stock shall vote together as a single class on all matters with respect to which stockholders are entitled to vote under applicable law, this Certificate of Incorporation or the By-Laws of the Corporation, or upon which a vote of stockholders is otherwise duly called for by the Corporation, and (b) at each annual or special meeting of stockholders, each holder of record of shares of Common Stock on the relevant record date shall be entitled to cast one (1) vote in person or by proxy for each one (1) share of the Common Stock standing in such holder’s name on the Corporation’s stock transfer records.
	(2)  Dividends.  Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.
	(3)  Liquidation or Dissolution.  In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution after payments to creditors in proportion to the number of shares held by them, respectively, without regard to class.
	(4)  Merger.  In the event of a merger or consolidation of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), the holders of each share of Common Stock shall be entitled to receive the same per share consideration on a per share basis.
C.  Preferred Stock.  The Board of Directors is authorized to provide for the issuance of shares of Preferred Stock from time to time in one or more series, and to establish by resolution the designations, powers, preferences, rights, qualifications, limitations and restrictions applicable to the shares of each series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determinations of the following:
	(1)  Number of Shares.  The number of shares constituting that series and the distinctive designation of that series.
	(2)  Voting.  Whether the shares of that series shall have voting rights in addition to any voting rights provided by law, and, if so, the terms of such voting rights.
	(3)  Dividends.  The dividends payable on shares of that series, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series.
	(4)  Conversion Privileges.  Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustments of the conversion rate in such events as the Board of Directors shall determine.

2

		(5)  Redemption.  Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates.
		(6)  Sinking Fund.  Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund.
		(7)  Liquidation.  The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series.
		(8)  Other.  Any other rights, preferences and limitations of that series.
SIXTH:	Management of the Business.  The following provisions are included to further define the powers of the Corporation and of its directors and stockholders:
	(a)  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
	(b)  The number of directors shall be fixed from time to time as provided in the Corporation’s By-Laws.  The election of directors need not be by written ballot unless the By-Laws so provide.
	(c)  A director shall hold office until the annual meeting next succeeding his or her election and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.  Vacancies on the Board of Directors and newly created directorships shall be filled as provided in the By-Laws.  Notwithstanding the foregoing, whenever the holders of any series of Preferred Stock have the right, voting separately as a series or together with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the provisions of the Certificate of Incorporation applicable to such series.
	(d)  The Board of Directors is authorized to exercise all powers and do all things that the Corporation may exercise or do consistent with the Delaware General Corporation Law, this Certificate of Incorporation, and any By-Law adopted by the stockholders.  No By-Law adopted by the stockholders shall invalidate any prior act of the Board of Directors which would have been valid if such By-Law had not been adopted.
SEVENTH:	Limited Liability of Directors:  No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law in effect from time to time.  If the Delaware General Corporation Law is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the Delaware General Corporation Law, as so amended.  Any repeal or modification of this Article by the stockholders shall not adversely affect any right or protection of a director with respect to acts or omissions that occurred before such repeal or modification.

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EIGHTH:	Indemnification.  A.  The Corporation shall indemnify to the fullest extent permitted under the Delaware General Corporation Law, as it may be amended from time to time, any person who was or is a party to (or witness in) or is threatened to be made a party to (or witness in) any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of (i) his or her service (or agreement to serve) as a director or officer of the Corporation, or at the request of the Corporation, as a director, officer, trustee, employee or agent of or in any other capacity with respect to another corporation, partnership, joint venture, trust or other enterprise (in any of the foregoing capacities, a “Representative of the Corporation”), or (ii) any action alleged to have been taken or omitted in such capacity.  The Corporation shall indemnify such person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The Corporation may indemnify to the same extent any person who was or is a party to (or witness in) or is threatened to be made a party to (or witness in) any such action, suit or proceeding by reason of his or her service (or agreement to serve) as an employee or agent of the Corporation, or at the request of the Corporation, as a Representative of the Corporation.
	B.  Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall (in the case of any action, suit or proceeding against a director or officer of the Corporation) or may (in the case of any action, suit or proceeding against an employee, agent or Representative of the Corporation) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article.
	C.  The right to indemnification and advancement of expenses shall not be exclusive of any other right which any person may have or acquire under this Certificate, the By-Laws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.
	D.  Any repeal or modification of this Article by the stockholders shall not adversely affect any right to indemnification and advancement of expenses that existed at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
NINTH:	Meeting of Stockholders.  Stockholder meetings may be held within or without the State of Delaware, as the By-Laws may provide.  The Corporation’s books may be kept outside the State of Delaware at a place designated by the Board of Directors.
TENTH:	Additional Powers of Board of Directors.  In addition to the powers conferred by law, the Board of Directors is expressly authorized to adopt, amend, alter or repeal the Corporation’s By-Laws.  The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the By-Laws.  The By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least a majority of the voting power of the shares entitled to vote at an election of directors. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14th day of June, 2012.                                                      By: /s/ Vicki J. Vaniman
	Name:  Vicki J. Vaniman
	Title:   Executive Vice President, General Counsel
	And Corporate Secretary

4

EXHIBIT A

TO CERTIFICATE OF INCORPORATION

CERTIFICATE OF DESIGNATION

of

SERIES A JUNIOR PARTICIPATING

PREFERRED STOCK

of

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Pursuant to Section 151 of the

General Corporation Law of the State of Delaware)

Dollar Thrifty Automotive Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Company”), DOES HEREBY CERTIFY:

That, pursuant to authority vested in the Board of Directors of the Company by its Certificate of Incorporation, and pursuant to the provisions of Section 151 of the General Corporation Law, the Board of Directors of the Company has adopted the following resolution providing for the issuance of a series of Preferred Stock:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Company (hereinafter call the “Board of Directors” or the “Board”) by the Certificate of Incorporation of the Company, a series of Preferred Stock, par value $.01 per share (the “Preferred Stock”), of the Company be, and it hereby is, created, and that the designation and amount thereof and the powers, designations, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

I.  Designation and Amount

The shares of such series will be designated as Series A Junior Participating Preferred Stock (the “Series A Preferred”) and the number of shares constituting the Series A Preferred is 500,000. Such number of shares may be increased or decreased by resolution of the Board; provided, however, that no decrease will reduce the number of shares of Series A Preferred to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series A Preferred.

II.  Dividends and Distributions

(a)  Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $.01 per share (the “Common Stock”), of the Company, and of any other junior stock, will be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, dividends payable in cash (except as otherwise provided below)

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on such dates as are from time to time established for the payment of dividends on the Common Stock (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred (the “First Dividend Payment Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, one hundred times the  aggregate per share amount of all cash dividends, and one hundred times the aggregate per share amount (payable in kind) of all non-cash dividends, other than a dividend payable in shares of Common Stock or  a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred.  In the event that the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of  Series A Preferred are then issued or outstanding, the amount to which holders of shares of Series A Preferred would otherwise be entitled immediately prior to such event under clause (ii) of the preceding sentence will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b)  The Company will declare a dividend on the Series A Preferred as provided in the immediately preceding paragraph immediately after it declares a dividend on the Common Stock (other than a dividend payable in shares of Common Stock).  Each such dividend on the Series A Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable.

(c)  Dividends will accrue on outstanding shares of Series A Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of Series A Preferred or (ii) the date of issue is a  Dividend Payment Date or is a date after the record date for the determination of holders of shares of  Series A Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date.  Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest.  Dividends paid on the shares of Series A Preferred in an amount less than the total amount of such dividends at the  time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.  The Board may fix a record date for the determination of holders of  shares of Series A Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

III.  Voting Rights

The holders of shares of Series A Preferred will have the following voting rights:

(a)  Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred will entitle the holder thereof to one hundred votes on all matters submitted to a vote of the stockholders of the Company.  In the event the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock,

2

(ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the number of votes per share to which holders of shares of Series A Preferred would otherwise be entitled immediately prior to such event will be adjusted by multiplying such number by a fraction, the numerator of which is the number of  shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b)  Except as otherwise provided herein, in any other Preferred Stock Designation creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred and  the holders of shares of Common Stock and any other capital stock of the Company having general voting rights will vote together as one class on all matters submitted to a vote of stockholders of the Company.

(c)  Except as set forth in the Certificate of Incorporation or herein, or as otherwise provided by law, holders of shares of Series A Preferred will have no voting rights.

IV.  Certain Restrictions

(a)  Whenever dividends or other dividends or distributions payable on the Series A Preferred are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred outstanding have been paid in full, the Company will not:

(i)  Declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred;

(ii)  Declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred, except dividends paid ratably on the shares of Series A Preferred and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)  Redeem, purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred; provided, however, that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the shares of Series A Preferred; or

(iv)  Redeem, purchase or otherwise acquire for consideration any shares of Series A Preferred, or any shares of stock ranking on a parity with the shares of Series A Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, may determine in good faith will result in fair and equitable treatment among the respective series or classes.

3

(b)  The Company will not permit any majority-owned subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (a) of this Article IV, purchase or otherwise acquire such shares at such time and in such manner.

V.  Reacquired Shares

Any shares of Series A Preferred purchased or otherwise acquired by the Company in any manner whatsoever will be retired and canceled promptly after the acquisition thereof.  All such shares will upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation of the Company, or in any other Preferred Stock Designation creating a series of Preferred Stock or any similar stock or as otherwise required by law.

VI.  Liquidation, Dissolution or Winding Up

Upon any liquidation, dissolution or winding up of the Company, no distribution will be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred unless, prior thereto, the holders of shares of Series A Preferred have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided, however, that the holders of shares of Series A Preferred will be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to one hundred times the aggregate amount to be distributed per share to holders of shares of Common Stock or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred, except distributions made ratably on the shares of Series A Preferred and  all such  parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.  In the event the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the aggregate amount to which each holder of shares of Series A Preferred would otherwise be entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of  Common Stock that were outstanding immediately prior to such event.

VII.  Consolidation, Merger, Etc.

In the event that the Company enters into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then, in each such case, each share of Series A Preferred will at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to one hundred times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.  In the event the Company at any  time (a) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock,

4

(b) subdivides the outstanding shares of Common Stock, (c) combines the outstanding shares of Common Stock in a smaller number of shares, or (d) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

VIII. Redemption

The shares of Series A Preferred are not redeemable.

IX.  Rank

The Series A Preferred rank, with respect to the payment of dividends and the distribution of assets, junior to all other series of the Company’s Preferred Stock.

X.  Amendment

Notwithstanding anything contained in the Certificate of Incorporation of the Company to the contrary and in addition to any other vote required by applicable law, the Certificate of Incorporation of the Company may not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred so as to affect them adversely without the affirmative vote of the holders of at least 80% of the outstanding shares of Series A Preferred, voting together as a single series.

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Company by its Chairman and President and attested by its Secretary this 23rd day of July, 1998.

Dollar Thrifty Automotive Group, Inc.

/s/ Joseph E. Cappy                                                                

Joseph E. Cappy

Chairman and President

Attest:

/s/ Stephen W. Ray                                           

Stephen W. Ray

Secretary

5

EX-4.265

EXHIBIT 4.265

AMENDMENT NO. 1

TO

AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP VII),

dated as of May 18, 2012

among

RENTAL CAR FINANCE CORP.,

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

those Permitted Lessees

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Guarantor and Master Servicer

AMENDMENT NO. 1

TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING

AGREEMENT (GROUP VII)

This Amendment No. 1 to the Group VII Lease (as defined below), dated as of May 18, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A.The Parties wish to amend and supplement the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of September 29, 2011 (the “Group VII Lease”), by and among RCFC, as Lessor, DTG Operations, as Lessee and Servicer, each Additional Lessee and DTAG, as Guarantor and Master Servicer as provided herein pursuant to Section 22 thereof;

B.The Master Collateral Agent and the Trustee wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VII Lease; and

C.The Series 2010-3 Notes are the sole Group VII Series of Notes Outstanding and the Series 2010-3 Noteholders signatory hereto (the “Consenting Noteholders”) are (i) the Required Noteholders (as defined in the Base Indenture) with respect to the Series 2010-3 Notes and (ii) the Series 2010-3 Required Noteholders (as defined in the Series 2010-3 Supplement).  The Consenting Noteholders wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VII Lease, Section 8.6 of the Series 2010-3 Supplement and Section 8.04 of the Series 2010-3 Note Purchase Agreement (as defined in the Series 2010-3 Supplement).

NOW THEREFORE, the Parties hereto agree as follows:

1.Definitions.  Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Group VII Lease.

