Dollar Rent A Car 2008 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... OF 1934 OR For the fiscal year ended December 31, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 1-13647 _____ DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. (Exact name of registrant...

  • Page 3
    ... as of June 30, 2008, the last business day of the registrant's most recently completed second fiscal quarter, based on the closing price of the stock on the New York Stock Exchange on such date was $154,324,397. The number of shares outstanding of the registrant's Common Stock as of February 20...

  • Page 4
    ... STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES...SELECTED FINANCIAL DATA...MANAGEMENT'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...

  • Page 5
    ... impact of current adverse conditions in the used car market on our ability to reduce our fleet capacity as and when projected by our plans; our ability to manage our fleet mix to match demand and reduce vehicle depreciation costs, particularly as we increase the level of Non-Program Vehicles (those...

  • Page 6
    ... the airport and local markets operating through a network of company-owned stores and franchisees. Dollar and Thrifty currently derive the majority of their U.S. revenues from providing rental vehicles and services directly to rental customers. Consequently, Dollar and Thrifty incur the costs of...

  • Page 7
    ... "risk vehicles". Increasing the level of Non-Program Vehicles in the fleet increases the vehicle rental company's dependence on the used car market. The rental car industry has eight top brands which are owned by four companies. Three of the companies are publicly held: Dollar and Thrifty operated...

  • Page 8
    ..., 2008, Dollar's vehicle rental system included 324 locations in the U.S. and Canada, consisting of 181 company-owned stores and 143 franchisee locations. Dollar's total rental revenue generated by company-owned stores was $949 million for the year ended December 31, 2008. Thrifty Thrifty's approach...

  • Page 9
    ... in Canada where both the Dollar and Thrifty brands are represented at one shared location. Tour Rentals Vehicle rentals by customers of foreign and U.S. tour operators generated approximately $206 million or 12.7% of the Company's rental revenues for the year ended December 31, 2008. These rentals...

  • Page 10
    ... U.S. airport markets. Most franchisees are located at or near airports that generate a lower volume of vehicle rentals than the airports served by company-owned stores. In Canada, Dollar and Thrifty sell franchises in markets generally outside the top eight airport markets. Dollar and Thrifty offer...

  • Page 11
    ... and 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...

  • Page 12
    ... such systems to travel agencies in the U.S., Canada and abroad. 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...

  • Page 13
    ... upon a number of core information systems to operate its business, primarily its counter automation, Web sites, distribution network, reservations, fleet and revenue management systems. The counter automation system in company-owned stores processes rental transactions, facilitates the sale of...

  • Page 14
    ... counter system produces rental agreements and provides the Company and its franchisees with customer and vehicle inventory information as well as financial and operating reports. Fleet Acquisition and Management Vehicle Supply For the 2008 model year, Chrysler vehicles represented approximately 76...

  • Page 15
    ...in rental service for approximately ten months but expects to extend holding periods in 2009. DTG Operations remarketed 54% of its Non-Program Vehicles through auctions and 46% directly to used car dealers, wholesalers and its franchisees during the year ended December 31, 2008. Fleet Management The...

  • Page 16
    ...in the vehicle rental industry on the basis of price, service levels, vehicle quality, vehicle availability and the convenience and condition of rental locations. Dollar and Thrifty and their franchisees operate mainly in the U.S. airport market, relying on leisure, tour and small business customers...

  • Page 17
    ...for damage to the vehicle or cap the price charged for loss damage waivers. Adoption of national or additional state legislation affecting or limiting the sale, or capping the rates, of loss damage waivers could result in the loss of this revenue and could increase costs to Dollar, Thrifty and their...

  • Page 18
    ... bargaining 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...

  • Page 19
    ... operator customer filed for bankruptcy. Additionally, some of our franchisees have experienced financial challenges and a limited number of them have either closed or consolidated their operations. These circumstances have resulted in reduced fee revenue to the Company and a potential for increased...

  • Page 20
    ... Value Programs when the manufacturer also maintains an investment grade credit rating. Adverse changes to the credit ratings of the related manufacturers have materially increased the amount of collateral required to finance our vehicle fleet, and we expect these collateral levels to remain high...

