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UNITED STATES
     SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




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FORM 10-Q

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

For the quarterly period ended September 30, 2007

OR

|  |  |                                                                                          
|- |  | -----------------------------------------------------------------------------------------
|o |  | 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



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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)


|                                                                             |  |                                                     
|---------------------------------------------------------------------------- |  | ----------------------------------------------------
|Delaware
     (State or other jurisdiction of incorporation or organization) |  | 73-1356520
     (I.R.S. Employer 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 XNo



Indicate by check mark whether the
        registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer
        and large accelerated filer" in  Rule 12b-2 of the Exchange Act:



Large accelerated
        filerXAccelerated filerNon-accelerated filer



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



The number of shares outstanding
        of the registrants Common Stock as of October 31, 2007 was 21,467,939.

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# DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.FORM
10-Q

# CONTENTS

| |  |  | Page
| |  |  | ----

|PART I  -  FINANCIAL INFORMATION | 
|-------------------------------- | 

| | ITEM | 1.    
     FINANCIAL STATEMENTS (UNAUDITED) | 3
| | ---- | -------------------------------------------- | -

| | ITEM | 2.    
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF | 
| | ---- | --------------------------------------------------- | 

| |  | FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 18
| |  | --------------------------------------------- | --

| | ITEM | 3.    
     QUANTITATIVE AND QUALITATIVE | 
| | ---- | ---------------------------------------- | 

| |  | DISCLOSURES ABOUT MARKET RISK | 28
| |  | ----------------------------- | --

| | ITEM | 4.    
     CONTROLS AND PROCEDURES | 29
| | ---- | ----------------------------------- | --

|PART II  -  OTHER INFORMATION | 
|----------------------------- | 

| | ITEM | 1.    
     LEGAL PROCEEDINGS | 30
| | ---- | ----------------------------- | --

| | ITEM | 1A.  
     RISK FACTORS | 30
| | ---- | ----------------------- | --

| | ITEM | 2.    
     UNREGISTERED SALES OF EQUITY SECURITIES | 
| | ---- | --------------------------------------------------- | 

| |  | AND USE OF PROCEEDS | 30
| |  | ------------------- | --

| | ITEM | 5.    
     OTHER INFORMATION | 31
| | ---- | ----------------------------- | --

| | ITEM | 6.    
     EXHIBITS | 32
| | ---- | -------------------- | --

|SIGNATURES | 33
|---------- | --

|INDEX TO EXHIBITS | 34
|----------------- | --



# FACTORS
AFFECTING FORWARD-LOOKING STATEMENTS

Some of the statements contained herein under Managements Discussion and Analysis of Financial Condition and Results of Operations may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Although Dollar Thrifty Automotive Group, Inc. believes such forward-looking statements are based upon reasonable assumptions, such statements are not guarantees of future performance and certain factors could cause results to differ materially from current expectations.  These factors include: price and product competition; access to reservation distribution channels; economic and competitive conditions in markets and countries where the companies customers reside and where the companies and their franchisees operate; natural hazards or catastrophes; incidents of terrorism; airline travel patterns; changes in capital
availability or cost; costs and other terms related to the acquisition and disposition of automobiles; systems or communications failures; costs of conducting business and changes in structure or operations; and certain regulatory and environmental matters and litigation risks.  Should one or more of these risks or uncertainties, among others, materialize, actual results could vary from those estimated, anticipated or projected. Dollar Thrifty Automotive Group, Inc. undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.



2



Table of Contents



PART I  FINANCIAL INFORMATION






ITEM 1.
        FINANCIAL STATEMENTS






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Dollar Thrifty Automotive Group, Inc.:



We have reviewed the accompanying condensed consolidated balance sheet of Dollar
Thrifty Automotive Group, Inc. and subsidiaries (the Company) as of September 30, 2007, and the related condensed consolidated statements of income for
the three-month and nine-month periods ended September 30, 2007 and 2006 and of cash flows for the nine-month periods ended September 30, 2007 and 2006.  These interim
financial statements are the responsibility of the Companys management.



We conducted our reviews 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 (United States), 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 reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.



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, 2006, 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 March 16, 2007, we expressed an unqualified opinion on those consolidated financial statements (which report includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment).  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2006 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.





/s/ Deloitte & Touche LLP



Tulsa, Oklahoma

November 7, 2007













































3





## DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


---

(In Thousands Except Per Share Data)


|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |           |           |  |  |  | 
|---------------------------- | ------------------------------------------------ | - | ------------------------ | ------- | ------- | ------------------- | ----------- | ------- | ------------------- |  | ---- | ------ | --------- | --------- | - | ------ | --------- | --------- |  |  |  | 
|                             |                                                  |   |                          |         |         | Three Months        |             |         | Nine Months         | 
|                             |                                                  |   |                          |         |         | Ended September 30, |             |         | Ended September 30, | 
|                             |                                                  |   |                          |         |         |                     |             |         |                     | 
|                             |                                                  |   |                          |         |         |                     | (Unaudited) |        
|                             |                                                  |   |                          |         |         | 2007                |             | 2006    |                     |  | 2007 |        | 2006      |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |          
|REVENUES:                    |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|                             | Vehicle rentals                                  |   | $                        | 501,381 |         |                     | $           | 451,435 |                     |  |      | $      | 1,303,043 |           |   | $      | 1,172,614 |          
|                             | Other                                            |   |                          | 20,639  |         |                     |             | 33,272  |                     |  |      |        | 68,544    |           |   |        | 95,229    |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|                             |                                                  |   | Total revenues           |         | 522,020 |                     |             |         | 484,707             |  |      |        |           | 1,371,587 |   |        |           | 1,267,843 | 
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|COSTS AND EXPENSES:          |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|                             | Direct vehicle and operating                     |   |                          | 245,824 |         |                     |             | 233,113 |                     |  |      |        | 672,812   |           |   |        | 628,393   |          
|                             | Vehicle depreciation and lease charges, net      |   |                          | 143,053 |         |                     |             | 122,503 |                     |  |      |        | 357,677   |           |   |        | 275,716   |          
|                             | Selling, general and administrative              |   |                          | 59,427  |         |                     |             | 66,396  |                     |  |      |        | 184,728   |           |   |        | 195,313   |          
|                             | Interest expense, net of interest income         |   |                          | 35,808  |         |                     |             | 33,005  |                     |  |      |        | 83,919    |           |   |        | 72,882    |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|                             |                                                  |   | Total costs and expenses |         | 484,112 |                     |             |         | 455,017             |  |      |        |           | 1,299,136 |   |        |           | 1,172,304 | 
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|                             | (Increase) decrease in fair value of derivatives |   |                          | 21,660  |         |                     |             | 25,391  |                     |  |      |        | 18,202    |           |   |        | 7,135     |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|INCOME BEFORE INCOME TAXES   |                                                  |   | 16,248                   |         |         |                     | 4,299       |         |                     |  |      | 54,249 |           |           |   | 88,404 |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|INCOME TAX EXPENSE (BENEFIT) |                                                  |   | 4,935                    |         |         |                     | (1,585      | )       |                     |  |      | 22,453 |           |           |   | 34,059 |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|NET INCOME                   |                                                  | $ | 11,313                   |         |         | $                   | 5,884       |         |                     |  | $    | 31,796 |           |           | $ | 54,345 |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|BASIC EARNINGS PER SHARE     |                                                  | $ | 0.50                     |         |         | $                   | 0.25        |         |                     |  | $    | 1.38   |           |           | $ | 2.22   |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          
|DILUTED EARNINGS PER SHARE   |                                                  | $ | 0.48                     |         |         | $                   | 0.24        |         |                     |  | $    | 1.32   |           |           | $ | 2.12   |          
|                             |                                                  |   |                          |         |         |                     |             |         |                     |  |      |        |           |           |   |        |          

See notes to condensed consolidated financial statements.



4



## DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


SEPTEMBER 30, 2007 AND DECEMBER 31, 2006


---

(In Thousands Except Share and Per Share Data)


|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |   |           | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | --------- | -------------------------- |  | - | ------------- | --------- |  | ------------ | - | --------- | 
|                                                                                                                                                                                             |  |   |           |                            |  |   | September 30, |           |  | December 31, |  
|                                                                                                                                                                                             |  |   |           |                            |  |   | 2007          |           |  | 2006         |  
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |  
|                                                                                                                                                                                             |  |   |           |                            |  |   | (Unaudited)   |          
|ASSETS:                                                                                                                                                                                      |  |   |           |                            |  |   |               |          
|Cash and cash equivalents                                                                                                                                                                    |  | $ | 189,767   |                            |  | $ | 191,981       |          
|Restricted cash and investments                                                                                                                                                              |  |   | 415,802   |                            |  |   | 389,794       |          
|Receivables, net                                                                                                                                                                             |  |   | 201,298   |                            |  |   | 242,349       |          
|Prepaid expenses and other assets                                                                                                                                                            |  |   | 102,473   |                            |  |   | 98,020        |          
|Revenue-earning vehicles, net                                                                                                                                                                |  |   | 2,725,972 |                            |  |   | 2,623,719     |          
|Property and equipment, net                                                                                                                                                                  |  |   | 120,927   |                            |  |   | 116,787       |          
|Income taxes receivable                                                                                                                                                                      |  |   | 3,424     |                            |  |   | 2,585         |          
|Intangible assets, net                                                                                                                                                                       |  |   | 96,484    |                            |  |   | 66,160        |          
|Goodwill                                                                                                                                                                                     |  |   | 281,271   |                            |  |   | 280,103       |          
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |  
|                                                                                                                                                                                             |  |   |           |                            |  |   | $             | 4,137,418 |  |              | $ | 4,011,498 | 
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                         |  |   |           |                            |  |   |               |          
|                                                                                                                                                                                            
|LIABILITIES:                                                                                                                                                                                 |  |   |           |                            |  |   |               |          
|Accounts payable                                                                                                                                                                             |  | $ | 69,071    |                            |  | $ | 65,251        |          
|Accrued liabilities                                                                                                                                                                          |  |   | 198,894   |                            |  |   | 183,887       |          
|Deferred income tax liability                                                                                                                                                                |  |   | 276,825   |                            |  |   | 266,455       |          
|Vehicle insurance reserves                                                                                                                                                                   |  |   | 109,876   |                            |  |   | 103,921       |          
|Debt and other obligations                                                                                                                                                                   |  |   | 2,854,593 |                            |  |   | 2,744,284     |          
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |  
|                                                                                                                                                                                             |  |   |           | Total liabilities          |  |   |               | 3,509,259 |  |              |   | 3,363,798 | 
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                |  |   |           |                            |  |   |               |          
|                                                                                                                                                                                            
|STOCKHOLDERS EQUITY:                                                                                                                                                                        |  |   |           |                            |  |   |               |          
|Preferred stock, $.01 par value:
               Authorized 10,000,000 shares; none outstanding                                                                                               |  |   | -         |                            |  |   | -             |          
|Common stock, $.01 par value:
               Authorized 50,000,000 shares;  27,882,845 and 27,594,867 issued,
        respectively, and  21,796,239 and 23,484,367 outstanding, respectively |  |   | 278       |                            |  |   | 275           |          
|Additional capital                                                                                                                                                                           |  |   | 798,237   |                            |  |   | 791,452       |          
|Retained earnings                                                                                                                                                                            |  |   | 39,092    |                            |  |   | 7,782         |          
|Accumulated other comprehensive income                                                                                                                                                       |  |   | 6,659     |                            |  |   | 4,217         |          
|Treasury stock, at cost (6,086,606 shares                                                                                                                                                    |  |   |           |                            |  |   |               |          
|and 4,110,500 shares, respectively)                                                                                                                                                          |  |   | (216,107  | )                          |  |   | (156,026      | )        
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |  
|                                                                                                                                                                                             |  |   |           | Total stockholders equity |  |   |               | 628,159   |  |              |   | 647,700   | 
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |          
|                                                                                                                                                                                             |  |   |           |                            |  |   | $             | 4,137,418 |  |              | $ | 4,011,498 | 
|                                                                                                                                                                                             |  |   |           |                            |  |   |               |           |  |              |  

See notes to condensed consolidated financial statements.