2.Amendment.  The Group VII Lease is hereby amended as follows:

(a)Clause (h) of Section 24.4 is hereby amended and restated as follows:

“(h)           Non-Program Vehicle Report.  Annual reports (or semi-annual at the option of the Master Servicer) of independent public accountants as follows:  On or before the second Determination Date immediately following March 31 of each year, beginning with March 31, 2011, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer and who is reasonably acceptable to the Required Noteholders for each Group VII Series of Notes with respect to its Series of Notes) to furnish a report (the “Non-Program Vehicle Report”)

to the Lessor, the Trustee and the Master Collateral Agent to the effect that they have performed certain agreed upon procedures with respect to the calculation of Disposition Proceeds obtained from the sale or other disposition of all Non-Program Vehicles (other than Casualties) sold or otherwise disposed of during each Related Month in such period and compared such calculations of Disposition Proceeds with the corresponding amounts set forth in the Daily Reports prepared by the Master Servicer pursuant to clause (a) above and that on the basis of such comparison such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report.  The Master Servicer shall serve as agent for the users of the report in determining the sufficiency of such procedure.”

3.Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Group VII Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group VII Lease, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect.  This Amendment shall apply and be effective only with respect to the provisions of the Group VII Lease specifically referred to herein and any references in the Group VII Lease to the provisions of the Group VII Lease specifically referred to herein shall be to such provisions as amended by this Amendment.

4.Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

LESSOR:

RENTAL CAR FINANCE CORP.

By:____________________________________

H. Clifford Buster III

President and Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:____________________________________

H. Clifford Buster III

Executive Vice President

Chief Financial Officer and Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE

GROUP, INC.

By:____________________________________

H. Clifford Buster III

Senior Executive Vice President, Chief

Financial Officer and Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Master Collateral Agent

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

DEUTSCHE BANK AG, NEW YORK BRANCH, as a

Series 2010-3 Noteholder

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

THE BANK OF NOVA SCOTIA, acting through its New

York Agency, as a Series 2010-3 Noteholder

By:_______________________________

       Name:

       Title:

JPMORGAN CHASE BANK, N.A., as a Series 2010-3

Noteholder

By:_______________________________

       Name:

       Title:

THE ROYAL BANK OF SCOTLAND PLC, as a

Series 2010-3 Noteholder

By:  RBS SECURITIES INC., as agent

By:_______________________________

       Name:

       Title:

EX-4.266

EXHIBIT 4.266

AMENDMENT NO. 1

TO

MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP VIII),

dated as of May 18, 2012

among

RENTAL CAR FINANCE CORP.,

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

those Permitted Lessees

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Guarantor and Master Servicer

AMENDMENT NO. 1

TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VIII)

This Amendment No. 1 to the Group VIII Lease (as defined below), dated as of May 18, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VIII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A.The Parties wish to amend and supplement the Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of July 28, 2011 (the “Group VIII Lease”), by and among RCFC, as Lessor, DTG Operations, as Lessee and Servicer, each Additional Lessee and DTAG, as Guarantor and Master Servicer as provided herein pursuant to Section 22 thereof;

B.The Master Collateral Agent and the Trustee wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VIII Lease;

C.The Series 2011-1 Notes and the Series 2011-2 Notes are the sole Group VIII Series of Notes Outstanding and the Series 2011-2 Noteholder signatory hereto (the “Consenting Noteholder”) is (i) the Required Noteholder (as defined in the Base Indenture) with respect to the Series 2011-2 Notes and (ii) the Series 2011-2 Required Noteholder.  The Consenting Noteholder wishes to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VIII Lease, Section 8.7 of the Series 2011-2 Supplement and Section 8.04 of the Series 2011-2 Note Purchase Agreement; and

D.Pursuant to Section 8.7(c) of the Series 2011-1 Supplement, the Group VIII Lease may be amended without the prior consent of the Series 2011-1 Required Noteholders (as defined in the Series 2011-1 Supplement), to the extent this Amendment does not adversely affect the interests of the Series 2011-1 Noteholders (as defined in the Series 2011-1 Supplement) in any material respect, as evidenced by an officer’s certificate provided by RCFC and subject to the satisfaction of the Rating Agency Condition (as defined in the Series 2011-1 Supplement).

NOW THEREFORE, the Parties hereto agree as follows:

1.Definitions.  Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Group VIII Lease or, if not defined therein, in the Series 2011-2 Supplement, dated as of October 26, 2011, between RCFC and the Trustee (as such Series 2011-2 Supplement may be amended, amended and restated or otherwise modified and in effect from time to time in accordance with the terms thereof) to the Base Indenture (the “Series 2011-2 Supplement”).

2.Amendment.  The Group VIII Lease is hereby amended as follows:

(a)Clause (h) of Section 24.4 is hereby amended and restated as follows:

“(h)           Non-Program Vehicle Report.  Annual reports (or semi-annual at the option of the Master Servicer) of independent public accountants as follows:  On or before the second Determination Date immediately following March 31 of each year, beginning with March 31, 2012, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer and who is reasonably acceptable to the Rating Agencies) to furnish a report (the “Non-Program Vehicle Report”) to the Lessor, the Trustee and the Master Collateral Agent to the effect that they have performed certain agreed upon procedures with respect to the calculation of Disposition Proceeds obtained from the sale or other disposition of all Non-Program Vehicles (other than Casualties) sold or otherwise disposed of during each Related Month in such period and compared such calculations of Disposition Proceeds with the corresponding amounts set forth in the Daily Reports prepared by the Master Servicer pursuant to clause (a) above and that on the basis of such comparison such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report.  The Master Servicer shall serve as agent for the users of the report in determining the sufficiency of such procedure.”

3.Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Group VIII Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group VIII Lease, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect.  This Amendment shall apply and be effective only with respect to the provisions of the Group VIII Lease specifically referred to herein and any references in the Group VIII Lease to the provisions of the Group VIII Lease specifically referred to herein shall be to such provisions as amended by this Amendment.

4.Conditions Precedent.  This Amendment shall be effective on the first date on which all of the following conditions have been satisfied:

     (a)   The Trustee shall have received an officer’s certificate from RCFC stating that the Amendment does not adversely affect the interests of the Series 2011-1 Noteholders in any material respect.

     (b)   Each of DBRS, Inc. and Moody’s Investors Service, Inc. shall have notified RCFC, DTAG, the Series 2011-1 Letter of Credit Provider (as defined in the Series 2011-1 Supplement) and the Trustee in writing that the Amendment will not result in a reduction or withdrawal of its respective rating of the Series 2011-1 Notes.

5.Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

6.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

7.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

LESSOR:

RENTAL CAR FINANCE CORP.

By:____________________________________

H. Clifford Buster III

President and Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:____________________________________

H. Clifford Buster III

Executive Vice President

Chief Financial Officer and Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE

GROUP, INC.

By:____________________________________

H. Clifford Buster III

Senior Executive Vice President, Chief

Financial Officer and Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Master Collateral Agent

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

WELLS FARGO BANK, N.A.,

as the sole Series 2011-2 Noteholder

By:_______________________________

       Name:

       Title:

EX-4.267

EXHIBIT 4.267

AMENDMENT NO. 2

TO

AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP VII),

dated as of June 15, 2012

among

RENTAL CAR FINANCE CORP.,

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

those Permitted Lessees

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Guarantor and Master Servicer

AMENDMENT NO. 2

TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VII)

This Amendment No. 2 to the Group VII Lease (as defined below), dated as of June 15, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A.The Parties wish to amend and supplement the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of September 29, 2011 (as amended by Amendment No. 1 thereto dated as of May 18, 2012 and as further amended, amended and restated or otherwise modified and in effect from time to time in accordance with the terms thereof, the “Group VII Lease”), by and among RCFC, as Lessor, DTG Operations, as Lessee and Servicer, each Additional Lessee and DTAG, as Guarantor and Master Servicer as provided herein pursuant to Section 22 thereof;

B.The Master Collateral Agent and the Trustee wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VII Lease; and

C.The Series 2010-3 Notes are the sole Group VII Series of Notes Outstanding and the Series 2010-3 Noteholders signatory hereto (the “Consenting Noteholders”) are (i) the Required Noteholders (as defined in the Base Indenture) with respect to the Series 2010-3 Notes and (ii) the Series 2010-3 Required Noteholders (as defined in the Series 2010-3 Supplement).  The Consenting Noteholders wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VII Lease, Section 8.6 of the Series 2010-3 Supplement and Section 8.04 of the Series 2010-3 Note Purchase Agreement (as defined in the Series 2010-3 Supplement).

NOW THEREFORE, the Parties hereto agree as follows:

1.Definitions.  Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Group VII Lease.

2.Amendment.  The Group VII Lease is hereby amended as follows:

(a)Clause (i) of Section 24.4 is hereby amended and restated as follows:

“(i)           Verification of Title.  On or prior to the Determination Date occurring in June of each year, beginning with the Determination Date occurring in June 2011, RCFC shall cause a nationally recognized firm of independent certified public accountants to furnish a report to the Trustee, the Master Collateral Agent and the Master Servicer to the effect that they have performed certain agreed upon procedures on a statistical sample of the Certificates of Title of the Group VII Vehicles as of the end of April of such year, designed to provide a ninety-five percent (95%) confidence level confirming that such Vehicles are titled in the name of Rental Car Finance Corp. and the Certificates of Title indicate a first lien in the name of the Master Collateral Agent.”

3.Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Group VII Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group VII Lease, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect.  This Amendment shall apply and be effective only with respect to the provisions of the Group VII Lease specifically referred to herein and any references in the Group VII Lease to the provisions of the Group VII Lease specifically referred to herein shall be to such provisions as amended by this Amendment.

4.Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

LESSOR:

RENTAL CAR FINANCE CORP.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE

GROUP, INC.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Master Collateral Agent

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

DEUTSCHE BANK AG, NEW YORK BRANCH, as a

Series 2010-3 Noteholder

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

THE BANK OF NOVA SCOTIA, acting through its New

York Agency, as a Series 2010-3 Noteholder

By:_______________________________

       Name:

       Title:

JPMORGAN CHASE BANK, N.A., as a Series 2010-3

Noteholder

By:_______________________________

       Name:

       Title:

THE ROYAL BANK OF SCOTLAND PLC, as a

Series 2010-3 Noteholder

By:  RBS SECURITIES INC., as agent

By:_______________________________

       Name:

       Title:

EX-4.268

EXHIBIT 4.268

AMENDMENT NO. 2

TO

MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP VIII),

dated as of June 15, 2012

among

RENTAL CAR FINANCE CORP.,

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

those Permitted Lessees

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Guarantor and Master Servicer

AMENDMENT NO. 2

TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VIII)

This Amendment No. 2 to the Group VIII Lease (as defined below), dated as of June 15, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VIII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A.The Parties wish to amend and supplement the Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of July 28, 2011 (as amended by Amendment No. 1 thereto dated as of May 18, 2012 and as further amended, amended and restated or otherwise modified and in effect from time to time in accordance with the terms thereof, the “Group VIII Lease”), by and among RCFC, as Lessor, DTG Operations, as Lessee and Servicer, each Additional Lessee and DTAG, as Guarantor and Master Servicer as provided herein pursuant to Section 22 thereof;

B.The Master Collateral Agent and the Trustee wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VIII Lease;

C.The Series 2011-1 Notes and the Series 2011-2 Notes are the sole Group VIII Series of Notes Outstanding and the Series 2011-2 Noteholder signatory hereto (the “Consenting Noteholder”) is (i) the Required Noteholder (as defined in the Base Indenture) with respect to the Series 2011-2 Notes and (ii) the Series 2011-2 Required Noteholder.  The Consenting Noteholder wishes to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VIII Lease, Section 8.7 of the Series 2011-2 Supplement and Section 8.04 of the Series 2011-2 Note Purchase Agreement; and

D.Pursuant to Section 8.7(c) of the Series 2011-1 Supplement, the Group VIII Lease may be amended without the prior consent of the Series 2011-1 Required Noteholders (as defined in the Series 2011-1 Supplement), to the extent this Amendment does not adversely affect the interests of the Series 2011-1 Noteholders (as defined in the Series 2011-1 Supplement) in any material respect, as evidenced by an officer’s certificate provided by RCFC and subject to the satisfaction of the Rating Agency Condition (as defined in the Series 2011-1 Supplement).

NOW THEREFORE, the Parties hereto agree as follows:

1.Definitions.  Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Group VIII Lease or, if not defined therein, in the Series 2011-2 Supplement, dated as of October 26, 2011, between RCFC and the Trustee (as amended by Amendment No. 1 thereto dated as of February 16, 2012, Amendment No. 2 thereto dated as of February 23, 2012 and as such Series 2011-2 Supplement may be amended, amended and restated or otherwise modified and in effect from time to time in accordance with the terms thereof) to the Base Indenture (the “Series 2011-2 Supplement”).

