Thrifty Car Rental 2008 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ...of principal executive offices and zip code) Registrant's telephone number, including area code: (918) 660-7700 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Common Stock, $.01 par value Name of each exchange on which registered: New York Stock Exchange Securities...

  • Page 3
    ...the closing price of the stock on the New York Stock Exchange on such date was $154,324,397. The number of shares outstanding of the registrant's Common Stock as of February 20, 2009 was 21,624,752. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the Annual Meeting...

  • Page 4
    ...'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...CONTROLS AND PROCEDURES...

  • Page 5
    ...demand and reduce vehicle depreciation costs, particularly as we increase the level of Non-Program Vehicles (those without a guaranteed residual value) and our exposure to the used car market; our ability to obtain cost-effective financing as needed without unduly restricting operational flexibility...

  • Page 6
    .... Thrifty Car Sales operates a franchised retail used car sales network. The Company has two additional subsidiaries, Rental Car Finance Corp. ("RCFC") and Dollar Thrifty Funding Corp., which are special purpose financing entities and have been appropriately consolidated in the financial statements...

  • Page 7
    ... the Dollar and Thrifty brands remain separate, but operate under a single management structure and share vehicles, back-office employees and facilities, where possible. The Company also operates company-owned stores in seven of the eight largest airport markets in Canada under DTG Canada. In Canada...

  • Page 8
    ... the airport vehicle rental market, which is comprised of business and leisure travelers. The majority of its locations are on or near airport facilities. At December 31, 2008, Dollar had 110 company-owned and franchised in-terminal airport locations in the United States. Dollar operates primarily...

  • Page 9
    ...while using a single management team for both brands. In addition, this operating includes sharing vehicles, back-office employees and service facilities, where possible. As of December 31, 2008, the Company operates the Dollar brand in 56 and the Thrifty brand in 54 of the top 75 airport markets in...

  • Page 10
    ...market while leveraging fixed costs. Dollar and Thrifty license to franchisees the use of their respective brand service marks in the vehicle rental and leasing and parking businesses. Franchisees of Dollar and Thrifty pay an initial franchise fee generally based on the population, number of airline...

  • Page 11
    ...standards, training, rental rate management analysis and customer satisfaction programs. Additionally, Dollar and Thrifty offer their respective franchisees centralized corporate account and tour billing and travel agent commission payments. Summary of U.S. and Canada Franchise Operations Data As of...

  • Page 12
    ...Marketing Dollar and Thrifty are positioned as value car rental companies in the travel industry, providing on-airport convenience with low rates on quality vehicles. Customers who rent from Dollar and Thrifty are costconscious leisure, government and business travelers who want to save money on car...

  • Page 13
    ...measure customer satisfaction, track service quality trends, respond to customer inquiries and provide recommendations to senior management and vehicle rental location supervisors. The Company conducts initial and ongoing training for headquarters, company-owned store and franchisee employees, using...

  • Page 14
    ... the Company to reduce its risk related to the creditworthiness of the vehicle manufacturers. Chrysler, the main provider of Non-Program Vehicles to DTG Operations, does not set any terms or conditions on the resale of Non-Program Vehicles other than requiring minimum holding periods. During 2008...

  • Page 15
    ... of credit to finance the remainder of its vehicles. See Note 10 of Notes to Consolidated Financial Statements. Fleet Leasing Programs DTG Operations has historically made fleet leasing programs available to Dollar and Thrifty U.S. franchisees for each new model year. This program is not offered...

  • Page 16
    ... market is operated either directly or through franchisees of the major U.S. vehicle rental companies, including Alamo, Avis, Budget, Enterprise, Hertz and National, as well as Dollar and Thrifty. Insurance The Company is subject to third-party bodily injury liability and property damage claims...

  • Page 17
    ... of charges to customers. Dollar and Thrifty are subject to federal, state and local laws and regulations relating to taxing and licensing of vehicles, franchise sales, franchise relationships, vehicle liability, used vehicle sales, insurance, telecommunications, vehicle rental transactions...

