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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 ( No Fee Required )
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 ( No Fee Required )
For the transition period from ___________ to ________________
Commission file number 1-13647
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
5330 East 31st Street
Tulsa, Oklahoma 74135
(Full Title and the Address of the Plan)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
5330 East 31st Street
Tulsa, Oklahoma 74135
(Name of Issuer of Securities held Pursuant to the Plan
and the Address of its Principal Executive Office)
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REQUIRED INFORMATION
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The following financial statements for the Dollar Thrifty Automotive Group,
Inc. Retirement Savings Plan (the "Plan") are included herein:
1. An audited statement of net assets available for benefits as of the end
of each of the fiscal years ended December 31, 2002 and 2001.
2. An audited statement of changes in net assets available for benefits for
the fiscal years ended December 31, 2002, 2001 and 2000.
2
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001 AND FOR
THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000:
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7 - 11
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 2002:
Schedule H Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year 12
Schedule H Line 4j - Schedule of Reportable Transactions 13
SIGNATURES 14
INDEX TO EXHIBITS 15
3
INDEPENDENT AUDITORS' REPORT
To Dollar Thrifty Automotive Group, Inc.
Retirement Savings Plan
Tulsa, Oklahoma:
We have audited the accompanying statements of net assets available for benefits
of the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan (the
"Plan") as of December 31, 2002 and 2001, and the related statements of changes
in net assets available for benefits for each of the three years in the period
ended December 31, 2002. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for each of
the three years in the period ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 2002 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
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Tulsa, Oklahoma
June 5, 2003
4
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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ASSETS 2002 2001
INVESTMENTS, at fair value $ 42,508,518 $ 42,580,618
RECEIVABLES:
Contributions receivable - employers 68,187 19,793
Contributions receivable - participants 35,165 31,787
Accrued investment income 79,730 60,938
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Total receivables 183,082 112,518
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NET ASSETS AVAILABLE FOR BENEFITS $ 42,691,600 $ 42,693,136
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See notes to financial statements.
5
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
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2002 2001 2000
ADDITIONS TO NET ASSETS:
Contributions:
Participants $ 5,410,759 $ 6,361,964 $ 5,838,616
Employers 3,434,024 2,873,223 2,046,601
Rollovers 190,806 309,853 210,947
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9,035,589 9,545,040 8,096,164
Investment income (loss):
Net appreciation (depreciation) in fair
value of investments (5,412,401) (3,766,280) (1,380,340)
Interest and dividends 717,146 795,005 732,396
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(4,695,255) (2,971,275) (647,944)
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Total additions 4,340,334 6,573,765 7,448,220
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 4,179,865 3,618,718 2,598,295
Administrative expenses 162,005 31,063 15,082
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Total deductions 4,341,870 3,649,781 2,613,377
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NET INCREASE (DECREASE) (1,536) 2,923,984 4,834,843
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 42,693,136 39,769,152 34,934,309
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End of year $ 42,691,600 $ 42,693,136 $ 39,769,152
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See notes to financial statements.
6
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
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1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan ("the
Plan") is a defined contribution plan established for the benefit of
eligible employees of Dollar Thrifty Automotive Group, Inc. ("DTG"),
Thrifty, Inc. and subsidiaries, and Dollar Rent A Car Systems, Inc., which
was renamed DTG Operations, Inc. on December 2, 2002 in connection with
DTG's reorganization, which was effective January 1, 2003, and its
subsidiaries (collectively, the "Companies" or the "Employers"). All
employees of the Companies who have one year of service and have attained
the age of 21 or older are eligible to participate. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
The following description of the Plan is provided for general information
purposes only. Participants should refer to the Plan's Summary Plan
Description or the Plan Agreement for a more complete description of the
Plan's provisions. The terms used herein are as defined in the Plan
document.
Basis of Presentation - The accompanying financial statements have been
prepared on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America. Bank of
Oklahoma, N.A. ("Bank of Oklahoma" or the "Trustee") holds and manages the
assets of the Plan, maintains participant account records and makes
distributions to Plan participants.
Participant Contributions - Participants may make elective contributions,
through payroll deductions, from 1% to 100% of their annual compensation,
as defined in the Plan document and subject to statutory limits.
Participants may direct the investment of all contributions in one or more
investment funds.
Employers Contributions - For each Plan year, the Employers contribute to
the Plan matching contributions determined by the Employers at their
discretion. During 2000, the Employers matched 50% up to 6% of the
employee's eligible compensation, subject to statutory limits. Effective
January 1, 2001, the Employers' match increased to 75% up to 6% of the
employee's eligible compensation with one-third of the match being company
stock. Effective January 1, 2002, the Companies suspended matching of
employee contributions. However, due to improved operating performance, the
Company reinstated the matching provisions in December 2002 and
retroactively matched 100% up to 6% of the employee's eligible compensation
with 50% in cash and 50% in company stock.
Participant Accounts - Each participant's account is credited with the
participant's contribution, the Employers' matching contribution and an
allocation of the Plan's earnings based on units of participation, as
defined in the Plan document. The benefit to which a participant is
entitled is the vested portion of the amount credited to the participant's
account.
Vesting - Participants are fully vested in their voluntary contributions
plus actual earnings thereon. Vesting in the Employers' contributions to
their accounts and earnings thereon is at a rate of 20% for each completed
year of service. However, upon retirement, death or disability,
participants become fully vested in their accounts. Beginning January 1,
2003, as part of the implementation of a "safe harbor contribution", the
majority of the participants immediately vest in 100% of the employer
contributions made after January 1, 2003.