2.Amendment.  The Group VIII Lease is hereby amended as follows:

(a)Clause (i) of Section 24.4 is hereby amended and restated as follows:

“(i)           Verification of Title.  On or prior to the Determination Date occurring in June of each year, beginning with the Determination Date occurring in June 2012, RCFC shall cause a nationally recognized firm of independent certified public accountants to furnish a report to the Trustee, the Master Collateral Agent and the Master Servicer to the effect that they have performed certain agreed upon procedures on a statistical sample of the Certificates of Title of the Group VIII Vehicles as of the end of April of such year, designed to provide a ninety-five percent (95%) confidence level confirming that such Vehicles are titled in the name of Rental Car Finance Corp. and the Certificates of Title indicate a first lien in the name of the Master Collateral Agent.  RCFC shall provide notice to the Rating Agencies of the fact that such report has been delivered to the Trustee; provided that if RCFC becomes aware that such report has not been delivered to the Trustee within the time period described in the immediately preceding sentence, RCFC shall provide notice to the Rating Agencies of the anticipated date of delivery to the Trustee of such report.”

3.Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Group VIII Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group VIII Lease, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect.  This Amendment shall apply and be effective only with respect to the provisions of the Group VIII Lease specifically referred to herein and any references in the Group VIII Lease to the provisions of the Group VIII Lease specifically referred to herein shall be to such provisions as amended by this Amendment.

4.Conditions Precedent.  This Amendment shall be effective on the first date on which all of the following conditions have been satisfied:

(a)   The Trustee shall have received an officer’s certificate from RCFC stating that the Amendment does not adversely affect the interests of the Series 2011-1 Noteholders in any material respect.

(b)   Each of DBRS, Inc. and Moody’s Investors Service, Inc. shall have notified RCFC, DTAG, the Series 2011-1 Letter of Credit Provider (as defined in the Series 2011-1 Supplement) and the Trustee in writing that the Amendment will not result in a reduction or withdrawal of its respective rating of the Series 2011-1 Notes.

5.Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

6.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

7.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

LESSOR:

RENTAL CAR FINANCE CORP.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2970

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE

GROUP, INC.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address:            5330 East 31st Street

Tulsa, Oklahoma  74135

Attention:          H. Clifford Buster

Telephone:         (918) 669-2272

Facsimile:            (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Master Collateral Agent

By:_______________________________

       Name:

       Title:

By:_______________________________

       Name:

       Title:

WELLS FARGO BANK, N.A.,

as the sole Series 2011-2 Noteholder

By:_______________________________

       Name:

       Title:

EX-10.261

EXHIBIT 10.261

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

VEHICLE SUPPLY AGREEMENT

This Vehicle Supply Agreement ("Agreement") is made this 2nd day of May, 2012 between Chrysler Group LLC ("Chrysler") and Dollar Thrifty Automotive Group, Inc., for itself and on behalf of its subsidiaries (“DTG”).  Chrysler and DTG shall be collectively referred to as the "Parties".

The purpose of this Agreement is to set forth the terms and conditions under which Chrysler will offer model year 2013 and later vehicles distributed by Chrysler to DTG (via authorized dealer drop shipment codes) for use in its car rental businesses at various locations in the United States.  Chrysler and DTG agree as follows:

1.   Term of Agreement.This Agreement shall be for a three-year Program Year term beginning with Program Year 2013 (August 1, 2012) and ending at the end of Program Year  2015 (July 31, 2015).  At the end of this Agreement, the Parties will enter into good faith negotiations regarding renewal.

2.   Definitions.

a.   Program Year means Chrysler’s annual period for selling Vehicles to daily car rental companies which for this Agreement is defined as starting on August 1st. and ending on July 31st.

b.   Program Letter means the written document signed by the Parties reflecting the specific arrangements agreed upon by DTG and Chrysler to meet the specific needs of the Parties for each Program Year.   The Program Letter will be subject to the terms and conditions of this Agreement

c.   Vehicles mean motor vehicles distributed by Chrysler in the United States including vehicles under the brand names of Chrysler, Dodge, Ram, Fiat and Jeep.

d.   Minimum Program Year Volume means the threshold number of Vehicles DTG agrees to purchase and Chrysler agrees to make available for each Program Year. Subject to capacity constraints and scheduling priorities, there is no maximum amount of Vehicles under this Agreement.

3.   Program Year Volume

a. Prior to the commencement of each Program Year, Chrysler agrees to make available to DTG, and DTG agrees to acquire, a Minimum Program Year Volume of [****]Vehicles.  Following completion of the Program Year negotiations, all terms and conditions as well as the final Volume agreed upon will be reflected in the Program Letter for the applicable Program Year.   DTG commits that provided the pricing, volume, and general delivery terms offered by Chrysler are competitive with similar programs available from all domestic and foreign vehicle manufactures to bona fide daily rental businesses in the United States, DTG will acquire the Minimum Program Year Volume.

b. Chrysler will provide to DTG, as soon as practicable prior to the commencement of each Program Year, but no later than June 1 of each year, the Vehicle program being offered to DTG for the upcoming Program Year, including the price, projected mix, and delivery forecast for the Volume available.  Final Program Year volume mix shall be mutually agreed upon by both Chrysler and DTG and will be set forth in the Program Letter.  Chrysler will use reasonable efforts to achieve the agreed mix, and DTG recognizes that the mix could change and that any such changes to the mix shall be changes determined necessary by Chrysler to accommodate changes to the Vehicle production plans. Chrysler will work with DTG in good faith to attempt to resolve any DTG concerns related to changes to the mix.

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.

c. Acquisition Plan – On or before July 1 of each Program Year, DTG shall prepare and submit to Chrysler a plan for acquisitions by DTG of Vehicles for the following Program Year.  The Acquisition Plan which must be agreed to by Chrysler shall specify total volume by model.

d. Each month DTG shall submit an updated plan with firm acquisitions of Vehicles by month for the following 90 days, and estimate acquisitions for the remainder of the Program Year.

e. Chrysler understands that the agreement to purchase the Minimum Program Year Volume is conditioned upon the ability of DTG to obtain satisfactory financing for such Vehicles on reasonable terms acceptable to DTG in its sole discretion.  Chrysler will have no obligation to provide incremental incentives or discounts in the event that DTG does not meet volume commitments including Minimum Program Year Volume.   Chrysler acknowledges that if the total volume requirements are not met by DTG due to vehicles not being available then DTG shall be entitled to all per unit incentives for the vehicles delivered to it as though the Minimum Program Year Volume had been achieved.

4.   Confidentiality.The terms of this Agreement are confidential and the Parties must maintain the confidentiality of such information by limiting its use to fulfilling their respective obligations under this Agreement and by not otherwise disclosing such information to any third party, except that the Parties may disclose the terms and conditions of this Agreement (a) as necessary to their respective financial and legal advisors, (b) to the extent that those terms and conditions must be furnished to a governmental authority, and (c) as reasonably desired under any Securities and Exchange Commission (“SEC”) required filings.  The obligations under this section do not apply to any information that (i) is or becomes publicly available through no breach of any agreement between Chrysler and DTG, (ii) is approved in writing by the non-disclosing party for release, (iii) is lawfully obtained from a third party without a duty of confidentiality or (iv) is required to be disclosed by a valid court order as set forth above or in any SEC required filing.

5.   Use of Trademarks.Any use of either Party’s trademarks, service marks, trade names, logos, or any other asset used to identify and distinguish the other Party's goods, services or business, as they exist today and as they may be amended or expanded in the future (the "Marks") is under the control and supervision of the Party owning the Marks.  Each Party must approve in writing, prior to use or publication, any and all use of the other Party’s Marks.  Upon termination of this Agreement, each Party shall immediately discontinue the use of the other Party’s Marks.

6.   Indemnification.Each Party will indemnify and hold harmless the other Party from and against all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or connected with any failure of the Party to perform any of its obligations under Sections 4 and 5 of this Agreement.

7.   Dispute Resolution.Any controversy or claim arising out of or relating to the construction or application of any of the terms, provisions or conditions of this Agreement shall, on the written request of any Party, be submitted to arbitration and such arbitration shall comply with and be governed by the provisions of the American Arbitration Association Rules then in effect.  The costs of the arbitration process, other than each Party’s legal fees and expenses, shall be borne equally by the Parties.  Judgment on the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof.  The prevailing Party shall also be entitled to reasonable attorneys’ fees and costs, which may be set by the Arbitrator in the same action.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

8.   Termination.

a.   The non-breaching Party may immediately terminate this Agreement if the other Party shall materially breach any material representation, warranty, or obligation contained in this Agreement, and the other Party shall fail to cure such breach, if capable of cure, within 15 days after the date written notice specifying the nature of such breach is received by the breaching Party.

b.   A Party may terminate this Agreement effective immediately by giving written notice to the other Party in the event the other Party is adjudged insolvent or bankrupt, or upon the institution of any proceeding by or against the other Party (and, in the latter case, not dismissed within 30 days) seeking relief, reorganization or arrangement under any law relating to insolvency, or for the making of any assignment for the benefit of creditors, or upon the appointment of a receiver, liquidator or trustee of any substantial part of the other Party's property or assets, or upon liquidation, dissolution or winding up of the other Party's business.

c.   Termination or expiration of this Agreement shall not affect either Party's obligations in existence on or prior to the effective date of the termination or expiration.

d.   The provisions set forth in Sections 4, 5 and 6 of this Agreement shall survive the termination or expiration of this Agreement to the extent required for their full observance and performance.

9.   Payment.  This Agreement is subject to the Parties reaching an acceptable separate annual agreement regarding body model, make and incentive terms

10.   Notices.  All notices, consents, approvals or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) when delivered personally, (ii) upon facsimile transmission, or (iii) one business day after being delivered to a nationally recognized overnight courier with next day delivery specified to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

Chrysler Group LLC.

1000 Chrysler Drive

Auburn Hills, Michigan 48306-2766

Attention: Patrick Dougherty, Director Fleet Sales

Facsimile:  (248) 512-1772

Dollar Thrifty Automotive Group, Inc.

5330 E. 31st Street

Tulsa, Oklahoma 74135

Attention:  Darren Arrington, Staff Vice President

Facsimile:  (918) 669-3908

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

11.   Independent Contractors.  It is mutually agreed and understood that nothing in this Agreement is intended nor shall it be construed to create or establish any agency, partnership or joint venture relationship between the Parties.   The relationship between the Parties shall be solely that of independent contractors.

12.   Third Party Beneficiaries.  No provision of this Agreement is intended, nor will it be interpreted, to provide or create any third party beneficiary rights of any kind in any representative person or entity unless specifically provided otherwise herein.

13.   Force Majeure.  Neither  Party shall be liable for delays in performance hereunder caused by acts of God, war, acts of terrorism, strike, labor dispute, work stoppage, fire,  act of the government, or for any other cause beyond the control of that Party.

14.   General Provisions.

a.   This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements or understanding, oral or written, pertaining to any such matters, including without limitation, that certain Vehicle Supply Agreement between DTG and Chrysler Group LLC dated August 4, 2009.

b.   The waiver of any breach of any provision of this Agreement by any Party shall not be deemed to be a waiver of any preceding or subsequent breach under this Agreement.  No such waiver shall be effective unless in writing.

c.   No party may assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of the other party.

d.   This Agreement may not be amended or supplemented in any manner except by mutual agreement of the Parties and as set forth in a writing signed by the Parties.

e.   If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.

e.   This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.

f.   The parties hereto agree that this Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transactions contemplated by it, shall be governed by, construed, and enforced in accordance with the laws of the State of Michigan without reference to its conflict of laws provisions.

Confidential Treatment Requested by

Dollar Thrifty Automotive Group, Inc.

IN WITNESS WHEREOF, Chrysler and DTG have caused their names to be signed hereto by their duly authorized officers as of the date first above written.

Chrysler Group LLC

By: /s/ Peter M. Grady                                             Date:  6/12/12

Name: Peter M. Grady

Title: Vice President, Dealer Operations and Fleet Sales

Dollar Thrifty Automotive Group, Inc.

By: /s/ Darren Arrington                                                        Date:  6/22/12

Name:  Darren Arrington

Title:  Staff Vice President

EX-15.44

[Ernst & Young LLP Letterhead]

Exhibit 15.44

August 2, 2012

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 August 2, 2012 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 June 30, 2012.