  • Page 21
    ... our fleet requirements. Risk in Vehicle Remarketing 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...

  • Page 22
    ... has been reduced as the percentage of Program Vehicles in our vehicle rental fleet has decreased materially. In addition, the increase in the percentage of risk vehicles in our fleet exposes us to higher residual value risk and unpredictable auction market conditions. Highly Competitive Nature of...

  • Page 23
    ... downsizing 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...

  • Page 24
    ... these sites and less revenue. Liability Insurance Risk We are exposed to claims for personal injury, death and property damage resulting from accidents involving our rental customers and the use of our cars. In 2007 and 2008, we maintained the level of selfinsurance of $4.0 million and $5.0 million...

  • Page 25
    ...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 are designed to mitigate such a risk, but not to eliminate it. Our systems contain personal information about our customers...

  • Page 26
    ... Americas ("Deutsche Bank"), as administrative agent for a syndicate of banks under the Senior Secured Credit Facilities. In connection with the Senior Secured Credit Facilities, the Company also executed mortgages in favor of Deutsche Bank encumbering its real property located in Tampa, Las Vegas...

  • Page 27
    ... FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES DTG's common stock is listed on the NYSE under the trading symbol "DTG." The high and low closing sales prices for the common stock for each quarterly period during 2008 and 2007 were as follows...

  • 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
    ...Industry Group 761 - Rental & Leasing Services and the Russell 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...

  • Page 30
    ... 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 and expenses: Direct vehicle and operating Vehicle depreciation and lease charges, net Selling, general...

  • Page 31
    ... 183,291 179,304 Company-owned Stores Data: Vehicle rental data: Average number of vehicles operated Number of rental days Vehicle utilization Average revenue per day Monthly average revenue per vehicle Average depreciable fleet Monthly average depreciation (net) per vehicle $ $ $ 120,309 36,879...

  • Page 32
    ... 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 typically rent vehicles for longer periods...

  • Page 33
    ... and lease charges, net Selling, general and administrative Interest expense, net Goodwill and long-lived asset impairment Total costs and expenses (Increase) decrease in fair value of derivatives Income (loss) before income taxes Income tax expense (benefit) Net income (loss) Year Ended December...

  • Page 34
    ....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 revenue per day Number of rental days Vehicle...

  • Page 35
    ... units sold in 2008, as a result of the longer hold periods, and a lower average gain per unit due to softness in the used car market. Leasing charges, for vehicles leased from third parties, decreased $1.7 million due to a decrease in the average number of vehicles leased. ¾ ¾ Selling, general...

  • Page 36
    ... interest expense increased $0.8 million in 2008 primarily due to a decrease in interest reimbursements relating to vehicle programs and lower earnings on invested funds resulting from lower interest rates, partially offset by lower average vehicle debt. As a percent of revenue, net interest expense...

  • Page 37
    ...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 $13.9 million...

  • Page 38
    ...revenue generated from the airport facility, and increases in rent expense of $6.7 million. Commission expenses increased $12.4 million, which are primarily based on increased revenue and relate to fees charged by travel agents, third party Internet sites and credit card companies. Personnel related...

  • Page 39
    ... of vehicles for its rental and leasing fleets, non-vehicle capital expenditures, franchisee 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...

  • Page 40
    ... 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 and...

  • Page 41
    ... 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 and if the Company regains access to the medium term note markets...

  • 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
    ... CND$105.3 million (US$86.5 million) funded under this program. The Canadian fleet securitization program contains a tangible net worth covenant and DTG Canada was in compliance with this covenant at December 31, 2008. Vehicle manufacturer and bank lines of credit provided $233.7 million in capacity...

  • Page 44
    ... 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, allowing proceeds from sales of vehicles to...

  • Page 45
    ... stock at an average price of $35.48 per share totaling approximately $227.6 million, all of which were made in open market transactions. Inflation The increased acquisition cost of vehicles is the primary inflationary factor affecting the Company. Many of the Company's other operating expenses...