  • Page 18
    ... agreements as of December 31, 2008. The Company believes its relationship with its employees is good. ITEM 1A. RISK FACTORS Expanding upon the factors discussed in the Forward-Looking Statements section provided at the beginning of this Annual Report on Form 10-K, the following are important...

  • Page 19
    ...our purchases of Program Vehicles during 2008 to reduce our exposure to Chrysler's credit, and we are continuing to increase the proportion of risk vehicles in our fleet. We have also sought to diversify our suppliers, including through a new secondary supply agreement with Ford Motor Company. These...

  • Page 20
    ... used vehicle market. If the residual value of our risk vehicles declines significantly or we experience cumulative losses on disposition of a specified percentage of our fleet, we would be required to increase the level of collateral enhancement in the vehicle financing facility, which would reduce...

  • Page 21
    ... We have retained the used car market value risk on approximately 65% of our vehicles during 2008 and plan to increase this percentage in 2009. The depreciation costs for these vehicles are highly dependent on used car prices at the time of sale, requiring the Company to make assumptions regarding...

  • Page 22
    ...our ability to maintain or increase rental rates or market share. Dependence on Air Travel We get approximately 90% of our rental revenues from airport locations and airport arriving customers. The number of airline passengers has a significant impact on our business. Mergers and acquisitions in the...

  • Page 23
    ... of our fleet, a reduction in vehicle purchases or a suspension of the program, such as occurred in late 2008, could result in a reduced amount of gain deferrals and increased payments of federal and state cash income taxes, after considering the effect of net operating loss carryforwards. For...

  • Page 24
    ...we increased the level of self-insurance from $5.0 million to $7.5 million per occurrence. We maintain insurance coverage for liability claims above these self-insurance levels. We self-insure for all losses on supplemental liability insurance policies sold to vehicle rental customers. A significant...

  • Page 25
    ...locations it serves, could cause a loss of reservations, slow the rental transaction processing, interfere with our ability to manage our fleet and otherwise materially adversely affect our ability to manage our business effectively. Our systems back-up plans, continuity plans and insurance programs...

  • Page 26
    ...and on behalf of all persons similarly situated v. The Hertz Corporation, Dollar Thrifty Automotive Group, Inc., Avis Budget Group, Inc., Vanguard Car Rental USA, Inc., Enterprise Rent-A-Car Company, Fox Rent-A-Car, Inc., Coast Leasing Corp., The California Travel and Tourism Commission and Caroline...

  • Page 27
    ...DTG Operations, Inc. dba Dollar Rent A Car, dba Thrifty Car Rental, Dollar Rent A Car, Inc., Thrifty Rent-A-Car System, Inc. (No. CV08-03875 VBF JTLx, (C.D. Cal.)). The plaintiff alleges unfair business practices in violation of the California Business and Professions Code, alleging that the Company...

  • Page 28
    ... of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs Period October 1, 2008 October 31, 2008 November 1, 2008 November 30, 2008 December 1, 2008 December 31, 2008 Total (1) Total Number of Shares Purchased Average Price...

  • Page 29
    ... 2000 Index. The Hemscott Industry Group 761 - Rental & Leasing Services is a published index of 25 stocks including DTG, which covers companies that rent or lease various durable goods to the commercial and consumer market including cars and trucks, medical and industrial equipment, appliances...

  • Page 30
    ... financial statements of the Company. The system-wide data and company-owned stores data were derived from Company records. 2008 Statements of Operations: (in thousands except per share amounts) 2007 Year Ended December 31, 2006 2005 2004 Revenues: Vehicle rentals Other Total revenues Costs...

  • Page 31
    ... S. and Canada 2008 2007 Year Ended December 31, 2006 2005 2004 System-wide Data: Rental locations: Company-owned stores Franchisee locations Total rental locations Average number of vehicles operated during the period by company-owned stores and franchisees Peak number of vehicles operated during...