/s/Ernst & Young LLP

EX-31.83

EXHIBIT 31.83

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:  August 2, 2012

 /s/ Scott L. Thompson

 Scott L. Thompson

 Chief Executive Officer

EX-31.84

EXHIBIT 31.84

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:  August 2, 2012

 /s/ H. Clifford Buster III

  H. Clifford Buster III

 Chief Financial Officer

EX-32.83

EXHIBIT 32.83

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 June 30, 2012, 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

August 2, 2012

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-32.84

EXHIBIT 32.84

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 June 30, 2012, 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

August 2, 2012

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

Receivables (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade accounts receivable and other	$ 83,531	$ 74,403
Vehicle manufacturer receivables	19,864	21,510
Car sales receivable	5,836	2,287
Accounts Receivable, Gross, Total	109,231	98,200
Less: Allowance for doubtful accounts	(1,933)	(2,840)
Receivables, net	$ 107,298	$ 95,360

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Taxes [Line Items]
Tax refund received			$ 8.8
Estimated federal tax payments			$ 20
Effective tax rate	37.00%	40.10%	38.40%	41.20%

XML

Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	$ 63		$ 548
Deferred Compensation Plan Assets	6,701	[1]	5,752	[1]
Total	6,764		6,300
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred Compensation Plan Assets	6,701	[1]	5,752	[1]
Total	6,701		5,752
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets	63		548
Total	$ 63		$ 548

[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.

XML

Commitments and Contingencies (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Commitments and Contingencies Disclosure [Line Items]
Aggregate increase (decrease) in amount of policy reserves		$ (2.5)	$ (10.6)	$ (2.5)	$ (10.6)
Vehicle supply agreement, term	3 years
Vehicle supply agreement, origination date	Aug. 01, 2012
Vehicle supply agreement, expiration date	Jul. 31, 2015

XML

(Gain) Loss Recognized on Interest Rate Swap and Cap Agreements that Do Not Qualify for Hedge Accounting Treatment and are Not Designated as Hedging Instruments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Amount of (Gain) or Loss Recognized in Income on Derivative	$ 209	$ (416)	$ 485	$ (3,890)
Derivatives not designated as hedging instruments | Interest rate contracts | Net (increase) decrease in fair value of derivatives
Derivative Instruments, Gain (Loss) [Line Items]
Amount of (Gain) or Loss Recognized in Income on Derivative	$ 209	$ (416)	$ 485	$ (3,890)

XML

Nonvested Restricted Stock Units (Detail) (Restricted Stock Units, USD $)	1 Months Ended	6 Months Ended
	Jan. 31, 2012	Jun. 30, 2012
Restricted Stock Units
Nonvested Shares
Nonvested at beginning of period	34,000	34,000
Granted	6,815	7,000
Vested		(34,000)
Forfeited
Nonvested at end of period		7,000
Weighted- Average Grant-Date Fair Value
Nonvested at beginning of period	$ 5.41	$ 5.41
Granted	$ 73.42	$ 73.42
Vested		$ 5.41
Forfeited
Nonvested at end of period		$ 73.42

XML

DEBT AND OTHER OBLIGATIONS (Tables)

6 Months Ended

Jun. 30, 2012

Debt and Other Obligations

Debt and other obligations as of June 30, 2012 and December 31, 2011 consist of the following (in thousands):

	June 30,			December 31,
	2012			2011
Vehicle debt and other obligations
Asset-backed medium-term notes:
Series 2011-2 notes (matures May 2015)	$	400,000		$	400,000
Series 2011-1 notes (matures February 2015)		500,000			500,000
Series 2007-1 notes (matures July 2012)		83,333			500,000
		983,333			1,400,000
Discounts on asset-backed medium-term notes		(36	)		(45	)
Asset-backed medium-term notes, net of discount		983,297			1,399,955
Series 2010-3 variable funding notes (matures December 2013)		510,000			—
CAD Series 2012-1 notes (Canadian fleet financing) (matures August 2014)		68,845			—
Total debt and other obligations	$	1,562,142		$	1,399,955

XML

Market Sensitive Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Carrying value	$ (1,562,178)		$ (1,400,000)
Vehicle debt and obligations, Fair value	(1,585,528)		(1,395,112)
Vehicle debt and other obligations | Floating Rate Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Carrying value	(593,333)	[1]	(500,000)
Vehicle debt and obligations, Fair value	(593,257)	[1]	(495,820)
Vehicle debt and other obligations | Fixed Rate Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Carrying value	(900,000)		(900,000)
Vehicle debt and obligations, Fair value	(923,426)		(899,292)
Vehicle debt and other obligations | CAD Series 2012-1 notes (Canadian fleet financing)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Carrying value	(68,845)
Vehicle debt and obligations, Fair value	(68,845)
Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Fair value	(595,211)		(995,112)
Significant Other Observable Inputs (Level 2) | Vehicle debt and other obligations | Floating Rate Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Fair value	(83,257)	[1]	(495,820)
Significant Other Observable Inputs (Level 2) | Vehicle debt and other obligations | Fixed Rate Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Fair value	(511,954)		(499,292)
Significant Unobservable Inputs (Level 3)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Fair value	(990,317)		(400,000)
Significant Unobservable Inputs (Level 3) | Vehicle debt and other obligations | Floating Rate Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Fair value	(510,000)	[1]
Significant Unobservable Inputs (Level 3) | Vehicle debt and other obligations | Fixed Rate Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Fair value	(411,472)		(400,000)
Significant Unobservable Inputs (Level 3) | Vehicle debt and other obligations | CAD Series 2012-1 notes (Canadian fleet financing)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vehicle debt and obligations, Fair value	$ (68,845)

[1] Includes $83.3 million of Series 2007-1 notes and the $510 million Series 2010-3 VFN. The fair value excludes the impact of the related interest rate cap.

XML

Debt and Other Obligations (Parenthetical) (Detail) (Vehicle debt and other obligations)	6 Months Ended
	Jun. 30, 2012
Asset-backed medium-term notes | Series 2011-2 notes
Debt Instrument [Line Items]
Debt maturity date	2015-05
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
Series 2010-3 variable funding note
Debt Instrument [Line Items]
Debt maturity date	2013-12
CAD Series 2012-1 notes (Canadian fleet financing)
Debt Instrument [Line Items]
Debt maturity date	2014-08

XML

Computation of Weighted Average Common and Common Equivalent Shares used in Calculation of Basic and Diluted EPS (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share Disclosure [Line Items]
Net income	$ 49,427	$ 42,505	$ 89,798	$ 59,028
Basic EPS:
Weighted-average common shares	28,001,134	28,896,750	28,374,782	28,829,062
Basic EPS	$ 1.77	$ 1.47	$ 3.16	$ 2.05
Diluted EPS:
Weighted-average common shares	28,001,134	28,896,750	28,374,782	28,829,062
Shares contingently issuable:
Stock options	866,060	2,003,320	879,418	1,994,468
Performance awards and non-vested shares	125,825	119,675	103,438	79,005
Employee compensation shares deferred	24,577	49,406	32,419	49,359
Director compensation shares deferred	224,535	221,452	223,661	220,105
Shares applicable to diluted	29,242,131	31,290,603	29,613,718	31,171,999
Diluted EPS	$ 1.69	$ 1.36	$ 3.03	$ 1.89

XML

Stockholders' Equity - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended
	Sep. 30, 2011	Jun. 30, 2012	Jun. 30, 2012	Nov. 30, 2011 Forward stock repurchase agreement, counterparty
Stockholders Equity Note [Line Items]
Common stocks authorized to be repurchased	$ 400		$ 318
Description of share repurchase program	The share repurchase program is discretionary and has no expiration date.
Description of share repurchase program, additional terms	The share repurchase program may be increased, suspended or discontinued at any time.
Number of common stock acquired		283,250	1,798,643
Value of common stock acquired		22.3	127.3	100.0
Common stock acquired, average share price		$ 78.81	$ 70.80
Share repurchase program remained available for further purchases amount			$ 273

XML

Amount of Gain (Loss), Net of Tax and Reclassification, Recognized on Terminated Hedging Instruments in Other Comprehensive Income (Loss) and Reclassified from Accumulated Other Comprehensive Income into Income (Detail) (Interest rate contracts, Interest expense, net of interest income, USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
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)		$ 3,075		$ 6,697
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	$ (1,893)	$ (3,673)	$ (4,732)	$ (7,082)

XML

SHARE-BASED PAYMENT PLANS

6 Months Ended

Jun. 30, 2012

SHARE-BASED PAYMENT PLANS

3. SHARE-BASED PAYMENT PLANS

Long-Term Incentive Plan

At June 30, 2012, the Company’s common stock authorized for issuance under the long-term incentive plan (“LTIP”) for employees and non-employee directors was 2,918,067 shares. The Company has 1,168,546 shares available for future LTIP awards at June 30, 2012 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 non-qualified option rights, performance shares 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 $2.1 million and $4.0 million during the three and six months ended June 30, 2012, respectively, and $0.9 million and $2.1 million during the three and six months ended June 30, 2011, respectively, for such awards. The total income tax benefit recognized in the statements of comprehensive income for share-based compensation payments was $0.8 million and $1.6 million for the three and six months ended June 30, 2012, respectively, and $0.4 million and $0.9 million for the three and six months ended June 30, 2011, 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. The maximum number of shares for which option rights may be granted under the LTIP to any participant during any calendar year is 285,000. No awards were granted in 2012 or 2011. The grant-date fair value of options vested during both the three and six months ended June 30, 2012 was $1.6 million. The grant-date fair value of options vested during the three and six months ended June 30, 2011 was $0.5 million and $1.6 million, respectively. Expense is recognized over the service period which is the vesting period. No unrecognized expense for the options is remaining at June 30, 2012.

The following table sets forth the non-qualified option rights activity under the LTIP for the six months ended June 30, 2012:

	Number of Shares (In Thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value (In Thousands)
Outstanding at January 1, 2012		1,575		$	5.11		6.89	$	102,579
Granted		—			—
Exercised		(107	)		7.93
Canceled (Forfeited/Expired)		—			—
Outstanding at June 30, 2012		1,468		$	4.91		5.92	$	111,608
Fully vested and exercisable options at:
June 30, 2012		1,468		$	4.91		5.92	$	111,608

The total intrinsic value of options exercised during the three and six months ended June 30, 2012 was $1.7 million and $7.3 million, respectively. The total intrinsic value of options exercised during the three and six months ended June 30, 2011 was $3.5 million and $6.2 million, respectively. Total cash received by the Company for non-qualified option rights exercised during the three and six months ended June 30, 2012 totaled $0.2 million and $0.8 million, respectively. Total cash received by the Company for non-qualified option rights exercised during the three and six months ended June 30, 2011 totaled $1.5 million and $2.9 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. The maximum amount of performance share awards that may be granted under the LTIP during any year to any participant is 160,000 common shares. Compensation expense related to the performance shares is recognized over the vesting period.

In February 2012, the Company granted 29,135 performance units related to the 2011 incentive compensation plan with a grant-date fair value of $76.17 per share. These performance units, which will settle in Company shares, will vest over the requisite service period with 25% vesting on December 31, 2012 and the remaining 75% vesting on December 31, 2013. The grant-date fair value for this award was based on the closing market price of the Company’s common shares on the date of grant.

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 intrinsic value to the recipients of approximately $3.5 million. The Company withheld approximately 52,000 of these shares for the payment of taxes owed by the recipients and designated the shares withheld as treasury shares.