5



## DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


---

(In Thousands)


|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                     |          |   |      |  |  |  | 
|------------------------------------- | -------------------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------- |  |  | - | ------- | ---------- | -------- | - | ----------- | ------------------- | -------- | - | ---- |  |  |  | 
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             | Nine Months         |         
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             | Ended September 30, |         
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                     |         
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             | (Unaudited)         |         
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             | 2007                |          |   | 2006 | 
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                     |          |   |      | 
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      | Net income                                                                       |                                                           |                                           |  |  | $ | 31,796  |            |          | $ | 54,345      |                    
|                                      | Adjustments to reconcile net income to net cash provided byoperating activities: |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  | Depreciation:                                             |                                           |  |  |   |         |            |          |   |             |                     |         
|                                      |                                                                                  |                                                           | Vehicle depreciation                      |  |  |   |         |            | 378,026  |   |             |                     | 287,441  |  
|                                      |                                                                                  |                                                           | Non-vehicle depreciation                  |  |  |   |         |            | 16,098   |   |             |                     | 15,207   |  
|                                      |                                                                                  | Net gains from disposition of revenue-earning vehicles    |                                           |  |  |   |         | (22,767    | )        |   |             | (17,220             | )       
|                                      |                                                                                  | Amortization                                              |                                           |  |  |   |         | 4,675      |          |   |             | 4,801               |         
|                                      |                                                                                  | Write-off of software                                     |                                           |  |  |   |         | 3,240      |          |   |             | -                   |         
|                                      |                                                                                  | Performance share incentive plan                          |                                           |  |  |   |         | 6,794      |          |   |             | 10,862              |         
|                                      |                                                                                  | Interest income earned on restricted cash and investments |                                           |  |  |   |         | (9,089     | )        |   |             | (11,135             | )       
|                                      |                                                                                  | Net (gains)/losses from sale of property and equipment    |                                           |  |  |   |         | (6         | )        |   |             | 72                  |         
|                                      |                                                                                  | Provision for losses on receivables                       |                                           |  |  |   |         | 643        |          |   |             | 20                  |         
|                                      |                                                                                  | Deferred income taxes                                     |                                           |  |  |   |         | 11,549     |          |   |             | 31,818              |         
|                                      |                                                                                  | (Increase) decrease in fair value of derivatives          |                                           |  |  |   |         | 18,202     |          |   |             | 7,135               |         
|                                      |                                                                                  | Change in assets and liabilities, net of acquisitions:    |                                           |  |  |   |         |            |          |   |             |                     |         
|                                      |                                                                                  |                                                           | Income taxes receivable/payable           |  |  |   |         |            | (667     | ) |             |                     | (12,436  | )
|                                      |                                                                                  |                                                           | Receivables                               |  |  |   |         |            | 30,326   |   |             |                     | (16,811  | )
|                                      |                                                                                  |                                                           | Prepaid expenses and other assets         |  |  |   |         |            | 5,841    |   |             |                     | 1,839    |  
|                                      |                                                                                  |                                                           | Accounts payable                          |  |  |   |         |            | 5,502    |   |             |                     | (6,192   | )
|                                      |                                                                                  |                                                           | Accrued liabilities                       |  |  |   |         |            | (959     | ) |             |                     | 22,359   |  
|                                      |                                                                                  |                                                           | Vehicle insurance reserves                |  |  |   |         |            | 5,955    |   |             |                     | 7,717    |  
|                                      |                                                                                  |                                                           | Other                                     |  |  |   |         |            | 4,460    |   |             |                     | 924      |  
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                     |          |   |     
|                                      |                                                                                  |                                                           | Net cash provided by operating activities |  |  |   |         |            | 489,619  |   |             |                     | 380,746  |  
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                     |          |   |     
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|CASH FLOWS FROM INVESTING ACTIVITIES: |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      | Revenue-earning vehicles:                                                        |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  | Purchases                                                 |                                           |  |  |   |         | (2,925,870 | )        |   |             | (3,296,144          | )       
|                                      |                                                                                  | Proceeds from sales                                       |                                           |  |  |   |         | 2,480,488  |          |   |             | 2,234,741           |         
|                                      | Net change in restricted cash and investments                                    |                                                           |                                           |  |  |   | (16,919 | )          |          |   | 536,685     |                    
|                                      | Property, equipment and software:                                                |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  | Purchases                                                 |                                           |  |  |   |         | (34,159    | )        |   |             | (24,418             | )       
|                                      |                                                                                  | Proceeds from sales                                       |                                           |  |  |   |         | 1,196      |          |   |             | 3                   |         
|                                      | Acquisition of businesses, net of cash acquired                                  |                                                           |                                           |  |  |   | (23,832 | )          |          |   | (29,583     | )                  
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                     |          |   |     
|                                      |                                                                                  |                                                           | Net cash used in investing activities     |  |  |   |         |            | (519,096 | ) |             |                     | (578,716 | )
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                     |          |   |     
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   |             |                    
|                                      |                                                                                  |                                                           |                                           |  |  |   |         |            |          |   | (Continued) |                    

6



## DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006


---

(In Thousands)


|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |      |  |  |  | 
|-------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------ | ----------------------------------------- |  |  | - | ------- | ---------- | ------ | - | ------- | ------------------- | ------- |  | ---- |  |  |  | 
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         | Nine Months         |        
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         | Ended September 30, |        
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |        
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         | (Unaudited)         |        
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         | 2007                |         |  | 2006 | 
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |      | 
|CASH FLOWS FROM FINANCING ACTIVITIES:              |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                    
|                                                   | Debt and other obligations:                                                  |                                                  |                                           |  |  |   |         |            |        |   |         |                    
|                                                   |                                                                              | Proceeds from vehicle debt and other obligations |                                           |  |  |   |         | 3,366,091  |        |   |         | 6,044,603           |        
|                                                   |                                                                              | Payments of vehicle debt and other obligations   |                                           |  |  |   |         | (3,505,164 | )      |   |         | (5,785,971          | )      
|                                                   |                                                                              | Proceeds from non-vehicle debt                   |                                           |  |  |   |         | 250,000    |        |   |         | -                   |        
|                                                   |                                                                              | Payments of non-vehicle debt                     |                                           |  |  |   |         | (625       | )      |   |         | -                   |        
|                                                   |                                                                              | Payments of debt assumed through acquisition     |                                           |  |  |   |         | (14,092    | )      |   |         | -                   |        
|                                                   | Issuance of common shares                                                    |                                                  |                                           |  |  |   | 1,346   |            |        |   | 6,139   |                    
|                                                   | Purchase of common stock for the treasury                                    |                                                  |                                           |  |  |   | (60,081 | )          |        |   | (91,913 | )                  
|                                                   | Financing issue costs                                                        |                                                  |                                           |  |  |   | (10,212 | )          |        |   | (7,387  | )                  
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     
|                                                   |                                                                              |                                                  | Net cash provided by financing activities |  |  |   |         |            | 27,263 |   |         |                     | 165,471 | 
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     
|CHANGE IN CASH AND CASH EQUIVALENTS                |                                                                              |                                                  |                                           |  |  |   | (2,214  | )          |        |   | (32,499 | )                  
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                    
|CASH AND CASH EQUIVALENTS:                         |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                    
|                                                   | Beginning of period                                                          |                                                  |                                           |  |  |   | 191,981 |            |        |   | 274,299 |                    
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     
|                                                   | End of period                                                                |                                                  |                                           |  |  | $ | 189,767 |            |        | $ | 241,800 |                    
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                    
|                                                   | Cash paid for:                                                               |                                                  |                                           |  |  |   |         |            |        |   |         |                    
|                                                   |                                                                              |                                                  | Income taxes to taxing authorities        |  |  |   |         | $          | 12,933 |   |         | $                   | 14,193  | 
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     
|                                                   |                                                                              |                                                  | Interest                                  |  |  |   |         | $          | 79,724 |   |         | $                   | 88,658  | 
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     
|SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:    |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                    
|                                                   | Receivables from capital lease of vehicles to franchisees                    |                                                  |                                           |  |  | $ | -       |            |        | $ | 917     |                    
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     
|                                                   | Purchases of property, equipment and software included   in accounts payable |                                                  |                                           |  |  | $ | 755     |            |        | $ | 853     |                    
|                                                   |                                                                              |                                                  |                                           |  |  |   |         |            |        |   |         |                     |         |  |     

See notes to condensed consolidated financial statements.







7



DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006(Unaudited)






1.
        BASIS OF PRESENTATION




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., Rental Car Finance Corp. (RCFC) and Dollar Thrifty Funding Corp.  Thrifty, Inc. is the parent company to Thrifty Rent-A-Car System, Inc., which is the parent company to Dollar Thrifty Automotive Group Canada Inc. (DTG Canada).  The term the Company is used to refer to DTG and subsidiaries, individually or collectively, as the context may require.



The accounting policies set forth in Note 2 to the consolidated financial statements contained in the Form 10-K filed with the Securities and Exchange Commission on March 16, 2007 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 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 accounting principles generally accepted in the United States of America for complete financial statements.  In the Companysopinion, all adjustments (which include only normal recurring adjustments)
necessary for a fair presentation of the results of operations for the interim periods have been made.  Results for interim periods are not necessarily indicative of results for a full year.



2.
        SHARE-BASED PAYMENT PLANS




Long-Term Incentive Plan



At September 30, 2007, the Companys common stock authorized for issuance under the long-term incentive plan and director equity plan (LTIP) for employees and non-employee directors was 1,773,693 shares.  The Company has 252,231 shares available for future LTIP awards at September 30, 2007 after allocating for the maximum potential shares that could be awarded under existing LTIP grants.  The Company issues new shares of remaining authorized common stock to satisfy LTIP awards.



Compensation cost for performance shares and restricted stock awards is recognized based on the fair value of the awards granted at the grant-date.The Company recognized compensation costs of $4.4 million and $6.8 million during the three months and nine months ended September 30, 2007, respectively, and $3.5 million and $10.9 million during the three months and nine months ended September 30, 2006, respectively, for such awards.  The decrease in compensation costs for the nine months ended September 30, 2007 resulted from a $2.2 million charge in 2006 related to a change in estimate for the final calculation of the vested 2003 performance share awards and a $1.9 million reduction in 2007 to reflect current performance estimates.



8



Option Rights Plan Under the LTIP, the Committee may grant non-qualified option rights to key employees and non-employee directors.  During the nine months ended September 30, 2007, there were no non-qualified option rights granted and there were 48,165 options exercised.



Performance Shares Performance shares are granted to Company officers and certain key employees. The awards granted in 2007, 2006 and 2005 established a target number of shares that generally vest at the end of a three year requisite service period following the grant-date.  The number of performance shares ultimately earned will range from zero to 200% of the target award, depending on the level of corporate performance over each of the three years, which is considered the performance period. For the awards granted in 2007 and 2006, the grant-date fair value for the performance indicator portion of the award was based on the closing market price of the Companys common shares at the date of grant.  The market condition based portion of the award was estimated on the date of grant using a lattice-based option valuation model and the assumptions
noted in the following table:



| |  |                                           |  |  |  |  |  |  |  |                   |  |      |  |       |      |  |  |       |   |  |  | 
| |  | ----------------------------------------- |  |  |  |  |  |  |  | ----------------- |  | ---- |  | ----- | ---- |  |  | ----- | - |  |  | 
| |  |                                           |  |  |  |  |  |  |  | Nine Months Ended | 
| |  |                                           |  |  |  |  |  |  |  | September 30,     | 
| |  |                                           |  |  |  |  |  |  |  |                   | 
| |  |                                           |  |  |  |  |  |  |  |                   |  | 2007 |  |       | 2006 | 
| |  |                                           |  |  |  |  |  |  |  |                   |  |      |  |       |      | 
| |  | Weighted-average expected life (in years) |  |  |  |  |  |  |  |                   |  |      |  | 3     |      |  |  | 3     |  
| |  | Expected price volatility                 |  |  |  |  |  |  |  |                   |  |      |  | 28.10 | %    |  |  | 30.50 | %
| |  | Risk-free interest rate                   |  |  |  |  |  |  |  |                   |  |      |  | 4.88  | %    |  |  | 4.54  | %