  • Page 32
    ...FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company operates two value rental car brands, Dollar and Thrifty. The majority of its customers pick up their vehicles at airport locations. Both brands are value priced and the Company seeks to be the industry's low cost provider. Leisure customers...

  • Page 33
    ... company-owned stores, and • Other revenue generated from leasing vehicles to franchisees, continuing franchise fees and providing services to franchisees, parking income and miscellaneous sources. The Company's expenses consist of: • Direct vehicle and operating expense related to the rental...

  • Page 34
    ... Company had a loss before income taxes of $456.8 million for 2008 compared to income of $12.8 million in 2007. Revenues $ Increase/ (decrease) (in millions) 2008 2007 % Increase/ (decrease) Vehicle rentals Other Total revenues Vehicle rental metrics: Average number of vehicles operated Average...

  • Page 35
    ... $45.3 million, resulting primarily from a 12.9% increase in the average depreciation rate due to vehicle manufacturer price increases on Program Vehicles and lower residual values on Non-Program Vehicles due to a soft used car market. These increases were partially offset by a higher mix of Non...

  • Page 36
    ... quarter of 2008. These decreases were partially offset by a $1.0 million increase in stock options expense. Transition costs relating to the outsourcing of IT and call center operations decreased $4.6 million, including salary related expenses. Sales and marketing expense decreased $3.2 million...

  • Page 37
    ... 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 $13.9 million. The revenue relating...

  • Page 38
    ...to fees charged by travel agents, third party Internet sites and credit card companies. Personnel related expenses increased $9.9 million. Salary expenses increased approximately $7.4 million due to higher compensation costs per employee and $5.3 million due to an increase in the number of employees...

  • Page 39
    ... acquisitions and for working capital. The Company uses both cash and letters of credit to support asset backed vehicle financing programs. The Company also uses letters of credit or insurance bonds to secure certain commitments related to airport concession agreements, insurance programs, and for...

  • Page 40
    ... to fund its revenue-earning vehicles with cash provided from operations and from disposal of used vehicles. The Company also used net cash for non-vehicle capital expenditures of $28.9 million. These expenditures consist primarily of airport facility improvements for the Company's rental locations...

  • Page 41
    ...non-vehicle related term loan, airport concession fee and operating lease commitments related to airport and other facilities, technology contracts, and vehicle purchases. The Company expects to fund these commitments with cash generated from operations, sales proceeds from disposal of used vehicles...

  • Page 42
    ... Company provided increased enhancement for the agreement not amended in order to comply with the existing minimum net worth condition. In February 2009, the Company amended all series of its asset backed medium term note program to be able to operate a fleet comprised of 100% Non-Program Vehicles...

  • Page 43
    ... with all covenants at December 31, 2008. Other Vehicle Debt and Obligations The Company finances its Canadian vehicle fleet through a fleet securitization program. Historically, this program provided DTG Canada vehicle financing up to CND$300 million funded through a bank commercial paper conduit...

  • Page 44
    ... or reduced vehicle purchases could result in reduced deferrals and significant increased payments of federal and state cash income taxes, after considering the effect of net operating loss carryforwards. In November 2008, the Company elected to temporarily suspend the Like-Kind Exchange Program...

  • Page 45
    ... Like-Kind Exchange Program has historically increased the amount of cash and investments restricted for the purchase of replacement vehicles, especially during seasonally reduced fleet periods. At December 31, 2008, restricted cash and investments totaled $596.6 million and are restricted for the...

  • Page 46
    ...impact on the Company's financial position or results of operations. Share-based payment plans - The Company has share-based compensation plans under which the Company grants performance shares, non-qualified option rights and restricted stock to key employees and non-employee directors. The Company...

  • Page 47
    ... of reduced credit availability by extending the holding period for its Non-Program Vehicles. The Company has no maturities of asset backed medium term notes until 2010. Fleet capacity for the rental car industry is expected to be in line with consumer demand in 2009. Year over year, rental pricing...