The following table presents the status of the Company’s nonvested performance shares as of June 30, 2012 and any changes during the six months ended June 30, 2012:

				Weighted-Average
	Shares			Grant-Date
Nonvested Shares	(In Thousands)			Fair Value
Nonvested at January 1, 2012		262		$	59.11
Granted		29			76.17
Vested		(2	)		52.11
Forfeited		(7	)		59.79
Nonvested at June 30, 2012		282		$	60.89

At June 30, 2012, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $9.6 million, based on the Company’s expectation that it will meet or exceed the targets specified in the performance share agreement. This estimated compensation cost is expected to be recognized over the weighted-average period of 1.7 years. The total intrinsic value of vested and issued performance shares during the six months ended June 30, 2012 and 2011 was $0.1 million and $7.6 million, respectively. As of June 30, 2012, the intrinsic value of the nonvested performance share awards was $22.8 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 2012, non-employee directors were granted 6,815 shares with a grant-date fair value of $73.42 per share that fully vest on December 31, 2012. The total intrinsic value of vested and issued restricted stock units during the six months ended June 30, 2012 and 2011 was $2.7 million and $1.1 million, respectively. At June 30, 2012, the total compensation cost related to nonvested restricted stock unit awards not yet recognized is approximately $0.3 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 June 30, 2012 and changes during the six months ended June 30, 2012:

Nonvested Shares	Shares (In  Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012		34		$	5.41
Granted		7			73.42
Vested		(34	)		5.41
Forfeited		—			—
Nonvested at June 30, 2012		7		$	73.42

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Debt and Other Obligations - Additional Information (Detail)	6 Months Ended					6 Months Ended			6 Months Ended					3 Months Ended	6 Months Ended		6 Months Ended	3 Months Ended		6 Months Ended			6 Months Ended		6 Months Ended	1 Months Ended			1 Months Ended
	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Dec. 31, 2011 USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-2 notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-2 notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-2 notes Maximum	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-2 notes Minimum USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes Class A Notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes Class B Notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes Minimum	Jun. 30, 2012 Vehicle debt and other obligations CAD Series 2012-1 notes (Canadian fleet financing) USD ($)	Jun. 30, 2012 Vehicle debt and other obligations CAD Series 2012-1 notes (Canadian fleet financing) CAD	Jun. 30, 2012 Vehicle debt and other obligations CAD Series 2012-1 notes (Canadian fleet financing) USD ($)	Jun. 30, 2012 Vehicle debt and other obligations CAD Series 2012-1 notes (Canadian fleet financing) CAD	Mar. 09, 2012 Vehicle debt and other obligations CAD Series 2012-1 notes (Canadian fleet financing) CAD	Jun. 30, 2012 Vehicle debt and other obligations Series 2010-3 variable funding note USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Series 2010-3 variable funding note Maximum	Jun. 30, 2012 Vehicle debt and other obligations Series 2010-3 variable funding note Minimum USD ($)	Feb. 16, 2012 New Senior Secured Revolving Credit Facility USD ($)	Jun. 30, 2012 New Senior Secured Revolving Credit Facility USD ($)	Feb. 16, 2012 New Senior Secured Revolving Credit Facility Maximum	Feb. 16, 2012 New Senior Secured Revolving Credit Facility Minimum USD ($)	Feb. 16, 2012 New Senior Secured Revolving Credit Facility UNITED STATES USD ($)	Feb. 16, 2012 New Senior Secured Revolving Credit Facility CANADA USD ($)	Feb. 16, 2012 New Senior Secured Revolving Credit Facility Unsecured Debt USD ($)	Jun. 30, 2012 New Senior Secured Revolving Credit Facility Letter of Credit US Credit Enhancements USD ($)	Jun. 30, 2012 New Senior Secured Revolving Credit Facility Letter of Credit General Purpose Enhancements USD ($)
Debt Instrument [Line Items]
Debt instruments, issuance date						2011-10				2011-07				2007-05	2007-05
Debt and other obligations, before discounts	$ 1,562,178,000		$ 1,400,000,000	$ 983,333,000	$ 1,400,000,000	$ 400,000,000	$ 400,000,000			$ 500,000,000	$ 500,000,000	$ 420,000,000	$ 80,000,000	$ 83,333,000	$ 83,333,000	$ 500,000,000		$ 68,845,000		$ 68,845,000
Debt, repayment term						The $400 million of Series 2011-2 notes were issued at a fixed interest rate of 3.21% and will be repaid monthly over a six-month period, beginning in December 2014, with an expected final maturity date of May 2015.				The Series 2011-1 notes will be repaid monthly over a six-month period, beginning in September 2014, with an expected final maturity date in February 2015.													Series 2010-3 VFN will be repaid monthly over a three-month period, beginning in October 2013, with the final payment due in December 2013.
Debt instruments, amortization period						6 months				6 months													3 months
Debt, repayment start date						2014-12				2014-09					2012-02								2013-10
Debt maturity date						2015-05				2015-02					2012-07		2012-04			2014-08	2014-08		2013-12
Debt, interest rate						3.21%				2.81%		2.51%	4.38%	0.59%	0.59%			2.69%	2.69%	2.69%	2.69%		1.58%
Debt covenant, leverage ratio								3.0																3.0				3.0
Debt covenant, interest coverage ratio									2.0																2.0				2.0
Debt covenant, EBITDA requirement									75,000,000																75,000,000				75,000,000
Payments of vehicle debt and other obligations	416,665,000	557,073,000												250,000,000	416,700,000
Line of credit, maximum borrowing capacity																						150,000,000	600,000,000			450,000,000						400,000,000
Debt and other obligations	1,562,142,000		1,399,955,000	983,297,000	1,399,955,000													68,845,000	70,000,000	68,845,000	70,000,000		510,000,000
Facility spread basis points above funding institution's cost of funds																						1.50%	1.30%					3.50%	3.00%
Line of credit facility, commitment fee on unused capacity																		0.65%	0.65%				0.80%			0.50%
Line of credit, program term																						2 years
Debt termination date																										2017-02
Line of credit, maximum permitted acquisitions																																250,000,000
Line of credit, investments in special-purpose financing entities																														750,000,000	150,000,000
Restricted payment description																										Make dividend, stock repurchase and other restricted payments in an amount up to $300 million, plus 50% of cumulative adjusted net income (or minus 100% of cumulative adjusted net loss, as applicable) for the period January 1, 2012 and ending on the last day of the fiscal quarter immediately beginning preceding the restricted payment.
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%
Line of credit, amount outstanding																																	19,000,000	46,500,000
Line of credit outstanding remaining available																											$ 384,500,000
Debt instrument, covenant compliance	As of June 30, 2012, the Company is in compliance with all covenants under its various financing arrangements.

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Cash and Investments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Cash and Cash Equivalents [Line Items]
Book overdrafts included in accounts payable	$ 15.0	$ 19.0

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2012

Components of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

	Interest Rate Swap			Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
				(In Thousands)
Balance, January 1, 2012	$	(8,488	)	$	871	$	(7,617	)
Interest rate swap and cap adjustment, net of tax		8,281			—		8,281
Foreign currency translation adjustment		—			531		531
Balance, June 30, 2012	$	(207	)	$	1,402	$	1,195

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Subsequent Events - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	6 Months Ended	1 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jul. 31, 2012 Repurchase of Equity
Subsequent Event [Line Items]
Number of common stock acquired	283,250	1,798,643	22,494
Value of common stock acquired	$ 22.3	$ 127.3	$ 1.8
Common stock acquired, average price	$ 78.81	$ 70.80	$ 79.74
Share repurchase program remained available for further purchase amount		$ 273	$ 271

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Derivative Financial Instruments - Additional Information (Detail) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2011
Derivative [Line Items]
Swap termination reclassification	$ 3,200,000	$ 8,131,000
Amount of gain or (loss) reclassified from AOCI into Income (Effective Portion)			400,000
Interest Rate Swap
Derivative [Line Items]
Swap agreements termination fee		8,800,000
Interest Rate Cap
Derivative [Line Items]
Notional amount of interest rate derivatives	$ 600,000,000	$ 600,000,000
Derivative instruments, termination month and year		2014-07

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Share-Based Payment Plans - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended	3 Months Ended	6 Months Ended			1 Months Ended	6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Feb. 29, 2012 Performance Shares	Mar. 31, 2011 Performance Shares	Jun. 30, 2012 Performance Shares	Jun. 30, 2011 Performance Shares	Jun. 30, 2012 Performance Shares Maximum	Jan. 31, 2012 Restricted Stock Units	Jun. 30, 2012 Restricted Stock Units	Jun. 30, 2011 Restricted Stock Units	Jun. 30, 2012 Non-qualified option rights plan	Jun. 30, 2011 Non-qualified option rights plan	Jun. 30, 2012 Non-qualified option rights plan	Jun. 30, 2011 Non-qualified option rights plan	Jun. 30, 2012 Non-qualified option rights plan Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock shares authorized for issuance under LTIP	2,918,067		2,918,067
Common stock available for issuance	1,168,546		1,168,546
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 compensation cost	$ 2.1	$ 0.9	$ 4.0	$ 2.1
Share-based compensation payments, income tax benefit	0.8	0.4	1.6	0.9
Number of shares to be granted per participant per year									160,000								285,000
Fair value of option vested													1.6	0.5	1.6	1.6
Unrecognized share based compensation expenses							9.6				0.3		0		0
Stock options exercised, total intrinsic value													1.7	3.5	7.3	6.2
Cash received for option rights exercised													0.2	1.5	0.8	2.9
Stock granted during period					29,135		29,000			6,815	7,000
Stock granted during period, fair value per share					$ 76.17		$ 76.17			$ 73.42	$ 73.42
Award vesting percentage on December 31, 2012					25.00%
Award vesting percentage on December 31, 2013					75.00%
Number of shares vested						146,000	2,000				34,000
Number of performance shares target award						73,000
Number of performance shares vested, percentage						200.00%
Share based compensation earned, total intrinsic value						$ 3,500,000
Share based compensation earned, shares withheld for the payment of taxes owed by recipients						52,000
Unrecognized share based compensation expenses, weighted average recognition periods (years)							1 year 8 months 12 days
Total intrinsic value vested and issued							0.1	7.6			2.7	1.1
Share based compensation awards nonvested, intrinsic value							$ 22.8
Restricted stock units, vesting date										Dec. 31, 2012

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Non-Qualified Option Rights Activity under Long-Term Incentive Plan (Detail) (Non-qualified option rights plan, USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Non-qualified option rights plan
Number of Shares
Outstanding at beginning of period	1,575
Granted
Exercised	(107)
Canceled (Forfeited/Expired)
Outstanding at end of period	1,468	1,575
Fully vested and exercisable options at end of period	1,468
Weighted Average Exercise Price
Outstanding at beginning of period	$ 5.11
Granted
Exercised	$ 7.93
Canceled (Forfeited/Expired)
Outstanding at end of period	$ 4.91	$ 5.11
Fully vested and exercisable options at end of period	$ 4.91
Weighted Average Remaining Contractual Term
Weighted average remaining contractual term, outstanding	5 years 11 months 1 day	6 years 10 months 21 days
Fully vested and exercisable options at end of period	5 years 11 months 1 day
Aggregate Intrinsic Value
Outstanding at beginning of period	$ 102,579
Outstanding at end of period	111,608	102,579
Fully vested and exercisable options at end of period	$ 111,608

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CASH AND INVESTMENTS

6 Months Ended

Jun. 30, 2012

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 June 30, 2012 and December 31, 2011, there was $15.0 million and $19.0 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.

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 Performance Shares (Detail) (Performance Shares, USD $)	1 Months Ended	3 Months Ended	6 Months Ended
	Feb. 29, 2012	Mar. 31, 2011	Jun. 30, 2012
Performance Shares
Nonvested Shares
Nonvested at beginning of period			262,000
Granted	29,135		29,000
Vested		(146,000)	(2,000)
Forfeited			(7,000)
Nonvested at end of period			282,000
Weighted-Average Grant-Date Fair Value
Nonvested at beginning of period			$ 59.11
Granted	$ 76.17		$ 76.17
Vested			$ 52.11
Forfeited			$ 59.79
Nonvested at end of period			$ 60.89

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Receivables - Additional Information (Detail)	Jun. 30, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Vehicle manufacturer receivables collection period	60 days

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Components of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ (7,617)
Interest rate swap and cap adjustment, net of tax	8,281
Foreign currency translation adjustment	531
Ending balance	1,195
Interest Rate Swap
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(8,488)
Interest rate swap and cap adjustment, net of tax	8,281
Ending balance	(207)
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	871
Foreign currency translation adjustment	531
Ending balance	$ 1,402

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
REVENUES:
Vehicle rentals	$ 378,897	$ 378,191	$ 717,986	$ 710,463
Other	16,489	16,938	33,674	33,013
Total revenues	395,386	395,129	751,660	743,476
COSTS AND EXPENSES:
Direct vehicle and operating	196,461	190,958	380,673	369,263
Vehicle depreciation and lease charges, net	57,506	66,510	99,237	140,684
Selling, general and administrative	47,477	48,843	93,025	97,790
Interest expense, net of interest income of $471, $282, $964 and $747, respectively	15,327	18,295	32,395	39,272
Total costs and expenses	316,771	324,606	605,330	647,009
(Increase) decrease in fair value of derivatives	209	(416)	485	(3,890)
INCOME BEFORE INCOME TAXES	78,406	70,939	145,845	100,357
INCOME TAX EXPENSE	28,979	28,434	56,047	41,329
NET INCOME	49,427	42,505	89,798	59,028
BASIC EARNINGS PER SHARE	$ 1.77	$ 1.47	$ 3.16	$ 2.05
DILUTED EARNINGS PER SHARE	$ 1.69	$ 1.36	$ 3.03	$ 1.89
COMPREHENSIVE INCOME	$ 49,288	$ 45,826	$ 98,610	$ 66,888