The following table presents the status of the Companys nonvested performance shares as of September 30, 2007 and any changes during the nine months ended September 30, 2007:



| |  |                                 |  |  |  |  |  |  |                |   |  |  |   |                  |  |  |  |  |  |  |  | 
| |  | ------------------------------- |  |  |  |  |  |  | -------------- | - |  |  | - | ---------------- |  |  |  |  |  |  |  | 
| |  |                                 |  |  |  |  |  |  |                |   |  |  |   | Weighted-Average |  |  |  |  | 
| |  |                                 |  |  |  |  |  |  | Shares         |   |  |  |   | Grant Date       |  |  |  |  | 
| |  | Nonvested Shares                |  |  |  |  |  |  | (In Thousands) |   |  |  |   | Fair Value       |  |  |  |  | 
| |  |                                 |  |  |  |  |  |  |                |   |  |  |   |                  |  |  |  |  | 
| |  | Nonvested at January 1, 2007    |  |  |  |  |  |  | 702            |   |  |  | $ | 35.67            |  |  |  |  | 
| |  | Granted                         |  |  |  |  |  |  | 148            |   |  |  |   | 56.60            |  |  |  |  | 
| |  | Vested                          |  |  |  |  |  |  | (230           | ) |  |  |   | 28.89            |  |  |  |  | 
| |  | Forfeited                       |  |  |  |  |  |  | (93            | ) |  |  |   | 33.61            |  |  |  |  | 
| |  |                                 |  |  |  |  |  |  |                |   |  |  |   |                  |  |  |  |  | 
| |  | Nonvested at September 30, 2007 |  |  |  |  |  |  | 527            |   |  |  | $ | 44.91            |  |  |  |  | 
| |  |                                 |  |  |  |  |  |  |                |   |  |  |   |                  |  |  |  |  | 



At September 30, 2007, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $7.3 million, depending upon the Companys performance against targets specified in the performance share agreement.  This estimated compensation cost is expected to be recognized over the weighted-average period of 1.9 years.  Values of the performance shares earned will be recognized as compensation expense over the requisite service period.  No performance shares vested or were issued during the three months ended September 30, 2007.  The total intrinsic value of vested and issued performance shares during the nine months ended September 30, 2007 was $9.5 million.  The maximum amount of performance shares that may be granted under the LTIP during any year to any participant is 160,000 common shares.



Restricted Stock Units Under
the LTIP, non-employee directors were granted restricted stock units.  These grants generally vest at the end of the fiscal year in which the grants were made.
The grant-date fair value of the award is based on the closing market price of the Companys common shares at the date of grant.  During the nine months
ended September 30, 2007, the Company granted 21,610 shares with a grant-date fair value of $46.90.  At September 30, 2007, the total compensation cost related
to nonvested restricted stock unit awards not yet recognized is approximately $0.2 million, which is expected to be recognized over the next three months.



9





3.
        ACQUISITIONS




During the nine months ended September 30, 2007, the Company added seven locations by acquiring its former franchisee in Seattle, Washington and Portland, Oregon. The Company also acquired certain assets and assumed certain liabilities relating to 20 locations from former franchisees in Pittsburgh, Middletown/Harrisburg, Allentown and Erie, Pennsylvania; McAllen, Texas; Burlington, Vermont; Knoxville, Tennessee; Louisville, Kentucky; and Providence, Rhode Island.  Total cash paid during the nine months ended September 30, 2007, net of cash acquired for acquisitions, was $23.8 million.  The Company recognized an additional $25.4 million in unamortized intangible assets for reacquired franchise rights during the nine months ended September 30, 2007 (Note 7).  The Company did not recognize any goodwill related to these transactions.



Each of these transactions has been accounted for using the purchase method of accounting, and operating results of the acquirees from the dates of acquisition are included in the condensed consolidated statements of income of the Company.  These acquisitions are not material individually or collectively to amounts presented for the nine months ended September 30, 2007.



4.
        VEHICLE DEPRECIATION AND LEASE CHARGES, NET




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



| |  |                                                     |         |         |   |   |                     |         |   |      |                     |         |         |      |   |         |         |   |  |  |  | 
| |  | --------------------------------------------------- | ------- | ------- | - | - | ------------------- | ------- | - | ---- | ------------------- | ------- | ------- | ---- | - | ------- | ------- | - |  |  |  | 
| |  |                                                     |         |         |   |   | Three Months        |         |   |      | Nine Months         |        
| |  |                                                     |         |         |   |   | Ended September 30, |         |   |      | Ended September 30, |        
| |  |                                                     |         |         |   |   |                     |         |   |      |                     |        
| |  |                                                     |         |         |   |   | 2007                |         |   | 2006 |                     |         |         | 2007 |   |         | 2006    |  
| |  |                                                     |         |         |   |   |                     |         |   |      |                     |         |         |      |   |         |         |  
| |  | Depreciation of revenue-earning vehicles            | $       | 149,766 |   |   | $                   | 120,478 |   |      |                     | $       | 378,026 |      |   | $       | 287,441 |  
| |  | Net gains from disposal of revenue-earning vehicles |         | (7,286  | ) |   |                     | (390    | ) |      |                     |         | (22,767 | )    |   |         | (17,220 | )
| |  | Rents paid for vehicles leased                      |         | 573     |   |   |                     | 2,415   |   |      |                     |         | 2,418   |      |   |         | 5,495   |  
| |  |                                                     |         |         |   |   |                     |         |   |      |                     |         |         |      |   |         |        
| |  | $                                                   | 143,053 |         |   | $ | 122,503             |         |   |      | $                   | 357,677 |         |      | $ | 275,716 |        
| |  |                                                     |         |         |   |   |                     |         |   |      |                     |         |         |      |   |         |        



5.
        EARNINGS PER SHARE




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



10





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

| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |   |            |            |  |  | 
| |  | ----------------------------- | ------------------------------------- | - | ---------- | ------------------- |  | ---- | ------------------- | ---------- | ---- |  | ---- | ---------- | ---------- |  | - | ---------- | ---------- |  |  | 
| |  |                               |                                       |   |            | Three Months        |  |      | Nine Months         |           
| |  |                               |                                       |   |            | Ended September 30, |  |      | Ended September 30, |           
| |  |                               |                                       |   |            |                     |  |      |                     |           
| |  |                               |                                       |   |            | 2007                |  | 2006 |                     |            | 2007 |  | 2006 |           
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |           
| |  | Net Income                    |                                       | $ | 11,313     |                     |  | $    | 5,884               |            |      |  | $    | 31,796     |            |  | $ | 54,345     |           
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  | Basic EPS:                    |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |   |            |           
| |  |                               | Weighted average common shares        |   |            | 22,695,359          |  |      |                     | 23,884,407 |      |  |      |            | 23,075,896 |  |   |            | 24,456,656 | 
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  | Basic EPS                     |                                       | $ | 0.50       |                     |  | $    | 0.25                |            |      |  | $    | 1.38       |            |  | $ | 2.22       |           
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  | Diluted EPS:                  |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |   |            |           
| |  |                               | Weighted average common shares        |   |            | 22,695,359          |  |      |                     | 23,884,407 |      |  |      |            | 23,075,896 |  |   |            | 24,456,656 | 
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  | Shares contingently issuable: |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |   |            |           
| |  |                               | Stock options                         |   |            | 142,749             |  |      |                     | 244,603    |      |  |      |            | 181,268    |  |   |            | 285,464    | 
| |  |                               | Performance awards                    |   |            | 279,695             |  |      |                     | 377,338    |      |  |      |            | 272,544    |  |   |            | 421,449    | 
| |  |                               | Employee compensation shares deferred |   |            | 427,255             |  |      |                     | 359,928    |      |  |      |            | 413,518    |  |   |            | 255,069    | 
| |  |                               | Director compensation shares deferred |   |            | 162,493             |  |      |                     | 170,615    |      |  |      |            | 184,530    |  |   |            | 168,096    | 
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  | Shares applicable to diluted  |                                       |   | 23,707,551 |                     |  |      | 25,036,891          |            |      |  |      | 24,127,756 |            |  |   | 25,586,734 |           
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  | Diluted EPS                   |                                       | $ | 0.48       |                     |  | $    | 0.24                |            |      |  | $    | 1.32       |            |  | $ | 2.12       |           
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  
| |  |                               |                                       |   |            |                     |  |      |                     |            |      |  |      |            |            |  |  



For the three months and nine months ended September 30, 2007 and 2006, all options to purchase shares of common stock were included in the computation of diluted earnings per share because no exercise price was greater than the average market price of the common shares.



6.
        RECEIVABLES




Receivables consist of the following (in thousands):

| |  |                                        |  |   |         |               |  |   |              |         |  | 
| |  | -------------------------------------- |  | - | ------- | ------------- |  | - | ------------ | ------- |  | 
| |  |                                        |  |   |         | September 30, |  |   | December 31, |        
| |  |                                        |  |   |         | 2007          |  |   | 2006         |        
| |  |                                        |  |   |         |               |  |   |              |        
| |  | Trade accounts receivable              |  | $ | 123,365 |               |  | $ | 114,492      |        
| |  | Due from Chrysler                      |  |   | 39,194  |               |  |   | 95,223       |        
| |  | Car sales receivable                   |  |   | 24,178  |               |  |   | 19,384       |        
| |  | Other vehicle manufacturer receivables |  |   | 16,012  |               |  |   | 7,781        |        
| |  | Fair value of interest rate swap       |  |   | 3,706   |               |  |   | 14,271       |        
| |  | Notes receivable                       |  |   | 341     |               |  |   | 1,159        |        
| |  |                                        |  |   |         |               | 
| |  |                                        |  |   | 206,796 |               |  |   | 252,310      |        
| |  | Less:  Allowance for doubtful accounts |  |   | (5,498  | )             |  |   | (9,961       | )      
| |  |                                        |  |   |         |               | 
| |  |                                        |  |   | $       | 201,298       |  |   | $            | 242,349 | 
| |  |                                        |  |   |         |               | 





11



Trade accounts and notes receivableinclude primarily amounts due from rental customers, franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business.  Notes receivable are generally issued by certain franchisees at current market interest rates with varying maturities and are generally guaranteed by franchisees.



Due from Chrysleris comprised primarily of amounts due under various guaranteed residual, buyback, incentive and promotion programs, which are paid according to contract terms and are generally received within 60 days.



Car sales receivableinclude primarily amounts due from car sale auctions for the sale of both Program and Non-Program Vehicles.



Other vehicle manufacturer receivablesinclude primarily amounts due under guaranteed residual, buyback and incentive programs, which are paid according to contract terms and are generally received within 60 days.



Fair value of interest rate swaprepresents the fair market value on interest rate swap agreements (Note 10).



7.
        INTANGIBLE ASSETS




Intangible assets consist of the following (in thousands):

| |  |                                      |  |   |         |               |  |   |              |   |  | 
| |  | ------------------------------------ |  | - | ------- | ------------- |  | - | ------------ | - |  | 
| |  |                                      |  |   |         | September 30, |  |   | December 31, |  
| |  |                                      |  |   |         | 2007          |  |   | 2006         |  
| |  |                                      |  |   |         |               |  |   |              |  
| |  | Amortized intangible assets          |  |   |         |               |  |   |              |  
| |  | Software and other intangible assets |  | $ | 75,210  |               |  | $ | 65,521       |  
| |  | Less accumulated amortization        |  |   | (41,746 | )             |  |   | (36,997      | )
| |  |                                      |  |   |         |               | 
| |  |                                      |  |   | 33,464  |               |  |   | 28,524       |  
| |  | Unamortized intangible assets        |  |   |         |               |  |   |              |  
| |  | Reacquired franchise rights          |  |   | 63,020  |               |  |   | 37,636       |  
| |  |                                      |  |   |         |               | 
| |  | Total intangible assets              |  | $ | 96,484  |               |  | $ | 66,160       |  
| |  |                                      |  |   |         |               | 



In the third quarter of 2007, the Company wrote off $3.2
million of software made obsolete by new fleet optimization software that the Company began implementing during the third quarter. This amount is reflected in selling,
general and administrative expense on the condensed consolidated statement of income.