  • Page 48
    ... Canadian fleet. The fair value and average receive rate of the interest rate swaps is calculated using projected market interest rates over the term of the related debt instruments as provided by the counterparties. Expected Maturity Dates as of December 31, 2008 (in thousands) Debt: Vehicle debt...

  • Page 49
    ... is to express an opinion on the financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain...

  • Page 50
    DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006 (In Thousands Except Per Share Data) 2008 REVENUES: Vehicle rentals Other Total revenues COSTS AND EXPENSES: Direct vehicle and operating Vehicle depreciation and ...

  • Page 51
    ... 21,488,352 outstanding, respectively Additional capital Retained earnings (deficit) Accumulated other comprehensive loss Treasury stock, at cost (6,414,906 shares) Total stockholders' equity $ See notes to consolidated financial statements. $ $ 48,898 242,369 133,643 110,310 2,488,245 3,023,465...

  • Page 52
    ... Stock option transactions Purchase of com m on stock for the treasury Perform ance share incentive plan Issuance of com m on stock in settlem ent of vested perform ance shares Restricted stock for director com pensation Issuance of com m on shares Com prehensive loss: Net loss Interest rate...

  • Page 53
    ... expenses and other assets Accounts payable Accrued liabilities Vehicle insurance reserves Other Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Revenue-earning vehicles: Purchases Proceeds from sales Net change in restricted cash and investments Property, equipment...

  • Page 54
    ... employee withholding taxes on share-based awards Purchase of common stock for the treasury Financing issue costs Net cash used in financing activities CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS: Beginning of year End of year SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash...

  • Page 55
    ... business and leisure customers through company-owned stores. The Company also leases vehicles to franchisees for use in the daily vehicle rental business, sells vehicle rental franchises worldwide and provides sales and marketing, reservations, data processing systems, insurance and other services...

  • Page 56
    ...Actual timing of disposal shorter than the life used for depreciation purposes could result in a significant loss on sale. For 2008, the average holding term for Non-Program Vehicles was approximately ten months and for Program Vehicles was approximately six months. For Program Vehicles, the Company...

  • Page 57
    ... basis under the related rental contracts with customers. Revenues from leasing vehicles to franchisees are principally under operating leases with fixed monthly payments and are recognized as earned over the lease terms. Revenues from fees and services include providing sales and marketing, 55

  • Page 58
    .... The Company has established a valuation allowance related to DTG Canada and a portion of the Company's state net operating losses. Earnings Per Share - Basic earnings per share ("EPS") is computed by dividing net income (loss) by the weighted average number of common shares outstanding during...

  • Page 59
    ... each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS No. 159 as required on January 1, 2008 and elected to not measure certain financial instruments and other assets and liabilities at fair value on...

  • Page 60
    ... agreements. Amortization is required at the earlier of the sale date of the vehicle financed under the affected medium term note program or three years from the original invoice date of that vehicle. In the current financial markets, the Company does not believe that it would be able to issue new...

  • Page 61
    ...2007 and 2006, all options to purchase shares of common stock were included in the computation of diluted EPS because no exercise price was greater than the average market price of the common shares. 4. ACQUISITIONS During 2008, the Company did not acquire any new locations from franchisees; however...

  • Page 62
    ... buyback vehicles from Kia Motors America and Hyundai Motor America. Trade accounts and notes receivable include primarily amounts due from rental customers, franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business. Notes...

  • Page 63
    ... consolidated statements of operations. Promotional payments received under the VSA are recognized as a reduction of the cost of the vehicles when acquired. The Company also receives interest reimbursement for Program Vehicles while at auction and for certain delivery related interest costs, which...

  • Page 64
    ... Assets" ("SFAS No. 142") also applies to reacquired franchise rights. Based on the assessment at March 31, 2008, management concluded that reacquired franchise rights were impaired, and the Company recorded a $69.0 million non-cash charge (pre-tax) related to the impairment of the entire reacquired...