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Fair Value of Derivatives Outstanding (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 63	$ 548
Derivatives not designated as hedging instruments | Interest rate contracts | Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives
Derivatives not designated as hedging instruments | Interest rate contracts | Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 63	$ 548

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 89,798	$ 59,028
Depreciation:
Vehicle depreciation	136,068	166,427
Non-vehicle depreciation	8,857	9,773
Net gains from disposition of revenue-earning vehicles	(36,831)	(25,761)
Amortization	3,601	3,807
Performance share incentive, stock option and restricted stock plans	3,416	2,137
Interest income earned on restricted cash and investments	(398)	(160)
Deferred income taxes	26,725	15,083
Swap termination reclassification	8,131
Change in fair value of derivatives	485	(3,890)
Change in assets and liabilities:
Income taxes payable/receivable	14,788	70,810
Receivables	(11,259)	(2,636)
Prepaid expenses and other assets	(3,027)	(3,984)
Accounts payable	1,053	6,203
Accrued liabilities	710	(8,540)
Vehicle insurance reserves	(6,198)	(1,859)
Other	(876)	997
Net cash provided by operating activities	235,043	287,435
CASH FLOWS FROM INVESTING ACTIVITIES:
Revenue-earning vehicles-Purchases	(1,254,875)	(861,596)
Revenue-earning vehicles-Proceeds from sales	522,557	250,430
Change in cash and cash equivalents-required minimum balance		100,000
Net change in restricted cash and investments	154,661	151,207
Property, equipment and software-Purchases	(10,013)	(7,891)
Property, equipment and software-Proceeds from sales	3,486	21
Net cash used in investing activities	(584,184)	(367,829)
Debt and other obligations:
Proceeds from vehicle debt and other obligations	578,845	637,955
Payments of vehicle debt and other obligations	(416,665)	(557,073)
Payments of non-vehicle debt		(5,000)
Issuance of common shares	849	2,880
Net settlement of employee withholding taxes on share-based awards	(1,164)	(3,205)
Purchase of common stock for the treasury	(27,343)
Financing issue costs	(8,552)	(2,243)
Net cash provided by financing activities	125,970	73,314
CHANGE IN CASH AND CASH EQUIVALENTS	(223,171)	(7,080)
CASH AND CASH EQUIVALENTS:
Beginning of period	508,648	463,153
End of period	285,477	456,073
Cash paid for (refund of):
Income taxes	14,478	(44,625)
Interest	27,573	34,123
SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING NONCASH ACTIVITIES:
Sales and incentives related to revenue-earning vehicles included in receivables	24,271	25,689
Purchases of revenue-earning vehicles included in accounts payable	13,512	9,519
Purchases of property, equipment and software included in accounts payable	$ 413	$ 177

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Average Gain on Non-Program Vehicles (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2012 Vehicle	Jun. 30, 2011 Vehicle	Jun. 30, 2012 Vehicle	Jun. 30, 2011 Vehicle
Property, Plant, and Equipment Disclosure [Line Items]
Number of Non-Program Vehicles sold	18,711	8,428	33,067	15,346
Average gain on vehicles sold (per vehicle)	1,206	2,116	1,114	1,679

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VEHICLE DEPRECIATION AND LEASE CHARGES, NET (Tables)

6 Months Ended

Jun. 30, 2012

Vehicle Depreciation and Lease Charges

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Depreciation of revenue-earning vehicles and other	$	80,077		$	84,343		$	136,068		$	166,445
Net gains from disposal of revenue-earning vehicles		(22,571	)		(17,833	)		(36,831	)		(25,761	)
	$	57,506		$	66,510		$	99,237		$	140,684

Average Gain on Non-Program Vehicles

Average gain on Non-Program Vehicles:
	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Number of Non-Program Vehicles sold		18,711		8,428		33,067		15,346
Average gain on vehicles sold (per vehicle)	$	1,206	$	2,116	$	1,114	$	1,679

Components of Vehicle Depreciation per Vehicle per Month

Components of vehicle depreciation per vehicle per month:
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Average depreciable fleet (units)		118,485			117,876			110,536			108,299
Average depreciation rate	$	225		$	238		$	205		$	256
Average gain on vehicles sold		(63	)		(50	)		(55	)		(39	)
Average vehicle depreciation and lease charges, net	$	162		$	188		$	150		$	217

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Components of Vehicle Depreciation per Vehicle per Month (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2012 Vehicle	Jun. 30, 2011 Vehicle	Jun. 30, 2012 Vehicle	Jun. 30, 2011 Vehicle
Property, Plant, and Equipment Disclosure [Line Items]
Average depreciable fleet (units)	118,485	117,876	110,536	108,299
Average depreciation rate	225	238	205	256
Average gain on vehicles sold	(63)	(50)	(55)	(39)
Average vehicle depreciation and lease charges, net	162	188	150	217

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RECEIVABLES (Tables)

6 Months Ended

Jun. 30, 2012

Receivables

Receivables consist of the following (in thousands):

	June 30, 2012			December 31, 2011
Trade accounts receivable and other	$	83,531		$	74,403
Vehicle manufacturer receivables		19,864			21,510
Car sales receivable		5,836			2,287
		109,231			98,200
Less: Allowance for doubtful accounts		(1,933	)		(2,840	)
	$	107,298		$	95,360

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2012

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, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2012, 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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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Interest income	$ 471	$ 282	$ 964	$ 747

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INCOME TAXES

6 Months Ended

Jun. 30, 2012

INCOME TAXES

11. INCOME TAXES

The Company has provided for income taxes on consolidated taxable income using a consolidated effective tax rate which reflects the utilization of Canadian tax net operating loss (“NOL”) carryforwards to the extent of Canadian taxable income. A full valuation allowance had previously been recorded against the Canadian NOLs due to losses in the Canadian operations. 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. 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. Based on existing tax law, the Company expects to be a cash taxpayer in 2012. During the six months ended June 30, 2012, the Company received a tax refund of $8.8 million due to overpayments of the excess estimated tax payments made in 2011, and paid $20 million in estimated federal taxes for 2012.

For the three and six months ended June 30, 2012, the overall effective tax rate of 37.0% and 38.4%, respectively, and for the three and six months ended June 30, 2011, the overall effective tax rate of 40.1% and 41.2%, respectively, differed from the U.S. statutory federal income tax rate primarily due to state and local taxes and the operating results of DTG Canada for which no benefit was recognized due to full valuation allowance.

As of June 30, 2012 and December 31, 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 June 30, 2012.

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 2007 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 comprehensive income. No material amounts were recognized for interest and penalties during the three and six months ended June 30, 2012 and 2011.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Jul. 27, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
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		27,866,943

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2012

COMMITMENTS AND CONTINGENCIES

12. COMMITMENTS AND CONTINGENCIES

There have been no material changes to the Commitments and Contingencies Note 14 in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, 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 $2.5 million for the three and six months ended June 30, 2012 and $10.6 million for the three and six months ended June 30, 2011.

Contingencies

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

On March 2, 2012, the appellate court in Susan and Jeffrey Dillon v. DTG Operations, Inc. d/b/a Thrifty Car Rental (Case No. 09CH34874, Cook County Circuit Court, Chancery Division, Illinois) upheld the lower court’s ruling in favor of the Company. The Plaintiffs did not seek a rehearing or further appeals, and this action has been dismissed.

Aside from the above, 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 and some that may demand large monetary damages or other relief which could result in significant expenditures. 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. The Company evaluates developments in its legal matters that could affect the amount of previously accrued reserves and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of a further loss and the estimated amount of the loss. With respect to outstanding litigation and environmental matters, based on current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on its business or consolidated financial statements. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

Other

In June 2012, the Company executed a vehicle supply agreement with Chrysler Group LLC (“Chrysler Group”) for a three-year term beginning with program year 2013 (August 1, 2012) and ending at the end of program year 2015 (July 31, 2015), that will allow the Company to source a portion of its vehicle purchases, with certain minimum volumes, through Chrysler Group. Volume requirements may be modified by mutual agreement between the Company and Chrysler Group.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 285,477	$ 508,648
Restricted cash and investments	199,002	353,265
Receivables, net	107,298	95,360
Prepaid expenses and other assets	77,020	65,959
Revenue-earning vehicles, net	2,107,982	1,467,835
Property and equipment, net	79,571	84,278
Income taxes receivable	3,998	18,786
Software, net	19,888	21,535
Total assets	2,880,236	2,615,666
LIABILITIES:
Accounts payable	61,260	54,377
Accrued liabilities	123,920	124,185
Deferred income tax liability	369,582	342,962
Vehicle insurance reserves	80,317	86,515
Debt and other obligations	1,562,142	1,399,955
Total liabilities	2,197,221	2,007,994
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value: Authorized 10,000,000 shares; none outstanding
Common stock, $.01 par value: Authorized 200,000,000 and 50,000,000 shares, respectively; 36,194,393 and 36,048,606 issued, respectively, and 27,889,437 and 29,556,887 outstanding, respectively	362	361
Additional capital	954,082	848,843
Retained earnings (deficit)	87,379	(2,419)
Accumulated other comprehensive income (loss)	1,195	(7,617)
Treasury stock, at cost (8,304,956 and 6,491,719 shares, respectively)	(360,003)	(231,496)
Total stockholders' equity	683,015	607,672
Total liabilities and stockholders' equity	$ 2,880,236	$ 2,615,666

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RECEIVABLES

6 Months Ended

Jun. 30, 2012

RECEIVABLES

6. RECEIVABLES

Receivables consist of the following (in thousands):

	June 30, 2012			December 31, 2011
Trade accounts receivable and other	$	83,531		$	74,403
Vehicle manufacturer receivables		19,864			21,510
Car sales receivable		5,836			2,287
		109,231			98,200
Less: Allowance for doubtful accounts		(1,933	)		(2,840	)
	$	107,298		$	95,360

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 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.

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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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2012

EARNINGS PER SHARE

5. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS 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 EPS, 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 EPS is shown in the following table (in thousands, except share and per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net income	$	49,427	$	42,505	$	89,798	$	59,028
Basic EPS:
Weighted-average common shares		28,001,134		28,896,750		28,374,782		28,829,062
Basic EPS	$	1.77	$	1.47	$	3.16	$	2.05
Diluted EPS:
Weighted-average common shares		28,001,134		28,896,750		28,374,782		28,829,062
Shares contingently issuable:
Stock options		866,060		2,003,320		879,418		1,994,468
Performance awards and non-vested shares		125,825		119,675		103,438		79,005
Employee compensation shares deferred		24,577		49,406		32,419		49,359
Director compensation shares deferred		224,535		221,452		223,661		220,105
Shares applicable to diluted		29,242,131		31,290,603		29,613,718		31,171,999
Diluted EPS	$	1.69	$	1.36	$	3.03	$	1.89

For the three and six months ended June 30, 2012 and 2011, all options to purchase shares of common stock were included in the computation of diluted EPS because no exercise price was greater than the average per share market price of the common shares.

Shares included in the diluted EPS calculation related to shares contingently issuable for stock options decreased on a year-over-year basis for both the three and six months ended June 30, 2012, from the three and six months ended June 30, 2011. The Company uses the treasury stock method to determine the denominator used in the diluted EPS 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. In 2012, the Company has projected that it will be a taxpayer and the tax benefit of the repurchases of shares from the assumed proceeds is incorporated into the diluted share calculation. The impact of the assumed tax benefit in 2012 is a reduction in diluted shares outstanding of approximately 600,000 shares. In 2011, the Company was not a taxpayer for federal income tax purposes and did not benefit from the tax deduction related to the assumed option exercises for purposes of the diluted share calculation, thus increasing the number of shares included in the diluted EPS calculation by approximately 800,000 shares. Other factors, such as the Company’s stock price and stock options exercised, also impact the diluted EPS calculation.

During the three and six months ended June 30, 2012, the Company repurchased 283,250 and 1,798,643 shares of its common stock, respectively, which reduced the weighted-average common shares outstanding. See Note 10 for further discussion of the share repurchase program.