  • Page 46
    ... the Company uses the closing market price of DTG's common stock on the date of grant to estimate the fair value of the nonvested stock awards and performance based performance shares, and uses a lattice-based option valuation model to estimate the fair value of market based performance shares. The...

  • 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
    ... schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States...

  • Page 50
    ...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 lease charges, net Selling, general and administrative Interest expense, net of...

  • Page 51
    ... CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2008 AND 2007 (In Thousands Except Share and Per Share Data) 2008 ASSETS Cash and cash equivalents Restricted cash and investments Receivables, net Prepaid expenses and other assets Revenue-earning vehicles, net Property and equipment, net Income taxes...

  • Page 52
    ...CO M PREHENSIVE IN CO M E (LO SS) YEAR EN DED DECEM BER 31, 2008, 2007 AN D 2006 (In Thousands Except Share and Per Share Data) Com m on Stock $.01 Par Value Shares Am ount BALANC E, JANUARY 1, 2006 Issuance of com m on shares for director com pensation Stock option transactions Purchase of com m on...

  • Page 53
    ...on restricted cash and investments Performance share incentive, stock option and restricted stock plans Net losses from sale of property and equipment Provision for losses on receivables Deferred income taxes Decrease in fair value of derivatives Change in assets and liabilities, net of acquisitions...

  • 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
    ... 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 to...

  • Page 56
    ...the term of the related debt using the effective interest method. Revenue-Earning Vehicles and Related Vehicle Depreciation Expense - Revenue earning vehicles are stated at cost, net of related discounts. The Company has historically purchased 50% to 60% of its vehicles for which residual values are...

  • 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 closing market price of the Company's common shares at the specific date on which the shares were earned and is recorded as a liability on the Company's books until they are issued. In 2008, the Company issued approximately 1,258,000 stock options at a weighted average grant-date fair value per...

  • Page 59
    ...have on its consolidated financial position and results of operations. Reclassifications - Certain reclassifications have been made to the 2007 financial information to conform to the classifications used in 2008. 2. OPERATIONS AND LIQUIDITY The Company amended its Senior Secured Credit Facilities...

  • Page 60
    ...cash available to pay off the vehicles, as the Company would continue making rent payments under the asset backed note program during the holding period. The Company would also expect to immediately reduce operations, closing smaller airport and local-market locations and retaining a presence in the...

  • Page 61
    ...calculation of basic and diluted EPS is shown below: Year Ended December 31, 2007 2006 2008 (In Thousands, Except Share and Per Share Data) Net income (loss) Basic EPS: Weighted average common shares Basic EPS Diluted EPS: Weighted average common shares Shares contingently issuable: Stock options...

  • Page 62
    ... 60 days. The majority of the receivable is for 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...

  • Page 63
    ..., net on the balance sheet (Note 5). Additionally, the Company receives other incentives primarily related to the disposal of revenue-earning vehicles, which amounts have been reflected as offsets to vehicle depreciation expense in the consolidated statements of operations. Promotional payments...

  • Page 64
    ... substantially all of the long-lived assets in its Canadian operation were impaired. The Company recorded a $5.9 million non-cash charge (pre-tax) related to this impairment. 8. INTANGIBLE ASSETS December 31, 2008 (In Thousands) Amortized intangible assets Software and other intangible assets Less...

  • Page 65
    ...) related to the impairment of goodwill ($223.5 million after-tax). The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows: December 31, 2008 (In Thousands) Beginning balance Goodwill through acquisitions during the year Effect of change in rates...

  • Page 66
    ... 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 medium term note...

  • 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
    .... DTG Canada, as General Partner, is allocated the remainder of the Partnership net income after distribution of the income share of the Limited Partner. The income share of the Limited Partner, which amounted to $5.4 million, $7.8 million and $6.7 million for the years ended December 31, 2008...

  • Page 69
    ...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 2004...

  • Page 70
    ... (increase) decrease in fair value of derivatives in the consolidated statements of operations. For the years ended December 31, 2008 and 2007, the Company recorded the related change in the fair value of the swap agreements of $36.1 million and $39.0 million, respectively, as a net decrease in fair...