  • Page 65
    ... stock price than on management's long-range forecast in performing its impairment assessment. Based on this evaluation in the first quarter of 2008, management concluded that the entire amount of goodwill was impaired and the Company recorded a $281.2 million non-cash charge (pre-tax) related...

  • Page 66
    ... asset backed medium term notes, restricted cash and investments, and certain receivables related to revenue-earning vehicles are available to satisfy the claims of its creditors. Dollar and Thrifty lease vehicles from RCFC under the terms of a master lease and servicing agreement. The asset backed...

  • Page 67
    ...the vehicle fleet, cash or letters of credit and maintenance of a liquidity reserve. RCFC is in compliance with the terms of the indentures. The asset backed medium term note programs are insured by Monolines and each contains a minimum net worth condition and an interest coverage condition. In 2008...

  • Page 68
    ... financing of Canadian vehicles. The Partnership Agreement of the Partnership expires on May 31, 2010. Historically, the Limited Partner committed to funding CND$300.0 million which is funded through issuance and sale of notes in the Canadian commercial paper market. However, in October 2008...

  • Page 69
    ... as part of its risk management program, by striving to reduce the potentially adverse effects that the volatility of the financial markets may have on the Company's operating results. The Company has used interest rate swap agreements, for each related new asset backed medium term note issuance in...

  • Page 70
    ... impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures as part of its financial statements. SFAS No. 157 establishes a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. These...

  • Page 71
    ...the financial institutions which are counterparties to the applicable swap agreements and reported to the Company on a monthly basis. The Company uses these reported fair values to adjust the asset or liability as appropriate. The Company evaluates the reasonableness of the calculations by comparing...

  • Page 72
    ...EMPLOYEE BENEFIT PLANS INCLUDING SHARE-BASED PAYMENT PLANS Employee Benefit Plans The Company sponsors a retirement savings plan that incorporates the salary reduction provisions of Section 401(k) of the Internal Revenue Code and covers substantially all employees of the Company meeting specific age...

  • Page 73
    ...employee directors. The exercise prices for non-qualified option rights are equal to the fair market value of the Company's common stock at the date of grant, except for the initial grant, which was made at the initial public offering price. The non-qualified option rights vest in three equal annual...

  • Page 74
    ...-and-without" approach). Under this approach, sharebased compensation deductions are, effectively, always considered last to be realized. Due to significant net operating losses for income tax purposes, the Company did not realize any tax benefits from option exercises during 2008, 2007 or 2006. 72

  • Page 75
    ... noted in the following table: 2008 2007 Weighted-average expected life (in years) 3 3 Expected price volatility 35.30% 28.10% Risk-free interest rate 2.32% 4.88% To arrive at the assumptions used to estimate the fair value of the Company's market condition based performance shares, as noted in the...

  • Page 76
    ..., the Committee may grant restricted stock units to key employees and non-employee directors. In 2008, non-employee directors were granted 7,000 shares and the right to receive cash payments representing 15,295 shares at the settlement date price, which vested on December 31, 2008. In 2007 and 2006...

  • Page 77
    ... the grant-date fair value of the award was based on the closing market price of the Company's common shares at the date of grant. In May 2008, an employee director was granted 13,550 shares, which will vest on May 23, 2012. In October 2008, an employee director was granted 50,000 shares, which will...

  • Page 78
    ... consist of the following: December 31, 2008 (In Thousands) Deferred tax assets: Vehicle insurance reserves Allowance for doubtful accounts and notes receivable Other accrued liabilities Federal and state NOL carryforwards Interest rate swap AMT credit carryforward Intangible asset amortization...

  • Page 79
    ... other vehicle manufacturer receivables and trade receivables. The Company limits its exposure on cash and cash equivalents and restricted cash and investments by investing in Aaa or P-1 rated funds and short-term time deposits with a diverse group of high quality financial institutions. The Company...