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2012

Computation of Weighted Average Common and Common Equivalent Shares used in Calculation of Basic and Diluted EPS

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net income	$	49,427	$	42,505	$	89,798	$	59,028
Basic EPS:
Weighted-average common shares		28,001,134		28,896,750		28,374,782		28,829,062
Basic EPS	$	1.77	$	1.47	$	3.16	$	2.05
Diluted EPS:
Weighted-average common shares		28,001,134		28,896,750		28,374,782		28,829,062
Shares contingently issuable:
Stock options		866,060		2,003,320		879,418		1,994,468
Performance awards and non-vested shares		125,825		119,675		103,438		79,005
Employee compensation shares deferred		24,577		49,406		32,419		49,359
Director compensation shares deferred		224,535		221,452		223,661		220,105
Shares applicable to diluted		29,242,131		31,290,603		29,613,718		31,171,999
Diluted EPS	$	1.69	$	1.36	$	3.03	$	1.89

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NEW ACCOUNTING STANDARDS

6 Months Ended

Jun. 30, 2012

NEW ACCOUNTING STANDARDS

13. NEW ACCOUNTING STANDARDS

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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. The Company adopted ASU 2011-04 on January 1, 2012, as required (see Note 9 for required disclosures).

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income—Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of stockholders’ equity. It requires an entity 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. In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income—Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05” (“ASU 2011-12”) to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this update, which are to be applied retrospectively, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company adopted ASU 2011-05 and ASU 2011-12 on January 1, 2012, as required (see condensed consolidated statements of comprehensive income and Note 10 for required disclosures).

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”) to amend the requirement for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company plans to adopt ASU 2011-11 on January 1, 2013, as required, but does not believe this guidance will have a significant impact on the Company’s consolidated financial statements.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2012

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 for identical instruments 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 June 30, 2012 and December 31, 2011 on the Company’s balance sheet, and the input categories associated with those assets and liabilities:

	Total Fair Value Assets (Liabilities) at 6/30/12		Fair Value Measurements at Reporting Date Using
(in thousands) Description			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Assets	$	63	$	—	$	63	$	—
Deferred Compensation Plan Assets (a)		6,701		6,701		—		—
Total	$	6,764	$	6,701	$	63	$	—

	Total Fair Value Assets (Liabilities) at 12/31/11		Fair Value Measurements at Reporting Date Using
(in thousands) Description			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Assets	$	548	$	—	$	548	$	—
Deferred Compensation Plan Assets (a)		5,752		5,752		—		—
Total	$	6,300	$	5,752	$	548	$	—

(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.

The fair value of derivative assets, consisting of interest rate 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 cap agreements and reported to the Company on a monthly basis. The Company uses these reported fair values to adjust the asset as appropriate. The Company evaluates the reasonableness of the calculations by comparing similar calculations from other counterparties for the applicable period and performs back-testing through use of the look back approach to evaluate the fair value provided by the financial institutions. 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 six months ended June 30, 2012 or the 12 months ended December 31, 2011. The Company’s policy is to recognize transfers between levels as of the beginning of the period in which the event or change in circumstances triggering the transfer occurs. The Company had no Level 3 financial instruments at any time during the six months ended June 30, 2012 or the 12 months ended December 31, 2011.

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

Cash and Cash Equivalents and Restricted Cash and Investments – Cash and cash equivalents and restricted cash and investments consist of short-term, highly liquid investments with original maturities of three months or less when purchased and are comprised primarily of bank deposits, commercial paper and money market funds. The carrying amounts of these items are a reasonable estimate of their fair value due to the short-term nature of these instruments. The Company maintains its cash and cash equivalents in accounts that may not be federally insured.

Receivables and Accounts Payable – The carrying amounts of these items are a reasonable estimate of their fair value. The Company has not experienced any material losses in such accounts and believes it is not exposed to significant credit risk.

Debt and Other Obligations – The fair values of the debt traded on the secondary markets were developed utilizing a market approach based on observable inputs from similar debt arrangements and from information regarding the trading of the Company’s debt in non-active secondary markets and, thus, the debt is classified as Level 2 in the fair value hierarchy. The Company’s other debt is not traded, including floating rate debt for which the carrying amounts are a reasonable estimate of the fair value, as well as fixed rate debt for which the fair values were estimated utilizing an income approach based on discount rates derived from other comparable issuances that include certain unobservable inputs. The non-traded debt is classified as Level 3 in the fair value hierarchy. A portion of the Company’s debt is denominated in Canadian dollars, and its carrying value is impacted by exchange rate fluctuations. However, this foreign currency risk is mitigated by the underlying collateral, which is the Company’s Canadian fleet.

The following tables provide information about the Company’s market sensitive financial instruments valued at June 30, 2012 and December 31, 2011:

							Fair Value Measurements at Reporting Date Using
Description (in thousands)	Carrying Value Assets (Liabilities) at 6/30/12			Fair Value Assets (Liabilities) at 6/30/12			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Vehicle debt and obligations—floating rates (1)	$	(593,333	)	$	(593,257	)	$	—	$	(83,257	)	$	(510,000	)
Vehicle debt and obligations—fixed rates		(900,000	)		(923,426	)		—		(511,954	)		(411,472	)
Canadian dollar denominated vehicle debt and obligations—floating rates		(68,845	)		(68,845	)		—		—			(68,845	)
Total	$	(1,562,178	)	$	(1,585,528	)	$	—	$	(595,211	)	$	(990,317	)

(1) Includes $83.3 million of Series 2007-1 notes and the $510 million Series 2010-3 VFN. The fair value excludes the impact of the related interest rate cap.

							Fair Value Measurements at Reporting Date Using
Description (in thousands)	Carrying Value Assets (Liabilities) at 12/31/11			Fair Value Assets (Liabilities) at 12/31/11			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Vehicle debt and obligations—floating rates	$	(500,000	)	$	(495,820	)	$	—	$	(495,820	)	$	—
Vehicle debt and obligations—fixed rates		(900,000	)		(899,292	)		—		(499,292	)		(400,000	)
Total	$	(1,400,000	)	$	(1,395,112	)	$	—	$	(995,112	)	$	(400,000	)

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DEBT AND OTHER OBLIGATIONS

6 Months Ended

Jun. 30, 2012

DEBT AND OTHER OBLIGATIONS

7. DEBT AND OTHER OBLIGATIONS

Debt and other obligations as of June 30, 2012 and December 31, 2011 consist of the following (in thousands):

	June 30,			December 31,
	2012			2011
Vehicle debt and other obligations
Asset-backed medium-term notes:
Series 2011-2 notes (matures May 2015)	$	400,000		$	400,000
Series 2011-1 notes (matures February 2015)		500,000			500,000
Series 2007-1 notes (matures July 2012)		83,333			500,000
		983,333			1,400,000
Discounts on asset-backed medium-term notes		(36	)		(45	)
Asset-backed medium-term notes, net of discount		983,297			1,399,955
Series 2010-3 variable funding notes (matures December 2013)		510,000			—
CAD Series 2012-1 notes (Canadian fleet financing) (matures August 2014)		68,845			—
Total debt and other obligations	$	1,562,142		$	1,399,955

Asset-Backed Medium-Term Notes

Asset-backed medium-term notes were issued by RCFC in October 2011 (the “Series 2011-2 notes”), July 2011 (the “Series 2011-1 notes”), and May 2007 (the “Series 2007-1 notes”).

The $400 million of Series 2011-2 notes were issued at a fixed interest rate of 3.21% and will be repaid monthly over a six-month period, beginning in December 2014, with an expected final maturity date of May 2015. At June 30, 2012, the Series 2011-2 notes required compliance with a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million, consistent with the terms of the Company’s Revolving Credit Facility (hereinafter defined).

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

The Series 2007-1 notes began scheduled amortization in February 2012. During the three and six months ended June 30, 2012, $250.0 million and $416.7 million of principal payments were made, respectively, with the remaining $83.3 million paid in July 2012. At June 30, 2012, the Series 2007-1 notes had an interest rate of 0.59%.

Variable Funding Notes

The Company had drawn $510 million of the $600 million Series 2010-3 variable funding note (“VFN”) at June 30, 2012. 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 due in December 2013. 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 an interest rate of 1.58% at June 30, 2012. The Series 2010-3 VFN also has a facility fee commitment rate of up to 0.8% per annum on any unused portion of the facility. The Series 2010-3 VFN requires compliance with a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million, consistent with the terms of the Company’s Revolving Credit Facility.

Canadian Fleet Financing

On March 9, 2012, the Company completed a CAD Series 2012-1 $150 million Canadian fleet securitization program (the “CAD Series 2012-1 notes”). This program has a term of two years and requires a program fee of 150 basis points above the one-month rate for Canadian dollar denominated bankers’ acceptances and a utilization fee of 65 basis points on the unused CAD Series 2012-1 amount. At June 30, 2012, CAD $70 million (US $68.8 million) of the CAD Series 2012-1 notes had been drawn. The CAD Series 2012-1 notes had an interest rate of 2.69% at June 30, 2012.

Revolving Credit Facility

On February 16, 2012, the Company terminated the existing senior secured credit facility and replaced it with a new $450 million revolving credit facility (the “Revolving Credit Facility”) that expires in February 2017. Pricing under the Revolving Credit Facility is grid-based with a spread above LIBOR that will range from 300 basis points to 350 basis points, based upon usage of the facility. Commitment fees under the Revolving Credit Facility will equal 50 basis points on unused capacity. Under the Revolving Credit Facility, the Company is subject to a maximum corporate leverage ratio of 3.0 to 1.0, a minimum corporate interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million. In addition, the Revolving Credit Facility contains various restrictive covenants including, among others, limitations on the Company’s and its subsidiaries’ ability to incur additional indebtedness, make loans, acquisitions or other investments, grant liens on their respective property, dispose of assets, pay dividends or conduct stock repurchases, make capital expenditures or engage in certain transactions with affiliates.

Under the Revolving Credit Facility, the Company has the ability (subject to specified conditions and limitations), among other things, to incur up to $400 million of unsecured indebtedness; to enter into permitted acquisitions of up to $250 million in the aggregate during the term of the Revolving Credit Facility and to incur financing and assume indebtedness in connection therewith; to make investments in the Company’s U.S. special-purpose financing entities (including RCFC) and its Canadian special-purpose financing entities, in aggregate amounts at any time outstanding of up to $750 million and $150 million, respectively; and to make dividend, stock repurchase and other restricted payments in an amount up 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, 2012 and ending on the last day of the fiscal quarter immediately preceding the restricted payment.

The Company had letters of credit outstanding under the Revolving Credit Facility of $19.0 million for U.S. enhancement and $46.5 million in general purpose letters of credit with a remaining available capacity of $384.5 million at June 30, 2012.

Covenant Compliance

As of June 30, 2012, the Company is in compliance with all covenants under its various financing arrangements.

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DERIVATIVE FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2012

DERIVATIVE FINANCIAL INSTRUMENTS

8. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in interest rates, and has historically entered into interest rate swap and cap agreements to manage that risk. Additionally, some of the Company’s debt facilities require interest rate cap agreements in order to limit the Company’s exposure to increases in interest rates. The Company used interest rate swap agreements for asset-backed medium-term note issuances in 2007 to effectively convert variable interest rates to fixed interest rates; however, in late 2011, the Company terminated its 2007 swap agreements and paid a +termination fee of $8.8 million to settle the outstanding liability. The remaining unamortized value of the hedge deferred in accumulated other comprehensive income (loss) on the balance sheet is being reclassified into earnings as interest expense over the remaining term of the related debt through July 2012. During the three and six months ended June 30, 2012, $3.2 million and $8.1 million was reclassified into earnings as interest expense, respectively. The Company has also used interest rate cap agreements for its Series 2010-3 VFN, to effectively limit the variable interest rate on a total of $600 million in asset-backed VFNs. These cap agreements have a termination date of July 2014. There were no derivatives designated as hedging instruments at June 30, 2012 or December 31, 2011.