The Company adopted the provisions of Emerging Issues Task
Force (EITF) No. 04-1, Accounting for Preexisting Relationships between the Parties to a Business Combination (EITF No. 04-1)
on January 1, 2005.  In applying the provisions of EITF No. 04-1 to the acquisitions completed during the nine months ended September 30, 2007, the Company
established unamortized separately identifiable intangible assets, referred to as reacquired franchise rights.  Intangible assets with indefinite useful lives,
such as reacquired franchise rights, are not amortized, but are subject to impairment testing annually or more frequently if events and circumstances indicate
there may be impairment. Historically, the Company has elected to perform the annual impairment test on the indefinite lived intangible assets during the fourth
quarter of each year, unless circumstances arise that require more frequent testing.  However, in 2007, the Company changed this election to the second quarter.
Therefore, even though the Company performed an impairment test in the fourth quarter of 2006, the Company performed another impairment test in the second quarter
of 2007 as its annual impairment test of each reacquired franchise right and concluded no impairment was indicated.  The Company intends to perform its annual
impairment test on reacquired franchise rights during the second quarter of each year, unless circumstances arise that require more frequent testing.  Intangible
assets with finite useful lives are amortized over their respective useful lives.



12





8.
        GOODWILL




The Company has elected to perform the annual impairment test on goodwill during the second quarter of each year, unless circumstances arise that require more frequent testing.  During the second quarter of 2007, the Company completed the annual impairment test of goodwill and concluded goodwill was not impaired.



The changes in the carrying amount of goodwill for the nine months ended September 30, 2007 are as follows (in thousands):

| |  |                                                                                 |  |   |         |  |  |  |  |  |  | 
| |  | ------------------------------------------------------------------------------- |  | - | ------- |  |  |  |  |  |  | 
| |  | Balance as of January 1, 2007                                                   |  | $ | 280,103 |  |  |  |  | 
| |  | Effect of change in rates used for foreign currency
                translation |  |   | 1,168   |  |  |  |  | 
| |  |                                                                                 |  |   |         |  |  |  | 
| |  | Balance as of September 30, 2007                                                |  | $ | 281,271 |  |  |  |  | 
| |  |                                                                                 |  |   |         |  |  |  | 



9.
        DEBT AND OTHER OBLIGATIONS




Debt and other obligations as of September 30, 2007 and December 31, 2006 consist of the following (in thousands):

| |  |  |                                                             |                                          |                                     |           |               |           |   |              |           |           | 
| |  |  | ----------------------------------------------------------- | ---------------------------------------- | ----------------------------------- | --------- | ------------- | --------- | - | ------------ | --------- | --------- | 
| |  |  |                                                             |                                          |                                     |           | September 30, |           |   | December 31, |          
| |  |  |                                                             |                                          | 2007                                |           |               | 2006      |  
| |  |  |                                                             |                                          |                                     |           |               |           |   |             
| |  |  | Vehicle debt and other obligations:                         |                                          |                                     |           |               |           |   |              |          
| |  |  | Asset backed notes                                          |                                          |                                     |           |               |           |   |              |          
| |  |  |                                                             | 2007 Series notes                        |                                     | $         | 500,000       |           |   | $            | -         |          
| |  |  |                                                             | 2006 Series notes                        |                                     |           | 600,000       |           |   |              | 600,000   |          
| |  |  |                                                             | 2005 Series notes                        |                                     |           | 400,000       |           |   |              | 400,000   |          
| |  |  |                                                             | 2004 Series notes                        |                                     |           | 500,000       |           |   |              | 500,000   |          
| |  |  |                                                             | 2003 Series notes                        |                                     |           | -             |           |   |              | 312,500   |          
| |  |  |                                                             |                                          |                                     |           |               |           |   |             
| |  |  |                                                             |                                          |                                     |           | 2,000,000     |           |   |              | 1,812,500 |          
| |  |  |                                                             | Discounts on asset backed notes          |                                     |           | (25           | )         |   |              | (32       | )        
| |  |  |                                                             |                                          |                                     |           |               |           |   |             
| |  |  |                                                             |                                          | Asset backed notes, net of discount |           |               | 1,999,975 |   |              |           | 1,812,468 | 
| |  |  | Conduit Facility                                            |                                          |                                     | 180,000   |               |           |   | 425,000      |          
| |  |  | Commercial paper, net of
        discount of $24 and $1,305 |                                          |                                     | 3,526     |               |           |   | 178,951      |          
| |  |  | Other vehicle debt                                          |                                          |                                     | 199,852   |               |           |   | 220,735      |          
| |  |  | Limited partner interest in limited partnership             |                                          |                                     | 221,865   |               |           |   | 107,130      |          
| |  |  |                                                             |                                          |                                     |           |               |           |   |             
| |  |  |                                                             | Total vehicle debt and other obligations |                                     | 2,605,218 |               |           |   | 2,744,284    |          
| |  |  |                                                             |                                          |                                     |           |               |           |   |             
| |  |  |                                                             |                                          |                                     |           |               |           |   |              |          
| |  |  | Non-vehicle debt:                                           |                                          |                                     |           |               |           |   |              |          
| |  |  | Term Loan                                                   |                                          |                                     | 249,375   |               |           |   | -            |          
| |  |  |                                                             |                                          |                                     |           |               |           |   |             
| |  |  |                                                             | Total non-vehicle debt                   |                                     |           | 249,375       |           |   |              | -         |          
| |  |  |                                                             |                                          |                                     |           |               |           |   |             
| |  |  |                                                             |                                          |                                     |           |               |           |   |              |          
| |  |  | Total debt and other obligations                            |                                          | $                                   | 2,854,593 |               |           | $ | 2,744,284    |          
| |  |  |                                                             |                                          |                                     |           |               |           |   |             



On June 25, 2007, the Company renewed its Variable Funding
Note Purchase Facility (the Conduit Facility) for a 364-day period. The maximum size of the Conduit Facility was reduced from $425 million to $300 million.



On June 25, 2007, the Company renewed its Liquidity Facility, a
back-stop for the Company's Commercial Paper Program, for a 364-day period. The maximum size of the Liquidity Facility decreased from $560 million to $460 million.
The Commercial Paper Program was also renewed for a 364-day period and was decreased from a maximum size of $649 million to $545 million.



13







On May 23, 2007, RCFC issued $500 million of asset backed notes (the 2007 Series notes) primarily to replace maturing asset backed notes.  The 2007 Series notes consist of five-year floating rate notes at LIBOR plus 0.14%.  In conjunction with the issuance of the 2007 Series notes, the Company also entered into interest rate swap agreements to convert this floating rate debt to fixed rate debt at a 5.16% interest rate.



On June 15, 2007, the Company entered into $600 million in new
senior secured credit facilities (the Senior Secured Credit Facilities) comprised of a $350 million revolving credit facility (the Revolving
Credit Facility) and a $250 million term loan (the Term Loan).  The Senior Secured Credit Facilities contain certain financial and other covenants,
including a covenant that sets the maximum amount the Company can spend annually on the acquisition of non-vehicle capital assets, a maximum leverage ratio and a
limitation on cash dividends and share repurchases, and are collateralized by a first priority lien on substantially all material non-vehicle assets of the Company.
As of September 30, 2007, the Company is in compliance with all covenants.  The Revolving Credit Facility, which replaced the Companys former $300 million
revolving credit facility, expires on June 15, 2013, and will be used to provide working capital borrowings and letters of credit.  Interest rates on loans under
the Revolving Credit Facility are, at the option of the Company, based on either prime rates, which are payable quarterly, or Eurodollar rates, which are payable
based on an elected interest period of one, two, three or six months.  The Revolving Credit Facility permits the combination of letter of credit usage and working
capital borrowing up to $350 million with no sublimits on either.  The Company had letters of credit outstandng under the Revolving Credit Facility of approximately
$176.2 million and no working capital borrowings at September 30, 2007.  The Term Loan expires on June 15, 2014, and was used to repay asset backed vehicle debt,
thereby providing additional credit enhancement to the vehicle financing facilities.  The Term Loan allows the Company greater flexibility to finance non-program
vehicles and vehicle purchases from non-investment grade manufacturers.  The Term Loan requires minimum quarterly principal payments which began in September 2007,
but depending on the occurrence of certain events and cash flows, the required principal payments may be increased.



On September 28, 2007, the Company renewed for a one year period an existing bank line of credit at the same level and revised the existing covenant calculations to be consistent with those in the Senior Secured Credit Facilities.



10.
        DERIVATIVE FINANCIAL INSTRUMENTS




The Company is exposed to market risks, such as changes in
interest rates.  Consequently, the Company manages the financial exposure as part of its risk management program, by striving to reduce the potentially adverse
effects that the volatility of the financial markets may have on the Companys operating results.  The Company has used interest rate swap agreements,
for each related new asset backed note issuance in 2004 through 2007, to effectively convert variable interest rates on a total of $1.9 billion in asset backed notes
to fixed interest rates.  These swaps have termination dates through July 2012.  The Company reflects these swaps on its balance sheet at fair market value, which
totaled approximately $12.9 million at September 30, 2007, comprised of liabilities, included in accrued liabilities, of approximately $16.6 million and assets,
included in receivables, of approximately $3.7 million.  At December 31, 2006, these swaps totaled $11.5 million comprised of assets, included in receivables, of
approximately $14.3 million, and liabilities, included in accrued liabilities, of approximately $2.8 million.



The interest rate swap agreements related to the
asset backed note issuances in 2004, 2005 and 2006 do not qualify for hedge accounting treatment under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended (SFAS No. 133); therefore, the change in the interest rate swap agreements fair
values must be recognized as an (increase) decrease in fair value of derivatives in the condensed consolidated statement of income.  For the nine months
ended September 30, 2007 and 2006, the Company recorded the related change in the fair value of the swap agreements of $18.2 million and $7.1 million,
respectively, as a net decrease in fair value of derivatives in its condensed consolidated statements of income.



14





The interest rate swap agreement entered into in
May 2007 related to the 2007 asset backed note issuance (2007 Swap) constitutes a cash flow hedge and satisfies the criteria for hedge
accounting under the long-haul method.  Related to the 2007 Swap, the Company recorded a loss of $3.7 million, which is net of income taxes,
in total comprehensive income for the nine month period ended September 30, 2007 (Note 11).  Deferred gains and losses are recognized in earnings as an
adjustment to interest expense over the same period in which the related interest payments being hedged are recognized in earnings.  Based on projected
market interest rates, the Company estimates that approximately $0.9 million of net deferred gain related to the 2007 Swap will be reclassified into
earnings within the next twelve months.



11.
        COMPREHENSIVE INCOME




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

| |  |                                            |   |        |   |  |                     |       |   |      |                     |   |        |      |  |   |        |  |  |  |  | 
| |  | ------------------------------------------ | - | ------ | - |  | ------------------- | ----- | - | ---- | ------------------- | - | ------ | ---- |  | - | ------ |  |  |  |  | 
| |  |                                            |   |        |   |  | Three Months        |       |   |      | Nine Months         |  
| |  |                                            |   |        |   |  | Ended September 30, |       |   |      | Ended September 30, |  
| |  |                                            |   |        |   |  |                     |       |   |      |                     |  
| |  |                                            |   |        |   |  | 2007                |       |   | 2006 |                     |   |        | 2007 |  |   | 2006   | 
| |  |                                            |   |        |   |  |                     |       |   |      |                     |   |        |      |  |   |        | 
| |  | Net income                                 | $ | 11,313 |   |  | $                   | 5,884 |   |      |                     | $ | 31,796 |      |  | $ | 54,345 | 
| |  |                                            |   |        |   |  |                     |       |   |      |                     |   |        |      |  |   |       
| |  | Interest rate swap adjustment on 2007 swap |   | (7,911 | ) |  |                     | -     |   |      |                     |   | (3,717 | )    |  |   | -      | 
| |  | Foreign currency translation adjustment    |   | 3,403  |   |  |                     | (238  | ) |      |                     |   | 6,159  |      |  |   | 1,361  | 
| |  |                                            |   |        |   |  |                     |       |   |      |                     |   |        |      |  |   |       
| |  | Comprehensive income                       | $ | 6,805  |   |  | $                   | 5,646 |   |      |                     | $ | 34,238 |      |  | $ | 55,706 | 
| |  |                                            |   |        |   |  |                     |       |   |      |                     |   |        |      |  |   |       



12.
        INCOME TAXES




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



For the three months and nine months ended September 30, 2007, the overall effective tax rate of 30.4% and 41.4%, respectively, differed from the U.S. statutory rate due primarily to the financial results of DTG Canada for which no benefit was recorded due to full valuation allowance and state and local taxes.