  • Page 71
    ... measured at fair value as of December 31, 2008 on the Company's balance sheet, and the input categories associated with those assets and liabilities: Fair Value Measurements at Reporting Date Using Total Fair (in thousands) Description Value Assets (Liabilities) at 12/31/08 Quoted Prices in Active...

  • Page 72
    ... and profit sharing plans for all employees based on Company performance. For the years ended December 31, 2008 and 2007, the Company fell short of the stated performance objectives; consequently, no expense related to these plans was recorded. Expense related to these plans was $13.6 million in...

  • Page 73
    ... risk-free rate of 3.19% and no dividend payments. The weighted average grantdate fair value of these options was $7.40. The options issued in January 2008 vest at the end of three years and the options issued in October 2008 vest over three years. Expense is recognized over the service period which...

  • Page 74
    ...option rights under the LTIP for the periods indicated: Weighted Average Exercise Price $ 17.44 17.35 16.66 17.51 17.67 17.49 7.58 11.10 18.44 $ 9.65 7.05 $ 122 2.63 2,883 3.56 14,804 Weighted Average Remaining Contractual Term 4.53 Aggregate Intrinsic Value (In Thousands) $ 17,816 Number of Shares...

  • Page 75
    ... 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 table...

  • Page 76
    ... benefit of the employees. In 2008, substantially all of these shares were issued to the employees. The following table presents the status of the Company's nonvested performance shares for the periods indicated: Weighted-Average Shares Grant-Date (In Thousands) Fair Value Nonvested Shares Nonvested...

  • Page 77
    ... restricted stock units to nonemployee directors. These grants generally vest at the end of the fiscal year in which the grants were made. For the awards granted in 2008, 2007 and 2006, the grant-date fair value of the award was based on the closing market price of the Company's common shares at...

  • Page 78
    ... 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 Canadian NOL...

  • 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
    ...areas. Additionally, the Company limits its exposure to credit risk through performing credit reviews and monitoring the financial strength of its significant accounts. The following estimated fair values of financial instruments have been determined by the Company using available market information...

  • Page 81
    ... public liability and property damage claims, including 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...

  • Page 82
    ... amounts are not discounted. Estimated future payments of Vehicle Insurance Reserves as of December 31, 2008 are as follows (in thousands): 2009 2010 2011 2012 2013 Thereafter Aggregate undiscounted public liability and property damage Effect of discounting Public liability and property damage, net...

  • Page 83
    ..., management makes business and operating decisions on an overall company basis. Included in the consolidated financial statements are the following amounts relating to geographic locations: Year Ended December 31, 2007 (In Thousands) 2008 2006 Revenues: United States Foreign countries $ 1,594...

  • Page 84
    ... and (increase) decrease in fair value of derivatives. Certain reclassifications were made to 2007 financial information to conform to the classifications used in 2008. During the first quarter of 2008, based on a continued decline in the Company's stock price, the Company recorded goodwill...

  • Page 85
    ...permanently reduced the total revolving loan and letter of credit commitment from $340.0 million to $290.0 million. In conjunction with amending the Senior Secured Credit Facilities, the Company amended its asset backed medium term notes to allow it to operate a fleet of up to 100% risk vehicles. On...

  • Page 86
    SCHEDULE II 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...

  • 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
    ... our audit 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 reasonable assurance about whether effective internal control over financial reporting was maintained in all material...

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

  • Page 90
    ...table sets forth certain information for the fiscal year ended December 31, 2008 with respect to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan ("LTIP") under which Common Stock of the Company is authorized for issuance: Number of Securities Remaining Available for Future...

  • Page 91
    ... 120 days after the end of the Company's fiscal year ended 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...

  • Page 92
    ..., 2008, Commission File 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...

  • Page 93
    ... 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 ended September 30, 2001, filed November 13, 2001...

  • Page 94
    ... Assignment of Exchange Agreement dated as of April 16, 2002 by and among Rental Car Finance Corp., Dollar, Thrifty, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended June 30...