The fair value of derivatives outstanding at June 30, 2012 and December 31, 2011 are as follows (in thousands):

Fair Value of Derivative Instruments

Asset Derivatives

Liability Derivatives

June 30, 2012

December 31, 2011

June 30, 2012

December 31, 2011

Derivatives not designated as hedging instruments

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Interest rate contracts

Prepaid expenses and other assets

$

63

Prepaid expenses and other assets

$

548

Accrued liabilities

$

—

Accrued liabilities

$

—

The (gain) loss recognized on interest rate swap and cap agreements that do not qualify for hedge accounting treatment and thus are not designated as hedging instruments for the three and six months ended June 30, 2012 and 2011 are 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 June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Interest rate contracts	$	209	$	(416	)	$	485	$	(3,890	)	Net (increase) decrease in fair value of derivatives

The amount of gain (loss), net of tax and reclassification, recognized on the terminated hedging instruments in other comprehensive income (loss) (“OCI”) and the amount of the gain (loss) reclassified from Accumulated OCI (“AOCI”) into income for the three and six months ended June 30, 2012 and 2011 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)
	2012		2011		2012			2011
Three Months Ended June 30,
Interest rate contracts	$	—	$	3,075	$	(1,893	)	$	(3,673	)	Interest expense, net of interest income
Six Months Ended June 30,
Interest rate contracts	$	—	$	6,697	$	(4,732	)	$	(7,082	)	Interest expense, net of interest income

Additionally, $0.4 million, net of tax, was reclassified from AOCI related to the discontinuance of a cash flow hedge during the six months ended June 30, 2011.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2012

STOCKHOLDERS' EQUITY

10. STOCKHOLDERS’ EQUITY

Share Repurchase Program

In September 2011, the Company announced that its Board of Directors had increased authorization under the share repurchase program 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. The share repurchase program may be increased, suspended or discontinued at any time.

During the three and six months ended June 30, 2012, the Company repurchased 283,250 shares or approximately $22.3 million and 1,798,643 shares or approximately $127.3 million ($100 million of which was pre-funded in November 2011 under a forward stock repurchase agreement), respectively, of its common stock under this share repurchase program at an average price of $78.81 per share and $70.80 per share, respectively. As of June 30, 2012, approximately $273 million remained available for further purchases of the Company’s common stock under this share repurchase program. Share repurchases are subject to applicable limitations under the Revolving Credit Facility, which as of June 30, 2012, permitted additional share repurchases totaling approximately $318 million.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

	Interest Rate Swap			Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
				(In Thousands)
Balance, January 1, 2012	$	(8,488	)	$	871	$	(7,617	)
Interest rate swap and cap adjustment, net of tax		8,281			—		8,281
Foreign currency translation adjustment		—			531		531
Balance, June 30, 2012	$	(207	)	$	1,402	$	1,195

The cash flow hedge amount deferred into AOCI is related to the derivatives used to manage the interest rate risk, associated with the Company’s vehicle-related debt, which was terminated and is being recognized into earnings along with the interest payments the derivatives were designated to hedge. See Note 8 for further discussion.

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Vehicle Depreciation and Lease Charges (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Property, Plant, and Equipment Disclosure [Line Items]
Depreciation of revenue-earning vehicles and other	$ 80,077	$ 84,343	$ 136,068	$ 166,445
Net gains from disposal of revenue-earning vehicles	(22,571)	(17,833)	(36,831)	(25,761)
Vehicle depreciation and lease charges, net	$ 57,506	$ 66,510	$ 99,237	$ 140,684

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Market Sensitive Financial Instruments (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations, before discounts	$ 1,562,178	$ 1,400,000
Debt and other obligations	1,562,142	1,399,955
Asset-backed medium-term notes | Vehicle debt and other obligations
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations, before discounts	983,333	1,400,000
Debt and other obligations	983,297	1,399,955
Asset-backed medium-term notes | Vehicle debt and other obligations | Series 2007-1 notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations, before discounts	83,333	500,000
Series 2010-3 variable funding note | Vehicle debt and other obligations
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt and other obligations	$ 510,000

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SHARE-BASED PAYMENT PLANS (Tables)

6 Months Ended

Jun. 30, 2012

Non-Qualified Option Rights Activity under Long-Term Incentive Plan

The following table sets forth the non-qualified option rights activity under the LTIP for the six months ended June 30, 2012:

	Number of Shares (In Thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value (In Thousands)
Outstanding at January 1, 2012		1,575		$	5.11		6.89	$	102,579
Granted		—			—
Exercised		(107	)		7.93
Canceled (Forfeited/Expired)		—			—
Outstanding at June 30, 2012		1,468		$	4.91		5.92	$	111,608
Fully vested and exercisable options at:
June 30, 2012		1,468		$	4.91		5.92	$	111,608

Nonvested Performance Shares

The following table presents the status of the Company’s nonvested performance shares as of June 30, 2012 and any changes during the six months ended June 30, 2012:

				Weighted-Average
	Shares			Grant-Date
Nonvested Shares	(In Thousands)			Fair Value
Nonvested at January 1, 2012		262		$	59.11
Granted		29			76.17
Vested		(2	)		52.11
Forfeited		(7	)		59.79
Nonvested at June 30, 2012		282		$	60.89

Nonvested Restricted Stock Units

The following table presents the status of the Company’s nonvested restricted stock units as of June 30, 2012 and changes during the six months ended June 30, 2012:

Nonvested Shares	Shares (In  Thousands)			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2012		34		$	5.41
Granted		7			73.42
Vested		(34	)		5.41
Forfeited		—			—
Nonvested at June 30, 2012		7		$	73.42

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2012

Fair Values of Derivatives Outstanding

The fair value of derivatives outstanding at June 30, 2012 and December 31, 2011 are as follows (in thousands):

Fair Value of Derivative Instruments

Asset Derivatives

Liability Derivatives

June 30, 2012

December 31, 2011

June 30, 2012

December 31, 2011

Derivatives not designated as hedging instruments

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Interest rate contracts

Prepaid expenses and other assets

$

63

Prepaid expenses and other assets

$

548

Accrued liabilities

$

—

Accrued liabilities

$

—

(Gain) Loss Recognized on Interest Rate Swap and Cap Agreements that do not Qualify for Hedge Accounting Treatment and are not Designated as Hedging Instruments

The (gain) loss recognized on interest rate swap and cap agreements that do not qualify for hedge accounting treatment and thus are not designated as hedging instruments for the three and six months ended June 30, 2012 and 2011 are 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 June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Interest rate contracts	$	209	$	(416	)	$	485	$	(3,890	)	Net (increase) decrease in fair value of derivatives

Amount of Gain (Loss), Net of Tax and Reclassification, Recognized on Terminated Hedging Instruments in Other Comprehensive Income (Loss) and Reclassified from Accumulated Other Comprehensive Income into Income

The amount of gain (loss), net of tax and reclassification, recognized on the terminated hedging instruments in other comprehensive income (loss) (“OCI”) and the amount of the gain (loss) reclassified from Accumulated OCI (“AOCI”) into income for the three and six months ended June 30, 2012 and 2011 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)
	2012		2011		2012			2011
Three Months Ended June 30,
Interest rate contracts	$	—	$	3,075	$	(1,893	)	$	(3,673	)	Interest expense, net of interest income
Six Months Ended June 30,
Interest rate contracts	$	—	$	6,697	$	(4,732	)	$	(7,082	)	Interest expense, net of interest income

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Fair Value Measurements - Additional Information (Detail) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Fair Value Measurements [Line Items]
Fair value transfers Level 1 into Level 2 measurements	$ 0	$ 0
Fair value transfers Level 2 into Level 1 measurements	0	0
Level 3 financial instruments	$ 0	$ 0

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Debt and Other Obligations (Detail) In Thousands, unless otherwise specified	Jun. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-2 notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-2 notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2011-1 notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes USD ($)	Dec. 31, 2011 Vehicle debt and other obligations Asset-backed medium-term notes Series 2007-1 notes USD ($)	Jun. 30, 2012 Vehicle debt and other obligations Series 2010-3 variable funding note USD ($)	Jun. 30, 2012 Vehicle debt and other obligations CAD Series 2012-1 notes (Canadian fleet financing) USD ($)	Jun. 30, 2012 Vehicle debt and other obligations CAD Series 2012-1 notes (Canadian fleet financing) CAD
Debt Instrument [Line Items]
Debt and other obligations, before discounts	$ 1,562,178	$ 1,400,000	$ 983,333	$ 1,400,000	$ 400,000	$ 400,000	$ 500,000	$ 500,000	$ 83,333	$ 500,000		$ 68,845
Discounts on asset-backed medium-term notes			(36)	(45)
Debt and other obligations	$ 1,562,142	$ 1,399,955	$ 983,297	$ 1,399,955							$ 510,000	$ 68,845	70,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
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	200,000,000	50,000,000
Common stock, shares issued	36,194,393	36,048,606
Common stock, shares outstanding	27,889,437	29,556,887
Treasury stock, shares	8,304,956	6,491,719

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VEHICLE DEPRECIATION AND LEASE CHARGES, NET

6 Months Ended

Jun. 30, 2012

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 June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Depreciation of revenue-earning vehicles and other	$	80,077		$	84,343		$	136,068		$	166,445
Net gains from disposal of revenue-earning vehicles		(22,571	)		(17,833	)		(36,831	)		(25,761	)
	$	57,506		$	66,510		$	99,237		$	140,684
Average gain on Non-Program Vehicles:
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Number of Non-Program Vehicles sold		18,711			8,428			33,067			15,346
Average gain on vehicles sold (per vehicle)	$	1,206		$	2,116		$	1,114		$	1,679
Components of vehicle depreciation per vehicle per month:
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Average depreciable fleet (units)		118,485			117,876			110,536			108,299
Average depreciation rate	$	225		$	238		$	205		$	256
Average gain on vehicles sold		(63	)		(50	)		(55	)		(39	)
Average vehicle depreciation and lease charges, net	$	162		$	188		$	150		$	217

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.”

Depreciation expense for Non-Program Vehicles, which constitute substantially all 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 in service. The Company’s vehicle depreciation rates are 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 comprehensive income.

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2012

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables show assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011 on the Company’s balance sheet, and the input categories associated with those assets and liabilities:

	Total Fair Value Assets (Liabilities) at 6/30/12		Fair Value Measurements at Reporting Date Using
(in thousands) Description			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Assets	$	63	$	—	$	63	$	—
Deferred Compensation Plan Assets (a)		6,701		6,701		—		—
Total	$	6,764	$	6,701	$	63	$	—

	Total Fair Value Assets (Liabilities) at 12/31/11		Fair Value Measurements at Reporting Date Using
(in thousands) Description			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Assets	$	548	$	—	$	548	$	—
Deferred Compensation Plan Assets (a)		5,752		5,752		—		—
Total	$	6,300	$	5,752	$	548	$	—

(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.

Market Sensitive Financial Instruments

The following tables provide information about the Company’s market sensitive financial instruments valued at June 30, 2012 and December 31, 2011:

							Fair Value Measurements at Reporting Date Using
Description (in thousands)	Carrying Value Assets (Liabilities) at 6/30/12			Fair Value Assets (Liabilities) at 6/30/12			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Vehicle debt and obligations—floating rates (1)	$	(593,333	)	$	(593,257	)	$	—	$	(83,257	)	$	(510,000	)
Vehicle debt and obligations—fixed rates		(900,000	)		(923,426	)		—		(511,954	)		(411,472	)
Canadian dollar denominated vehicle debt and obligations—floating rates		(68,845	)		(68,845	)		—		—			(68,845	)
Total	$	(1,562,178	)	$	(1,585,528	)	$	—	$	(595,211	)	$	(990,317	)

(1) Includes $83.3 million of Series 2007-1 notes and the $510 million Series 2010-3 VFN. The fair value excludes the impact of the related interest rate cap.

							Fair Value Measurements at Reporting Date Using
Description (in thousands)	Carrying Value Assets (Liabilities) at 12/31/11			Fair Value Assets (Liabilities) at 12/31/11			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Vehicle debt and obligations—floating rates	$	(500,000	)	$	(495,820	)	$	—	$	(495,820	)	$	—
Vehicle debt and obligations—fixed rates		(900,000	)		(899,292	)		—		(499,292	)		(400,000	)
Total	$	(1,400,000	)	$	(1,395,112	)	$	—	$	(995,112	)	$	(400,000	)

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Earnings per Share - Additional Information (Detail)	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share Disclosure [Line Items]
Computation of diluted earnings per share, description		For the three and six months ended June 30, 2012 and 2011, all options to purchase shares of common stock were included in the computation of diluted EPS because no exercise price was greater than the average per share market price of the common shares.
Reduction in diluted share calculation due to tax benefit impact		600,000
Number of potentially dilutive shares assumed to be repurchased			800,000
Common stock repurchased	283,250	1,798,643

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2012

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

In preparing the accompanying condensed consolidated financial statements, the Company has reviewed events that have occurred after June 30, 2012 through the issuance of the financial statements. The Company noted no reportable subsequent events other than the subsequent event noted below.

During July 2012, the Company repurchased 22,494 shares or approximately $1.8 million of its common stock under the share repurchase program at an average price of $79.74, leaving approximately $271 million available for further purchases of the Company’s common stock under the share repurchase program.