Effective January 1, 2007, the Company adopted the provisions of
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109, as amended (FIN
No. 48).  Upon adoption of FIN No. 48 and as of September 30, 2007, the Company had no material liability for unrecognized tax benefits and no material
adjustments to the Companys opening financial position were required.  There are no material tax positions for which it is reasonably possible that
unrecognized tax benefits will significantly change in the twelve months subsequent to September 30, 2007.



15





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 2004 through 2006 are subject to examination by federal taxing authorities and the tax years 2002 through 2006 are subject to examination by state and foreign taxing authorities.



The Company accrues interest and penalties on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in the condensed consolidated statement of income.  No amounts were recognized for interest and penalties upon adoption of FIN No. 48 or during the nine months ended September 30, 2007.



13.
        SHARE REPURCHASE PROGRAM




In February 2006, the Companys Board of Directors authorized a $300 million share repurchase program to replace the $100 million share repurchase program of which $44.7 million had been used to repurchase shares.  During the nine months ended September 30, 2007, the Company repurchased 1,976,106 shares of common stock at an average price of $30.40 per share totaling $60.1 million. Since inception of the share repurchase programs, the Company has repurchased 6,086,606 shares of common stock at an average price of $35.51 per share totaling approximately $216.1 million, all of which were made in open market transactions.  At September 30, 2007, the $300 million share repurchase program had $128.6 million of remaining authorization through December 31, 2008.



14.
        COMMITMENTS AND CONTINGENCIES




The Company is a defendant in several class action lawsuits in California.  The lawsuits allege that the Company violated wage and hour laws, including not providing meal and rest breaks, failure to reimburse uniform maintenance and failure to pay overtime wages and retaliation and that the Company overcharged customers for certain damage waivers.  The Company intends to vigorously defend these matters.  As these cases are in the early stages of the legal process, and given the inherent uncertainties of litigation, the Company cannot predict the ultimate outcome or reasonably estimate the amount of ultimate loss that may arise from these lawsuits.



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







16



15.
        NEW ACCOUNTING STANDARDS




In June 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force (EITF) in EITF Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation) (EITF No. 06-3).  The EITF reached a consensus that the presentation of the types of taxes included in the scope of EITF No. 06-3 on either a gross or a net basis is an accounting policy decision that should be disclosed.  The Company reports revenues net of these taxes in its condensed consolidated statements of income.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157), which is effective for fiscal years beginning after November 15, 2007. This statement defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The Company plans to adopt the provisions of SFAS No. 157 as required on January 1, 2008 and is currently evaluating the impact SFAS No. 157 will have on its consolidated financial position and results of operations.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  including an amendment of FASB Statement No. 115 (SFAS No. 159).  This statement permits entities to make an irrevocable election to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis.  Unrealized gains and losses on items for which the fair value option has been elected should be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company plans to adopt the provisions of SFAS No. 159 as required on January 1, 2008 and is currently evaluating the impact SFAS No. 159 will have on its consolidated financial position and results of operations.



In May 2007, the FASB issued FASB Staff Position (FSP) No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48 (FSP No. FIN 48-1).  This FSP amends FIN No. 48 to provide guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits under FIN No. 48.  The Company applied the provisions of FSP No. FIN 48-1 upon the initial adoption of FIN No. 48 on January 1, 2007, as required.  The application of this FSP did not have a material impact on the Companys consolidated financial position or results of operations.







*******



17



Table of Contents

ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations



The following table sets forth the percentage of total revenues in the Companys condensed consolidated statements of income:



|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       |  |  |  |  | 
|---------------------------- | ------------------------------------------------ | ------------------------ |  |  | --- | ---- | ----- | ---- | ---- | ----------------------- |  | ---- | ------------------- | ----- | ---- | ---- | ----- |  |  |  |  | 
|                             |                                                  |                          |  |  |     |      |       |      |      | Three Months            |  |      | Nine Months         |      
|                             |                                                  |                          |  |  |     |      |       |      |      | Ended September 30,     |  |      | Ended September 30, |      
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |      
|                             |                                                  |                          |  |  |     |      |       |      |      | (Percentage of Revenue) | 
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |     
|                             |                                                  |                          |  |  |     |      |       |      |      | 2007                    |  | 2006 |                     |       | 2007 |      | 2006  | 
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 
|REVENUES:                    |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |      
|                             | Vehicle rentals                                  |                          |  |  |     | 96.0 | %     |      | 93.1 | %                       |  |      | 95.0                | %     |      | 92.5 | %    
|                             | Other                                            |                          |  |  |     | 4.0  |       |      | 6.9  |                         |  |      | 5.0                 |       |      | 7.5  |      
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 
|                             |                                                  | Total revenues           |  |  |     |      | 100.0 |      |      | 100.0                   |  |      |                     | 100.0 |      |      | 100.0 | 
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |     
|COSTS AND EXPENSES:          |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |     
|                             | Direct vehicle and operating                     |                          |  |  |     | 47.1 |       |      | 48.1 |                         |  |      | 49.1                |       |      | 49.6 |      
|                             | Vehicle depreciation and lease charges, net      |                          |  |  |     | 27.4 |       |      | 25.3 |                         |  |      | 26.1                |       |      | 21.7 |      
|                             | Selling, general and administrative              |                          |  |  |     | 11.4 |       |      | 13.7 |                         |  |      | 13.5                |       |      | 15.4 |      
|                             | Interest expense, net of interest income         |                          |  |  |     | 6.8  |       |      | 6.8  |                         |  |      | 6.0                 |       |      | 5.8  |      
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 
|                             |                                                  | Total costs and expenses |  |  |     |      | 92.7  |      |      | 93.9                    |  |      |                     | 94.7  |      |      | 92.5  | 
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 
|                             | (Increase) decrease in fair value of derivatives |                          |  |  |     | 4.2  |       |      | 5.2  |                         |  |      | 1.3                 |       |      | 0.5  |      
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 
|INCOME BEFORE INCOME TAXES   |                                                  |                          |  |  | 3.1 |      |       | 0.9  |      |                         |  | 4.0  |                     |       | 7.0  |     
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |     
|INCOME TAX EXPENSE (BENEFIT) |                                                  |                          |  |  | 0.9 |      |       | (0.3 | )    |                         |  | 1.7  |                     |       | 2.7  |     
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 
|NET INCOME                   |                                                  |                          |  |  | 2.2 | %    |       | 1.2  | %    |                         |  | 2.3  | %                   |       | 4.3  | %   
|                             |                                                  |                          |  |  |     |      |       |      |      |                         |  |      |                     |       |      |      |       | 



18



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



|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  |  | 
|------------------------------------------------------------------ |  |  |  | - | ---------- |  | ------------------- | ---- | ---------- |  | ------ | - | ---------- | ------------------- | ---- |  | - | ---------- |  |  | ------ | ---------- |  |  |  | ---------- | - |  |  | 
|                                                                   |  |  |  |   |            |  | Three Months        |      |            |  |        |   |            | Nine Months         |      |  |   |           
|                                                                   |  |  |  |   |            |  | Ended September 30, |      |            |  |        |   |            | Ended September 30, |      |  |   |           
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |           
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        | % |            |                     |      |  |   |            |  |  |        | %          | 
|U.S. and Canada                                                    |  |  |  |   | 2007       |  |                     | 2006 |            |  | Change |   |            |                     | 2007 |  |   | 2006       |  |  | Change |           
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  | 
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  | 
|Vehicle Rental Data:
          (includes franchise acquisitions)   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   | 
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  | 
|Average number of vehicles operated                                |  |  |  |   | 138,524    |  |                     |      | 137,481    |  |        |   | 0.8%       |                     |      |  |   | 127,654    |  |  |        | 123,443    |  |  |  | 3.4%       |  
|Number of rental days                                              |  |  |  |   | 10,749,841 |  |                     |      | 10,748,298 |  |        |   | 0.0%       |                     |      |  |   | 29,010,948 |  |  |        | 28,494,264 |  |  |  | 1.8%       |  
|Vehicle utilization                                                |  |  |  |   | 84.4%      |  |                     |      | 85.0%      |  |        |   | (0.6) p.p. |                     |      |  |   | 83.2%      |  |  |        | 84.6%      |  |  |  | (1.4) p.p. |  
|Average revenue per day                                            |  |  |  | $ | 46.64      |  |                     | $    | 42.00      |  |        |   | 11.0%      |                     |      |  | $ | 44.92      |  |  | $      | 41.15      |  |  |  | 9.2%       |  
|Monthly average revenue per vehicle                                |  |  |  | $ | 1,206      |  |                     | $    | 1,095      |  |        |   | 10.1%      |                     |      |  | $ | 1,134      |  |  | $      | 1,055      |  |  |  | 7.5%       |  
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  | 
|Same Store Vehicle Rental Data:  (excludes franchise acquisitions) |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   | 
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  | 
|Average number of vehicles operated                                |  |  |  |   | 131,506    |  |                     |      | 137,481    |  |        |   | (4.3%      | )                   |      |  |   | 120,091    |  |  |        | 123,443    |  |  |  | (2.7%      | )
|Number of rental days                                              |  |  |  |   | 10,206,816 |  |                     |      | 10,748,298 |  |        |   | (5.0%      | )                   |      |  |   | 27,332,412 |  |  |        | 28,494,264 |  |  |  | (4.1%      | )
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  | 
|Vehicle Leasing Data:                                              |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   | 
|                                                                   |  |  |  |   |            |  |                     |      |            |  |        |   |            |                     |      |  |   |            |  |  |        |            |  |  |  |            |   |  | 
|Average number of vehicles leased                                  |  |  |  |   | 6,116      |  |                     |      | 11,866     |  |        |   | (48.5%     | )                   |      |  |   | 5,841      |  |  |        | 10,712     |  |  |  | (45.5%     | )
|Monthly average revenue per vehicle                                |  |  |  | $ | 582        |  |                     | $    | 497        |  |        |   | 17.1%      |                     |      |  | $ | 543        |  |  | $      | 474        |  |  |  | 14.6%      |  



Three Months Ended September 30, 2007 Compared with Three Months Ended September 30, 2006



During the third quarter of 2007, the Company achieved revenue growth primarily from higher revenue per day.  For the third quarter of 2007, the Company incurred higher vehicle depreciation and interest costs partially offset by less of a decrease in fair value of derivatives. Revenue growth exceeded cost increases and resulted in higher profits for the third quarter of 2007 as compared to last years third quarter.



Operating Results



The Company had income before income taxes of $16.2 million for the third quarter of 2007 compared to $4.3 million in the third quarter of 2006.









19



| |                         |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |            |   |  |  |  | 
| | ----------------------- | -------- | - | ---------- |  |  | ------------------- | ---------- |  | ----------- | - | ----- | ----------- |  |  | ---------- | - |  |  |  | 
| |                         | Revenues |   |            |  |  |                     |            |  |             |   |      
| |                         |          |   |            |  |  | Three Months        |            |  |             |   |       |             | 
| |                         |          |   |            |  |  | Ended September 30, |            |  | $ Increase/ |   |       | % Increase/ | 
| |                         |          |   |            |  |  | 2007                |            |  | 2006        |   |       | (decrease)  |  |  | (decrease) |  
| |                         |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |            |  
| |                         |          |   |            |  |  | (in millions)       |           
| |                         |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |           
| | Vehicle rentals         |          | $ | 501.4      |  |  | $                   | 451.4      |  |             | $ | 50.0  |             |  |  | 11.1%      |  
| | Other                   |          |   | 20.6       |  |  |                     | 33.3       |  |             |   | (12.7 | )           |  |  | (38.0%     | )
| |                         |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |            |  
| | Total revenues          |          | $ | 522.0      |  |  | $                   | 484.7      |  |             | $ | 37.3  |             |  |  | 7.7%       |  
| |                         |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |            |  
| |                         |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |           
| | Vehicle rental metrics: |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |            |  
| | Number of rental days   |          |   | 10,749,841 |  |  |                     | 10,748,298 |  |             |   | 1,543 |             |  |  | 0.0%       |  
| | Average revenue per day |          | $ | 46.64      |  |  | $                   | 42.00      |  |             | $ | 4.64  |             |  |  | 11.0%      |  
| |                         |          |   |            |  |  |                     |            |  |             |   |       |             |  |  |           



Vehicle rental revenue for the third quarter of 2007 increased 11.1%, due primarily to an 11.0% increase in revenue per day while rental days remained unchanged.  Same store vehicle rental days decreased 5.0% which was offset by an increase in rental days from franchisee acquisitions and greenfield locations that had not yet annualized.