  • Page 95
    ... among DTG, DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., Thrifty, Various Financial Institutions named therein, Credit Suisse First Boston, The Bank of Nova Scotia and Dresdner Bank AG, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended...

  • Page 96
    ... 2006 among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647* Note Guaranty Insurance Policy No. AB0981BE issued by Ambac Assurance Corporation to Deutsche Bank...

  • Page 97
    ... Vehicle Lease and Servicing Agreement (Group II) 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 quarterly period ended...

  • Page 98
    ... Vehicle Lease and Servicing Agreement (Group IV) 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 quarterly period ended...

  • Page 99
    ... Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, ABN AMRO Bank N.V., JPMorgan Chase Bank, National Association, BNP Paribas, New York Branch, Mizuho Corporate Bank, Ltd. and Working Capital Management...

  • Page 100
    .... 1-13647* Master Consent Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Thrifty Funding Corp., Deutsche Bank Trust Company Americas, Deutsche Bank AG, New York Branch, JPMorgan Chase Bank, N.A., The Bank of Nova...

  • Page 101
    ... Company Americas** Amendment No. 1 to Amended And Restated Master 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...

  • Page 102
    ..., filed May 28, 1999* Dollar Thrifty Automotive Group, Inc., Executive Option Plan effective June 1, 2002, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended June 30, 2002, filed August 13, 2002, Commission File No. 1-13647* Vehicle Supply Agreement dated as of...

  • Page 103
    ... Stock Units Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable 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...

  • Page 104
    ...the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective February 1, 2006 regarding the amendment and restatement of Appendix C to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan, with Appendix C attached, filed as the same numbered...

  • Page 105
    ... Dollar Thrifty Automotive Group, Inc., Electronic Data Systems Corporation and EDS Information Services L.L.C., filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended September 30, 2006, filed November 8, 2006, Commission File No. 1-13647* Form of Performance Shares...

  • Page 106
    ... with DTG's Form 10-K, filed February 29, 2008, Commission File No. 1-13647* Consent to Action in Lieu of Meeting of the Board of Directors of Dollar Thrifty Automotive Group, Inc. effective January 1, 2008 regarding the amendment to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan...

  • Page 107
    ... Boyer and Dollar Thrifty Automotive Group, Inc. effective and enforceable on December 31, 2007, filed as the same numbered exhibit with DTG's Form 10-Q, filed May 12, 2008, Commission File No. 1-13647* Third Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan, filed...

  • 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 July 10, 2008, Commission File No. 1-13647* Deferral Agreement regarding 2008 annual incentive compensation plan...

  • Page 109
    ... of November 17, 2008 and effective as of November 24, 2008, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party thereto, filed as the same numbered exhibit with DTG's Form 8-K, filed...

  • Page 110
    ... & Sartain LLP regarding Registration Statement on Form S-8, Registration No. 333-89189, filed as the same numbered exhibit with Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan's Form 11-K for the fiscal year ended December 31, 2007, filed June 26, 2008, Commission File No. 1-13647...

  • Page 111
    ...requirements of Section 13 or 15(d) 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. Date: March 3, 2009 DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By: /s/ SCOTT L. THOMPSON Name: Scott L. Thompson...

  • Page 112
    ... Company Americas Amendment No. 1 to Amended and Restated Master 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...

  • Page 113
    ...Company and the applicable employee Vehicle Supply Agreement dated as of February 9, 2009 between Ford Motor Company and DTG... of 2002 Certification by the Chief Financial Officer Pursuant to Section 302 of ... Act of 2002 Certification by the Chief Financial Officer Pursuant to Section 906 of the ...

  • Page 114
    ... Securities and Exchange Commission. These certifications are included as exhibits 31.55 and 31.56 of the Dollar Thrifty Automotive Group, Inc. Annual Report on Form 10-K for the year ended December 31, 2008. New York Stock Exchange Certification As required by the listing standards of the New York...

  • Page 115
    Dollar Thrifty Automotive Group, Inc. 5330 East 31st Street P.O. Box 35985 Tulsa, OK 74153-0985 Telephone: 918.660.7700 www.dtag.com