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

  • Page 81
    ... third party bodily injury and property damage. The Company continues to retain the risk of loss on supplemental liability insurance ("SLI") policies sold to vehicle rental customers. The accrual for Vehicle Insurance Reserves includes amounts for incurred and incurred but not reported losses. Such...

  • Page 82
    ... reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position. Other The Company is party to a data processing services agreement which requires annual payments...

  • Page 83
    ... 2008, the Company had outstanding vehicle purchase commitments of approximately $68.1 million. 19. BUSINESS SEGMENTS The Company's corporate operating structure, is based on a functional structure and combines the management of operations and administrative functions for both the Dollar and Thrifty...

  • Page 84
    ... The earnings (loss) per share is calculated from the weighted average common and common stock equivalents outstanding during each quarter, which may fluctuate based on quarterly income levels, market prices and share repurchases. Therefore, the sum of earnings per share information for each quarter...

  • Page 85
    ... under all three financing agreements, including letters of credit. The Company also paid one-time amendment fees of 50 basis points, based on outstanding commitments and/or loans. The Company used approximately $24 million of unrestricted cash for the Term Loan payment, fees and expenses associated...

  • Page 86
    ... DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEAR ENDED DECEMBER 31, 2008, 2007 AND 2006 Balance at Beginning of Year Additions Charged to Income Deductions (In Thousands) Balance at End of Year 2008 Allowance for doubtful accounts Vehicle insurance...

  • Page 87
    ... maintaining adequate internal control over financial reporting. The internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems...

  • Page 88
    ... executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements...

  • Page 89
    ... in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2008 of the Company and our report dated March 3, 2009 expressed an unqualified opinion...

  • Page 90
    ... Information Regarding Director Nominees and Named Executive Officers", "Independence, Meetings, Committees and Compensation of the Board of Directors - Audit Committee", "Section 16(a) Beneficial Ownership Reporting Compliance" and "Code of Ethics" in the Company's definitive Proxy Statement...

  • Page 91
    ... December 31, 2008, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Reference is made to the information appearing under "Proposal No. 2 - Appointment of Independent Registered Public Accounting Firm" in the Company's definitive Proxy Statement which will be...

  • Page 92
    ...No. 1-13647* Form of Certificate of Common Stock, filed as the same numbered exhibit with DTG's Registration Statement on Form S-1, as amended, Registration No. 333-39661* Note Purchase Agreement dated as of March 4, 1998 among Rental Car Finance Corp., Dollar Thrifty Funding Corp. and Credit Suisse...

  • Page 93
    ... File No. 1-13647* Master Exchange and Trust Agreement dated as of July 23, 2001 among Rental Car Finance Corp., Dollar, Thrifty, Chicago Deferred Exchange Corporation, VEXCO, LLC and The Chicago Trust Company, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period...

  • Page 94
    ... No. 3 to Note Purchase Agreement dated as of April 16, 2002 among Rental Car Finance Corp., DTG, the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Bank One, NA, filed as the same numbered exhibit with DTG's Form 10-Q for the...

  • Page 95
    ... Agreement dated as of March 22, 2005 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Wasserstein Securities LLC, filed as the same numbered...

  • Page 96
    ... Agreement dated as of March 20, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Securities LLC, filed as the same numbered...

  • Page 97
    ... Restated Master Motor Vehicle Lease and Servicing Agreement (Group III) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 10-Q for the...

  • Page 98
    ... Letter of Credit Application and Agreement dated as of June 15, 2007 among Dollar Thrifty Funding Corp., DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 1998-1), filed as the same numbered exhibit with DTG's Form...

  • Page 99
    4.184 Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2007-1), filed as the same numbered exhibit with DTG's Form 8-K, filed ...

  • Page 100
    ... Purchase Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committee Purchasers parties thereto, the Managing Agents parties thereto, and JPMorgan Chase Bank, N.A., filed as the same numbered exhibit...