Other revenue decreased $12.7 million. This decrease was due to an $11.5 million decline in vehicle leasing revenue and fees and services revenue primarily due to the shift of several locations from franchised operations to corporate operations. Additionally, there was a decrease in the market value of investments in the Companys deferred compensation and retirement plans of $2.7 million. The revenue relating to the deferred compensation and retirement plans is attributable to the mark to market valuation of the corresponding investments and is offset in selling, general and administrative expenses and, therefore, has no impact on net income.  These decreases in other revenue were partially offset by an increase in parking revenues of $1.2 million.

| |                                                  |          |   |       |  |  |                     |       |  |             |   |      |             |  |  |            |   |  |  |  | 
| | ------------------------------------------------ | -------- | - | ----- |  |  | ------------------- | ----- |  | ----------- | - | ---- | ----------- |  |  | ---------- | - |  |  |  | 
| |                                                  | Expenses |   |       |  |  |                     |       |  |             |   |     
| |                                                  |          |   |       |  |  | Three Months        |       |  |             |   |      |             | 
| |                                                  |          |   |       |  |  | Ended September 30, |       |  | $ Increase/ |   |      | % Increase/ | 
| |                                                  |          |   |       |  |  | 2007                |       |  | 2006        |   |      | (decrease)  |  |  | (decrease) |  
| |                                                  |          |   |       |  |  |                     |       |  |             |   |      |             |  |  |            |  
| |                                                  |          |   |       |  |  | (in millions)       |      
| |                                                  |          |   |       |  |  |                     |       |  |             |   |      |             |  |  |           
| | Direct vehicle and operating                     |          | $ | 245.8 |  |  | $                   | 233.1 |  |             | $ | 12.7 |             |  |  | 5.5%       |  
| | Vehicle depreciation and lease charges, net      |          |   | 143.1 |  |  |                     | 122.5 |  |             |   | 20.6 |             |  |  | 16.8%      |  
| | Selling, general and administrative              |          |   | 59.4  |  |  |                     | 66.4  |  |             |   | (7.0 | )           |  |  | (10.5%     | )
| | Interest expense, net of interest income         |          |   | 35.8  |  |  |                     | 33.0  |  |             |   | 2.8  |             |  |  | 8.5%       |  
| |                                                  |          |   |       |  |  |                     |       |  |             |   |      |             |  |  |            |  
| | Total expenses                                   |          | $ | 484.1 |  |  | $                   | 455.0 |  |             | $ | 29.1 |             |  |  | 6.4%       |  
| |                                                  |          |   |       |  |  |                     |       |  |             |   |      |             |  |  |            |  
| | (Increase) decrease in fair value of derivatives |          | $ | 21.7  |  |  | $                   | 25.4  |  |             | $ | (3.7 | )           |  |  | (14.7%     | )



Direct vehicle and operating expenses for the third quarter of 2007 increased $12.7 million, primarily due to higher fleet and transaction levels coupled with higher costs per transaction.  As a percent of revenue, direct vehicle and operating expenses were 47.1% in the third quarter of 2007, compared to 48.1% in the third quarter of 2006.









20



The increase in direct vehicle and operating expense in the third quarter of 2007 primarily resulted from the following:



Ø
        Facility and airport concession expenses increased $7.1 million.  This increase resulted from increases in concession fees of $5.3 million, which are primarily based on a percentage of revenue generated from the airport facility, and increases in rent expense of $1.8 million.




Ø
        Commission expenses increased $3.6 million, which are primarily based on revenue and related to fees charged by travel agents, third party Internet sites and credit card companies.




Ø
        Personnel related expenses increased $0.7 million.  Salary expenses increased approximately $1.9 million due to higher compensation costs per employee, partially offset by a reduction of $1.2 million related to lower incentive compensation expense.




Net vehicle depreciation and lease charges for the third quarter of 2007 increased $20.6 million.  As a percent of revenue, net vehicle depreciation and lease charges were 27.4% in the third quarter of 2007, compared to 25.3% in the third quarter of 2006.



The increase in net vehicle depreciation and lease charges resulted from the following:



Ø
        Vehicle depreciation expense increased
$29.3 million, resulting primarily from a 27.1% increase in the average depreciation rate, partially offset by a 2.2% decrease in the depreciable fleet.  The
increase in depreciation rate was primarily the result of an increase in depreciation rates on both Program Vehicles and Non-Program Vehicles, partially offset by a
higher mix of Non-Program Vehicles, which typically have lower depreciation rates.




Ø
        Net vehicle gains on disposal of Non-Program Vehicles, which reduce vehicle depreciation and lease charges, increased $6.8 million.  This increase resulted from a higher average gain per unit, coupled with an increase in the number of units sold.




Ø
        Lease charges, for vehicles leased from third parties, decreased $1.9 million due to a decrease in the average number of units leased.




Selling, general and administrative expenses for the third quarter of 2007 decreased $7.0 million.  As a percent of revenue, selling, general and administrative expenses were 11.4% of revenue in the third quarter of 2007, compared to 13.7% in the third quarter of 2006.



The decrease in selling, general and administrative expenses in the third quarter of 2007 resulted from the following:



Ø
        Personnel related expenses decreased $12.5 million due to lower personnel costs of $11.1 million principally related to information technology (IT) employees outsourced in October 2006 and a $3.6 million decrease in incentive compensation expense.  These decreases in personnel related expenses are partially offset by higher severance costs of $1.2 million and a $1.0 million increase in performance share expense.




Ø
        Transition costs relating to the outsourcing of IT operations decreased by $2.7 million, including salary related expenses.




Ø
        The market value of investments in the Companys deferred compensation and retirement plans decreased $2.7 million, which is offset in other revenue and, therefore, did not impact net income.




Ø
        Sales and marketing expenses decreased $1.7 million.




21



Ø
        IT related expenses increased $8.7 million, primarily due to base contract fees paid to EDS for the outsourcing of information technology services.




Ø
        Software expenses increased $3.2 million
due to a write off of software made obsolete by new fleet optimization software the Company began implementing in the third quarter of 2007.




Net interest expense for the third quarter of 2007 increased
$2.8 million due to higher interest rates, interest expense related to the Term Loan (herinafter defined) and a decrease in the interest reimbursement related to
vehicle programs.  Net interest expense was 6.8% of revenue in the third quarter of 2007 and 2006.



The income tax provision for the third quarter of 2007 was $4.9 million.  The effective income tax rate for the third quarter of 2007 was 30.4% compared to (36.9%) for the third quarter of 2006.  This increase in the effective tax rate was due primarily to higher U.S. pretax earnings in relationship to Canadian pretax earnings.  The Company reports taxable income for the U.S. and Canada in separate tax jurisdictions and establishes provisions separately for each jurisdiction.  On a separate, domestic basis, the U.S. effective tax rate approximates the statutory tax rate including the effect of state income taxes.



Interim reporting requirements for applying separate, annual effective income tax rates to U.S. and Canadian operations, combined with the seasonal impact of Canadian operations, will cause significant variations in the Companys quarterly consolidated effective income tax rates.



Nine Months Ended September 30, 2007 Compared with Nine Months Ended September 30, 2006



During the nine months ended September 30, 2007, the Company
achieved revenue growth from higher revenue per day and volume related to franchisee acquisitions. The Company also incurred higher vehicle depreciation and interest
costs. These cost increases coupled with a comparatively greater decline in the fair value of derivatives exceeded the revenue growth which resulted in lower profits
for the nine months ended September 30, 2007 as compared to the nine months ended September 30, 2006.



Operating Results



The Company had income of $54.2 million before income taxes for the nine months ended September 30, 2007, as compared to income before income taxes of $88.4 million for the nine months ended September 30, 2006.



| |                         |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |            |   |  |  |  | 
| | ----------------------- | -------- | - | ---------- |  |  | ------------------- | ---------- |  | ----------- | - | ------- | ----------- |  |  | ---------- | - |  |  |  | 
| |                         | Revenues |   |            |  |  |                     |            |  |             |   |        
| |                         |          |   |            |  |  | Nine Months         |            |  |             |   |         |             | 
| |                         |          |   |            |  |  | Ended September 30, |            |  | $ Increase/ |   |         | % Increase/ | 
| |                         |          |   |            |  |  | 2007                |            |  | 2006        |   |         | (decrease)  |  |  | (decrease) |  
| |                         |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |            |  
| |                         |          |   |            |  |  | (in millions)       |           
| |                         |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |           
| | Vehicle rentals         |          | $ | 1,303.0    |  |  | $                   | 1,172.6    |  |             | $ | 130.4   |             |  |  | 11.1%      |  
| | Other                   |          |   | 68.6       |  |  |                     | 95.2       |  |             |   | (26.6   | )           |  |  | (28.0%     | )
| |                         |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |            |  
| | Total revenues          |          | $ | 1,371.6    |  |  | $                   | 1,267.8    |  |             | $ | 103.8   |             |  |  | 8.2%       |  
| |                         |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |            |  
| |                         |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |           
| | Vehicle rental metrics: |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |            |  
| | Number of rental days   |          |   | 29,010,948 |  |  |                     | 28,494,264 |  |             |   | 516,684 |             |  |  | 1.8%       |  
| | Average revenue per day |          | $ | 44.92      |  |  | $                   | 41.15      |  |             | $ | 3.77    |             |  |  | 9.2%       |  
| |                         |          |   |            |  |  |                     |            |  |             |   |         |             |  |  |           



22



Vehicle rental revenue for the nine months ended September 30, 2007 increased 11.1%, due to a 9.2% increase in revenue per day totaling $109.1 million, coupled with a 1.8% increase in rental days totaling $21.3 million.  Vehicle rental days increased 5.9% due to 2006 franchisee acquisitions, 2007 franchisee acquisitions and greenfield locations that had not yet annualized but decreased 4.1% on a same store basis.



Other revenue decreased $26.6 million.  This decrease was due to a $25.8 million decline in vehicle leasing and fees and services revenue due to the shift of several locations from franchised operations to corporate operations.  Additionally, there was a decrease in the market value of investments in the Companys deferred compensation and retirement plans of $6.5 million. The revenue relating to the deferred compensation and retirement plans is attributable to the mark to market valuation of the corresponding investments and is offset in selling, general and administrative expenses and, therefore, has no impact on net income.  These decreases in other revenue were partially offset by an increase in parking revenues of $4.5 million.



| |                                                  |          |   |         |  |  |                     |         |  |             |   |       |             |  |  |            |   |  |  |  | 
| | ------------------------------------------------ | -------- | - | ------- |  |  | ------------------- | ------- |  | ----------- | - | ----- | ----------- |  |  | ---------- | - |  |  |  | 
| |                                                  | Expenses |   |         |  |  |                     |         |  |             |   |      
| |                                                  |          |   |         |  |  | Nine Months         |         |  |             |   |       |             | 
| |                                                  |          |   |         |  |  | Ended September 30, |         |  | $ Increase/ |   |       | % Increase/ | 
| |                                                  |          |   |         |  |  | 2007                |         |  | 2006        |   |       | (decrease)  |  |  | (decrease) |  
| |                                                  |          |   |         |  |  |                     |         |  |             |   |       |             |  |  |            |  
| |                                                  |          |   |         |  |  | (in millions)       |        
| |                                                  |          |   |         |  |  |                     |         |  |             |   |       |             |  |  |           
| | Direct vehicle and operating                     |          | $ | 672.8   |  |  | $                   | 628.4   |  |             | $ | 44.4  |             |  |  | 7.1%       |  
| | Vehicle depreciation and lease charges, net      |          |   | 357.7   |  |  |                     | 275.7   |  |             |   | 82.0  |             |  |  | 29.7%      |  
| | Selling, general and administrative              |          |   | 184.7   |  |  |                     | 195.3   |  |             |   | (10.6 | )           |  |  | (5.4%      | )
| | Interest expense, net of interest income         |          |   | 83.9    |  |  |                     | 72.9    |  |             |   | 11.0  |             |  |  | 15.1%      |  
| |                                                  |          |   |         |  |  |                     |         |  |             |   |       |             |  |  |            |  
| | Total expenses                                   |          | $ | 1,299.1 |  |  | $                   | 1,172.3 |  |             | $ | 126.8 |             |  |  | 10.8%      |  
| |                                                  |          |   |         |  |  |                     |         |  |             |   |       |             |  |  |            |  
| | (Increase) decrease in fair value of derivatives |          | $ | 18.2    |  |  | $                   | 7.1     |  |             | $ | 11.1  |             |  |  | 155.1%     |  



Direct vehicle and operating expenses for the nine months ended September 30, 2007 increased $44.4 million, primarily due to higher fleet and transaction levels coupled with higher costs per transaction.  As a percent of revenue, direct vehicle and operating expenses were 49.1% in the nine months ended September 30, 2007, compared to 49.6% in the nine months ended September 30, 2006.



The increase in direct vehicle and operating expense in the nine months ended September 30, 2007 resulted from the following:



Ø
        Facility and airport concession expenses increased $19.4 million.  This increase resulted from increases in concession fees of $14.5 million, which are primarily based on a percentage of revenue generated from the airport facility, and increases in rent expense of $4.9 million.




Ø
        Commission expenses increased $11.4 million, which are primarily based on revenue and related to fees charged by travel agents, third party Internet sites and credit card companies.




Ø
        Personnel related expenses increased $6.8 million.  Salary expenses increased approximately $5.9 million due to higher compensation costs per employee and $4.7 million from an increase in the number of employees, partially offset by $2.7 million due to lower incentive compensation expense and $1.3 million due to decreased costs in group health insurance.




Ø
        Vehicle related costs increased
$1.6 million.  This increase resulted from a $4.3 million increase in net vehicle damage and maintenance expense and a $2.4 million increase in gasoline
expense which is generally recovered in revenue from customers.  These increases were partially offset by a decrease in vehicle insurance expense of $4.6
million due to favorable adjustments to insurance reserves relating to favorable developments in claims history.




23





Net vehicle depreciation and lease charges for the nine months ended September 30, 2007 increased $82.0 million.  As a percent of revenue, net vehicle depreciation and lease charges were 26.1% in the nine months of 2007 compared to 21.7% in the nine months ended September 30, 2006.



The increase in net vehicle depreciation and lease charges resulted from the following:



Ø
        Vehicle depreciation expense increased $90.6
million, resulting primarily from a 31.8% increase in the average depreciation rate, partially offset by a 0.2% decrease in the depreciable fleet.  The increase
in depreciation rate was primarily the result of an increase in depreciation rates on both Program and Non-Program Vehicles, partially offset by a higher mix of
Non-Program Vehicles, which typically have lower depreciation rates.




Ø
        Net vehicle gains on disposal of Non-Program Vehicles, which reduce vehicle depreciation and lease charges, increased $5.5 million.This increase resulted from a higher average gain per unit, coupled with an increase in the number of units sold.




Ø
        Lease charges, for vehicles leased from third parties, decreased $3.1 million due to a decrease in the average number of units leased.




Selling, general and administrative expenses for the nine months
ended September 30, 2007 decreased $10.6 million.  As a percent of revenue, selling, general and administrative expenses were 13.5% of revenue in the nine months
ended September 30, 2007, compared to 15.4% in the nine months ended September 30, 2006.



The decrease in selling, general and administrative expenses in the nine months ended September 30, 2007 resulted from the following:



Ø
        Personnel related expenses decreased $35.0 million due to lower costs of $21.8 million principally related to IT employees outsourced in October 2006, a $7.8 million decrease in incentive compensation expense, a $4.1 million decrease in performance share expense and a $1.3 million reduction in group health insurance.  The decrease in performance share expense in 2007 related to a non-recurring 2006 change in estimate for the final calculation of the vested 2003 performance share awards paid in 2006 as well as lower earnings in the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006.   Additionally, the decrease in incentive compensation expense is related to lower levels of earnings in 2007 as compared to 2006.




Ø
        The market value of investments in the Companys deferred compensation and retirement plans decreased $6.5 million, which is offset in other revenue and, therefore, did not impact net income.




Ø
        Sales and marketing expenses decreased $0.4 million.




Ø
        IT related expenses increased $26.8 million in base contract fees paid to EDS for the outsourcing of information technology services.




Ø
        Software expenses increased $3.2 million
due to a write off of software made obsolete by new fleet optimization software the Company began implementing in the third quarter of 2007.




Ø
        Transition costs relating to the outsourcing of IT and call center operations increased $1.3 million, including salary related expenses.




24





Net interest expense for the nine months ended September 30,
2007 increased $11.0 million due to higher interest rates and higher average vehicle debt, lower cash balances, interest expense related to the Term Loan, and
a $1.4 million write off of unamortized deferred financing fees related to the retired revolving credit facility.  These increases were partially offset
by an increase in interest reimbursements relating to vehicle programs.  Net interest expense was 6.0% of revenue for the nine months ended September 30, 2007,
compared to 5.8% in the nine months ended September 30, 2006.



The income tax provision for the nine months ended September 30, 2007 was $22.5 million.  The effective income tax rate for the nine months ended September 30, 2007 was 41.4% compared to 38.5% for the nine months ended September 30, 2006.  This increase in the effective tax rate was due primarily to lower U.S. pretax earnings in relationship to Canadian pretax losses.  The Company reports taxable income for the U.S. and Canada in separate tax jurisdictions and establishes provisions separately for each jurisdiction.  On a separate, domestic basis, the U.S. effective tax rate approximates the statutory tax rate including the effect of state income taxes.  However, no income tax benefit was recorded for Canadian losses in 2007 or 2006, thus, increasing the consolidated effective tax rate compared to the U.S. effective tax rate.



Interim reporting requirements for applying separate, annual effective income tax rates to U.S. and Canadian operations, combined with the seasonal impact of Canadian operations, will cause significant variations in the Companys quarterly consolidated effective income tax rates.



Outlook



The Company expects continued growth in revenue in the fourth quarter over the prior year with a modest increase in rental day volume and higher revenue per day.  The Company will continue to pursue revenue growth through franchisee acquisitions, opening additional local market stores, and expanding and diversifying its revenue base.



Vehicle cost increases are expected to moderate in the fourth
quarter of 2007 and in 2008.  The Company is experiencing some delays in vehicle shipments from its primary supplier in the fourth quarter which is causing fourth
quarter vehicle cost increases to trend higher than previously expected.  Interest costs of the Term Loan entered into in the second quarter are
higher relative to asset-backed vehicle debt which it replaced.  In addition, the Company has undertaken cost actions to lower costs going forward including
outsourcing information technology and call center activities and reducing management and staff positions.  The Company began implementing new fleet optimization
software in the third quarter of 2007 which is expected to enhance management of fleet and fleet costs. Moderating vehicle cost increases and other cost actions
taken should reduce the Companys dependence on increasing rental pricing going forward.









25



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.



Liquidity and Capital Resources



The Companys primary uses of liquidity are for the purchase of vehicles for its rental and leasing fleets, non-vehicle capital expenditures, franchisee acquisitions, share repurchases and for working capital.  The Company uses both cash and letters of credit to support asset backed vehicle financing programs.  The Company also uses letters of credit or insurance bonds 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, the Senior Secured Credit Facilities (hereinafter defined) and insurance bonds.  Cash generated by operating
activities of $489.6 million for the nine months ended September 30, 2007 was primarily the result of net income, adjusted for depreciation and a reduction in
outstanding vehicle manufacturers receivables.  The liquidity necessary for purchasing vehicles is primarily obtained from secured vehicle financing, most of
which is proceeds from sale of asset backed notes, sales proceeds from disposal of used vehicles and cash generated by operating activities.  The asset backed notes
require varying levels of credit enhancement or overcollateralization, which are provided by a combination of cash, vehicles, letters of credit and proceeds from
the Term Loan.  These letters of credit are provided under the Companys Revolving Credit Facility (hereinafter defined).  Vehicle manufacturer downgrades
often result in increases in required credit enhancement levels for asset backed vehicle financing.  Along with the recently completed acquisition of the Companys
primary vehicle supplier, the Company will be required to increase credit enhancement levels on vehicle purchases.  A significant amount of additional credit
enhancement was provided from the proceeds of the $250 million Term Loan closed in June 2007 described below.



The Company believes that its cash generated from operations, availability under its Revolving Credit Facility, insurance bonding programs and secured vehicle financing programs are adequate to meet its liquidity requirements for the foreseeable future.  A significant portion of the secured vehicle financing consists of asset backed notes.  The Company generally issues additional notes each year primarily to replace maturing notes.  The Company believes the asset backed note market continues to be a viable source of vehicle financing.



Cash used in investing activities was $519.1 million.  The principal use of cash in investing activities during the nine months ended September 30, 2007, was the purchase of revenue-earning vehicles, which totaled $2.9 billion.   This use of cash was partially offset by $2.5 billion in proceeds from the sale of used revenue-earning vehicles.  Restricted cash and investments at September 30, 2007, increased $26.0 million from the previous year, including $16.9 million provided from vehicle disposition proceeds coupled with interest income earned on restricted cash and investments of $9.1 million.  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 cash provided from operations and
increased secured vehicle financing.  The Company also used cash for non-vehicle capital expenditures of $34.2 million.  These expenditures consist primarily of airport facility improvements for the Companys rental locations and investments in information technology equipment and systems.  The Company also used $23.8 million of cash, net of assets acquired and liabilities assumed, for franchisee acquisitions.  These expenditures were financed with cash provided from operations.



Cash provided by financing activities was $27.3 million
primarily due to the issuance of $500 million in asset backed notes in May 2007, the proceeds of the $250 million Term Loan in June 2007 and an increase in other
existing bank vehicle lines of credit of $93.9 million. Cash provided by financing activities was partially offset by the maturity of asset backed notes totaling
$312.5 million, a $175.4 million net decrease in commercial paper, a $245 million decrease under the Conduit Facility (hereinafter defined), share repurchases
totaling $60.1 million and a payoff of debt assumed in a recent franchisee acquisition of $14.1 million.



26



The Company uses a like-kind exchange program for its vehicles where it disposes of vehicles and acquires replacement vehicles in a form which allows the tax basis gains on these dispositions to be deferred.  The like-kind exchange program has resulted in a material deferral of federal and state income taxes for fiscal years beginning in 2002 and extending through the quarter ended September 30, 2007.  The benefit of the deferral is dependent on timely reinvestment of vehicle disposition proceeds in replacement vehicles; therefore, a downsizing of the Companys fleet or reduced vehicle purchases could result in reduced deferrals and increased payments of federal and state cash income taxes, after considering the effect of net operating losses.



The Company has significant requirements to maintain letters of credit and surety bonds to support its insurance programs and airport concession commitments.  At September 30, 2007, the Company had $67.5 million in letters of credit, for such purposes, including $54.6 million in letters of credit already noted under the Revolving Credit Facility, and $39.3 million in surety bonds to secure these obligations.



Asset Backed Notes



The asset backed note program at September 30, 2007 was comprised of $2.0 billion in asset backed notes with maturities ranging from 2007 to 2012.  Borrowings under the asset backed notes are secured by eligible vehicle collateral and bear interest at fixed rates ranging from 4.20% to 5.27%, including certain floating rate notes swapped to fixed rates.  On May 23, 2007, RCFC issued an additional $500 million of five-year asset backed notes consisting of floating rate notes at LIBOR plus 0.14%.  In conjunction with the asset backed notes issuance, the Company also entered into interest rate swap agreements to convert this floating rate debt to fixed rate debt at a 5.16% interest rate.



Conduit Facility



On June 25, 2007, the Company renewed its Variable Funding
Note Purchase Facility (the Conduit Facility) for a 364-day period.  The maximum size of the Conduit Facility was reduced from $425 million to
$300 million.