  • Page 101
    ... Motor Vehicle Lease And Servicing Agreement (Group III), dated as of February 3, 2009 among Rental Car Finance Corp., as Lessor, DTG Operations, Inc. as Lessee and Servicer, and those Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees and Servicers thereunder...

  • Page 102
    ... Statement on Form S-1, as amended, Registration No. 333-39661* Amendment to Long-Term Incentive Plan dated as of September 29, 1998, filed as the same numbered exhibit with DTG's Form S-8, Registration No. 333-79603, filed May 28, 1999* Dollar Thrifty Automotive Group, Inc., Executive Option Plan...

  • Page 103
    ... non-employee director, filed as the same numbered exhibit with DTG's Form 8-K, filed May 25, 2005, Commission File No. 1-13647* Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Gary L. Paxton, President, Chief Executive Officer and director, filed...

  • Page 104
    ...2005 extending the Vehicle Supply Agreement between DaimlerChrysler Motors Company, LLC and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG's Form 8-K, filed September 20, 2005, Commission File No. 113647* Notice of Election Regarding Payment of Director's Fees (As...

  • Page 105
    ... of Performance Shares Grant Agreement between the Company and the applicable employee, filed as the same numbered exhibit with DTG's Form 8-K, filed February 6, 2007, Commission File No. 1-13647* Second Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan approved by...

  • Page 106
    ... 2008, Commission File No. 1-13647* Form of Stock Option Grant Agreement between the Company and the applicable employee, filed as the same numbered exhibit with DTG's Form 8-K, filed February 6, 2008, Commission File No. 1-13647* Amendment to Notice of Election Regarding Payment of Director's Fees...

  • Page 107
    ... Regarding Payment of Director's Fees for Calendar Year 2008 dated December 29, 2007 executed by Edward L. Wax, filed as the same numbered exhibit with DTG's Form 10-K, filed February 29, 2008, Commission File No. 1-13647* Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director...

  • Page 108
    ...Trust Company Americas, as administrative agent, and various financial institutions as are party to the credit agreement, filed as the same numbered exhibit with DTG's Form 8-K, filed September 30, 2008, Commission File No. 1-13647* Dollar Thrifty Automotive Group, Inc. 2008/2009 Executive Retention...

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    ...the same numbered exhibit with DTG's Form 8-K, filed February 25, 2009, Commission File No. 1-13647* Form of Amendment to Notice of Election Regarding Payment of Director's Fees between the Company and the applicable director** Separation Agreement between John J. Foley and Dollar Thrifty Automotive...

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    ....36 Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director's Compensation effective January 1, 2009 Until Further Modified** Vehicle Policy for Directors Restated effective January 29, 2009** Form of Indemnification Agreement between the Company and the applicable employee** Vehicle...

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    ... authorized. Date: March 3, 2009 DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By: /s/ SCOTT L. THOMPSON Name: Scott L. Thompson Title: President and Principal Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on...

  • Page 112
    ... Motor Vehicle Lease and Servicing Agreement (Group III), dated as of February 3, 2009 among Rental Car Finance Corp., as Lessor, DTG Operations, Inc. as Lessee and Servicer, and those Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees and Servicers thereunder...

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    ...Form of Indemnification Agreement between the Company and the applicable employee Vehicle Supply Agreement dated as of February 9, 2009 between Ford Motor Company and DTG... Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification by the Chief Financial Officer Pursuant...

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    ... Group, Inc. of the New York Stock Exchange listing standards. * Retired as Chief Executive Officer on October 13, 2008 Worldwide Reservations Dollar Rent A Car 1-800-800-4000 www.dollar.com Thrifty Car Rental 1-800-THRIFTY www.thrifty.com Additional Company information is available at www.dtag...

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    Dollar Thrifty Automotive Group, Inc. 5330 East 31st Street P.O. Box 35985 Tulsa, OK 74153-0985 Telephone: 918.660.7700 www.dtag.com