Commercial Paper Program and Liquidity Facility



On June 25, 2007, the Company renewed its  Liquidity Facility,
a back-stop for the Company's Commercial Paper Program, for a 364-day period. The maximum size of the Liquidity Facility decreased from $560 million to $460 million.
The Commercial Paper Program was also renewed for a 364-day period and was decreased from a maximum size of $649 million to $545 million.  At September 30, 2007,
the Company had $3.5 million in commercial paper outstanding under the Commercial Paper Program.



Vehicle Debt and Obligations



Vehicle manufacturer and bank lines of credit provided $312 million in capacity at September 30, 2007.  The Company had $199.9 million in borrowings outstanding under these lines at September 30, 2007.  All lines of credit are collateralized by the related vehicles.  In September 2007, the Company renewed for a one year period an existing bank line of credit at the same level and revised the existing covenant calculations to be consistent with those in the Senior Secured Credit Facilities.



27



The Company finances its Canadian vehicle fleet through a fleet
securitization program.  Under this program, Dollar Thrifty Automotive Group Canada Inc. ("DTG Canada") can obtain vehicle financing up to CND $300 million funded
through a bank commercial paper conduit which expires May 31, 2010.  At September 30, 2007, DTG Canada had approximately CND $220.7 million (US $221.9 million)
funded under this program.



Senior Secured Credit Facilities



On June 15, 2007 the Company entered into $600 million in new senior secured credit facilities (the Senior Secured Credit Facilities) comprised of a $350 million revolving credit facility (the Revolving Credit Facility) and a $250 million term loan (the Term Loan).  The Senior Secured Credit Facilities contain certain financial and other covenants, including a covenant that sets the maximum amount the Company can spend annually on the acquisition of non-vehicle capital assets, a maximum leverage ratio and a limitation on cash dividends and share repurchases, and are collateralized by a first priority lien on substantially all material non-vehicle assets of the Company.  As of September 30, 2007, the Company is in compliance with all covenants.



The Revolving Credit Facility, which replaced the Companys former $300 million revolving credit facility, expires on June 15, 2013, and will be used to provide working capital borrowings and letters of credit.  Interest rates on loans under the Revolving Credit Facility are, at the option of the Company, based on either prime rates, which are payable quarterly, or Eurodollar rates, which are payable based on an elected interest period of one, two, three or six months.  The Revolving Credit Facility permits the combination of letter of credit usage and working capital borrowing up to $350 million with no sublimits on either.  The Company had letters of credit outstanding under the Revolving Credit Facility of approximately $176.2 million and no working capital borrowings at September 30, 2007.



The Term Loan expires on June 15, 2014, and was used to repay
asset backed vehicle debt, thereby providing additional credit enhancement to the vehicle financing facilities.  The Term Loan allows the
Company greater flexibility to finance non-program vehicles and vehicle purchases from non-investment grade manufacturers.  The Term Loan requires minimum
quarterly principal payments which began in September 2007, but depending on the occurrence of certain events and cash flows, the required principal payments
may be increased.



New Accounting Standards



For a discussion on new accounting standards refer to Note 15 of the Notes to condensed consolidated financial statements in Item 1  Financial Statements.



Table of Contents

ITEM 3.
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




The following information about the Companys market sensitive financial instruments constitutes a forward-looking statement.  The Companys primary market risk exposure is changing interest rates, primarily in the United States.  The Company manages interest rates through use of a combination of fixed and floating rate debt and interest rate swap agreements.  All items described are non-trading and are stated in U.S. dollars.  Because a portion of the Companys debt is denominated in Canadian dollars, its carrying value is impacted by exchange rate fluctuations.  However, this foreign currency risk is mitigated by the underlying collateral which is the Canadian fleet.  The fair value of the interest rate swaps is calculated using projected market interest rates over the term of the related debt instruments as provided by the counter parties.



28



Based on the Companys level of floating rate debt (excluding notes with floating interest rates swapped into fixed rates) at September 30, 2007, a 50 basis point fluctuation in interest rates would have an approximate $4 million impact on the Companys expected pretax income on an annual basis.  This impact on pretax income is reduced by earnings from cash and cash equivalents and restricted cash and investments, which are invested on a short-term basis and subject to fluctuations in interest rates.  At September 30, 2007, cash and cash equivalents totaled $189.8 million and restricted cash and investments totaled $415.8 million.  The Company estimates that, for 2007, approximately 30% of its average debt will bear interest at floating rates.



At September 30, 2007, there were no significant changes in the Companys quantitative disclosures about market risk compared to December 31, 2006, which is included under Item 7A of the Companys most recent Form 10-K, except for the net change of the derivative financial instruments noted in Notes 9 and 10 to the condensed consolidated financial statements.



Table of Contents

ITEM 4.
        CONTROLS AND PROCEDURES




a)
        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 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (SEC) rules and forms.  The disclosure controls and procedures are also designed with the objective of ensuring such information is accumulated and communicated to the Companys management, including the Chief Executive Officer (CEO) and Chief Financial Officer (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.



b)
        Changes in Internal Control Over Financial Reporting




There has been no change in the Companys internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the evaluation of the Companys internal control performed during the fiscal quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



29



PART II - OTHER INFORMATION



Table of Contents

ITEM 1.
        LEGAL PROCEEDINGS




On March 5, 2007, a purported class action lawsuit was filed against DTG Operations, Inc. in the Superior Court for San Mateo County, California, by Jerome Julaton, individually and on behalf of all others similarly situated.  The lawsuit alleges, among other things, that DTG Operations, Inc. violated wage and hour laws, including not providing meal and rest breaks, and failure to pay overtime wages.    On April 17, 2007 the lawsuit was removed to the United States District Court, Northern District of California.  The suit seeks wages, damages, penalties and injunctive relief.  The Company intends to vigorously defend this matter.



On July 20, 2007, a purported class action lawsuit was filed against
DTG Operations, Inc. and the Company in the Superior Court for Los Angeles County, California by Marquis Smith, on his behalf and on behalf of all others similarly situated, seeking to
recover amounts alleging overcharges to California renters for loss damage waivers on complimentary upgrade rentals and for the issuance of a permanent injunction.
The Company intends to vigorously defend this matter.



On September 23, 2007 a purported class action was filed against the
Company and DTG Operations, Inc., et al., by Maria Albayero, individually and on behalf of all similarly situated employees in California, in the Superior Court for
Orange County, California.  This lawsuit is an action for alleged violations of wage and hour laws including not providing and/or compensating for missed meal
and rest periods, failure to reimburse uniform maintenance, as well as other things.   The suit seeks payment of wages, damages, penalties and injunctive relief.
The Company intends to vigorously defend this matter.



As these cases are in the early stages of the legal process, and given the inherent uncertainties of litigation, the ultimate outcome cannot be predicted at this time, nor can the amount of ultimate loss be reasonably estimated.



Various other legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against the Company and its subsidiaries.  Litigation is subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance.  It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or the subsidiaries involved.  Although the final resolution of any such matters could have a material effect on the Company's consolidated operating results for a particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position.



Table of Contents

ITEM 1A.
        RISK FACTORS




There have been no changes to the risk factors disclosed in Item 1A of our most recent Form 10-K or the Form 10-Q for the period ended March 31, 2007.



Table of Contents

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




a)
        Recent Sales of Unregistered Securities




None.




b)
        Use of Proceeds




None.




30





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


|                                      |  |  |              |           |  |            |   |       |                     |  |  |                       |  |  |   |             |  | 
|------------------------------------- |  |  | ------------ | --------- |  | ---------- | - | ----- | ------------------- |  |  | --------------------- |  |  | - | ----------- |  | 
|                                      |  |  |              |           |  |            |   |       | Total Number of     |  |  | Approximate           | 
|                                      |  |  |              |           |  |            |   |       | Shares Purchased    |  |  | Dollar Value of       | 
|                                      |  |  | Total Number |           |  | Average    |   |       | as Part of Publicly |  |  | Shares that May Yet   | 
|                                      |  |  | of Shares    |           |  | Price Paid |   |       | Announced Plans     |  |  | Be Purchased under    | 
|Period                                |  |  | Purchased    |           |  | Per Share  |   |       | or Programs         |  |  | the Plans or Programs | 
|                                      |  |  |              |           |  |            |   |       |                     |  |  |                       |  |  |   |             | 
|July 1, 2007 -July 31, 2007           |  |  |              | -         |  |            | $ | -     |                     |  |  | -                     |  |  | $ | 188,692,000 | 
|                                      |  |  |              |           |  |            |   |       |                     |  |  |                       |  |  |   |             | 
|August 1, 2007 -August 31, 2007       |  |  |              | 997,606   |  |            | $ | 30.37 |                     |  |  | 997,606               |  |  | $ | 158,395,000 | 
|                                      |  |  |              |           |  |            |   |       |                     |  |  |                       |  |  |   |             | 
|September 1, 2007 -September 30, 2007 |  |  |              | 978,500   |  |            | $ | 30.44 |                     |  |  | 978,500               |  |  | $ | 128,609,000 | 
|                                      |  |  |              |           |  |            |   |       |                     |  |  |                       |  |  |  
|Total                                 |  |  |              | 1,976,106 |  |            |   |       |                     |  |  | 1,976,106             |  |  |   |             | 
|                                      |  |  |              |           |  |            |   |       |                     |  |  |                       |  |  |  



In February 2006, the Companys Board of Directors authorized a $300 million share repurchase program to replace the $100 million share repurchase program of which $44.7 million had been used to repurchase shares.  During the nine months ended September 30, 2007, the Company repurchased 1,976,106 shares of common stock at an average price of $30.40 per share totaling $60.1 million.  Since inception of the share repurchase programs, the Company has repurchased 6,086,606 shares of common stock at an average price of $35.51 per share totaling $216.1 million, all of which were made in open market transactions.  At September 30, 2007, the $300 million share repurchase program has $128.6 million of remaining authorization to be completed by December 31, 2008.



Table of Contents

ITEM 5.
        OTHER INFORMATION




The Company has established the date for its next Annual Meeting of Stockholders which will be held on May 15, 2008.

























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Table of Contents

ITEM 6.
        EXHIBITS






10.154
        Sixth Amendment to Deferred Compensation Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on September 26, 2007**10.155
        Seventh Amendment to Retirement Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on September 26, 2007**10.156
        Notice of Election Regarding Payment of Directors Fees dated September 26, 2007 executed by Molly Shi Boren**10.157
        Notice of Election Regarding Payment of Directors Fees dated September 26, 2007 executed by Edward C. Lumley**15.29
        Letter from Deloitte & Touche LLP regarding interim financial information**31.45
        Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**31.46
        Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**32.45
        Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**32.46
        Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**99.40
        Press release regarding Dollar Thrifty Automotive Group, Inc. announcing an organizational streamlining issued by Dollar Thrifty Automotive Group, Inc. on August 2, 2007, filed as the same numbered exhibit with DTGs Form 8-K, filed August 2, 2007, Commission File No. 1-13647*99.42
        News release reporting Third Quarter Financial Results for 2007, issued by Dollar Thrifty Automotive Group, Inc. on November 7, 2007, filed as the same numbered exhibit with DTGs Form 8-K, filed November 7, 2007, Commission File No. 1-13647*






____________________



*
        Incorporated by reference


**
        Filed herewith




32



Table of Contents



SIGNATURES



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



DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.






November 7, 2007
        By:
        /s/  GARY L. PAXTON


Gary L. Paxton


President, Chief Executive Officer and Principal


Executive Officer






November 7, 2007
        By:
        /s/  STEVEN B. HILDEBRAND


Steven B. Hildebrand


Senior Executive Vice President, Chief Financial


Officer, Principal Financial Officer and Principal


Accounting Officer










33



Table of Contents



INDEX TO EXHIBITS



Exhibit Number
        Description




10.154
        Sixth Amendment to Deferred Compensation Plan
approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on September 26, 200710.155
        Seventh Amendment to Retirement Plan
approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on September 26, 200710.156
        Notice of Election Regarding Payment of Directors Fees dated September 26, 2007 executed by Molly Shi Boren10.157
        Notice of Election Regarding Payment of
Directors Fees dated September 26, 2007 executed by Edward C. Lumley15.29
        Letter from Deloitte & Touche LLP regarding interim financial information31.45
        Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.46
        Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.45
        Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.46
        Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002






34