7
Withdrawals, Loans and Benefit Payments - Participants may withdraw amounts
from the vested portion of their accounts for purposes that qualify as
hardships under Section 401(k) of the Internal Revenue Code. Hardship
withdrawals may not exceed the actual expense incurred or to be incurred by
the participant on account of such hardship.
Participants may obtain loans for a minimum of $1,000 from their accounts,
subject to limitations as defined in the Plan document. Participant loans
are evidenced by promissory notes, bear interest and are accounted for as
investments by the Plan. Security for repayment of such loans consists of
the vested portion of the participant's account.
Upon termination of service, participants are entitled to receive either a
lump-sum amount or installment payments equal to the value of the vested
portion of the participant's account. Terminated participants, with vested
account balances in excess of $5,000, may also elect to maintain their
vested account balances within the Plan (no additional contributions are
permitted) until retirement age is reached.
Forfeitures - Participants terminating employment prior to full vesting
forfeit the nonvested portion of the Employers' matching contributions.
Such forfeitures are applied to reduce subsequent contributions from the
Employers or to reduce the Plan's administrative expenses. At December 31,
2002 and 2001, $143,116 and $233,718, respectively, of net assets available
for benefits represented unallocated forfeitures. Such amounts are invested
in the American Performance Cash Management Fund.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value. Shares of registered investment companies are valued
at quoted market prices which represent the net asset value of shares held
by the Plan at year-end. Participant notes receivable are stated at
estimated recoverable amounts.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Investment Options - The following description of the Plan's investment
options is for general purposes only. Participants should refer to the
information provided by Bank of Oklahoma for a more complete description of
the Plan's investment options and their respective underlying investment
vehicles and investment objectives. Participants can invest their
contributions, Employers' matching contributions and rollovers in whole
percentages in the following:
o Dreyfus Appreciation Fund which invests primarily in common stocks of
U.S. and foreign companies.
o INVESCO Balanced Fund which invests primarily in common stocks and
investment grade fixed-income securities. This fund was an investment
option through November 2002.
o SEI Prime Obligation Cash Fund which invests in short term money
market instruments.
o SEI Bond Index Fund which invests in debt obligations issued or
guaranteed by the U.S. government, foreign sovereign governments,
municipalities or international agencies and investment-grade debt
obligations issued by U.S. corporations.
o T. Rowe Price New Horizons Fund which invests in common stocks of
small and mid-capitalization growth companies.
8
o Dollar Thrifty Automotive Group, Inc. Stock Fund which invests in the
common stock of Dollar Thrifty Automotive Group, Inc. with a small
portion (3% -7%) held in cash to facilitate daily transfers.
o Vanguard Institutional Index Fund which invests in common stocks that
comprise the S&P 500 Index.
o Putnam International Growth Fund which invests in a diversified
portfolio of equity securities of companies located mainly outside the
United States.
o Dodge & Cox Balanced Fund which invests in a diversified portfolio of
common stocks, preferred stocks and fixed-income securities. This
investment option became available to Plan participants in November
2002.
o Dodge & Cox Stock Fund which invests in a diversified portfolio of
common stocks. This investment option became available to Plan
participants in the first quarter of 2002.
o William Blair Value Discovery I Fund which invests in equity
securities of small companies. This investment option became available
to Plan participants in the first quarter of 2002.
o TCW Galileo Select Equities I Fund which invests in common stocks of
larger, well-established companies. This investment option became
available to Plan participants in the first quarter of 2002.
Plan Administration Costs - Plan administration costs have been borne by
the Companies, with the exception of $162,005, $31,063 and $15,082 in
administrative expenses paid by the Plan from unallocated forfeitures in
2002, 2001 and 2000, respectively.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of net assets available for benefits and changes
therein. Actual results could differ from those estimates.
9
2. INVESTMENTS
The following table presents investments that represent five percent or
more of the Plan's net assets:
December 31, 2002 December 31, 2001
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Units, Shares Units, Shares
or Principal Fair or Principal Fair
Amount Value Amount Value
Vanguard Institutional Index Fund 105,110 $ 8,456,106 107,795 $ 11,306,642
Dreyfus Appreciation Fund 205,489 6,411,260 200,574 7,625,818
SEI Prime Obligation Cash Fund 5,943,475 5,943,475 5,048,987 5,048,987
Dodge & Cox Balanced Fund 73,213 4,447,710 - -
Dollar Thrifty Automotive
Group, Inc. Stock Fund 190,971 4,039,037 - -
SEI Bond Index Fund 324,828 3,608,843 210,843 2,251,800
T. Rowe Price New Horizons Fund 209,616 3,481,721 203,429 4,603,597
Participant loans 2,666,116 2,666,116 2,446,010 2,446,010
INVESCO Balanced Fund - - 359,532 5,259,948
During the years ended December 31, 2002, 2001 and 2000, the Plan's
investments (including investments bought, sold, and held during the year)
appreciated (depreciated) in fair value as determined by market quotes as
follows:
Years Ended December 31,
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2002 2001 2000
Registered investment companies $ (6,256,527) $ (3,685,699) $ (1,618,111)
Common stock 844,126 (80,581) 237,771
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Net appreciation (depreciation)
in fair value of investments $ (5,412,401) $ (3,766,280) $ (1,380,340)
============ ============ ============
The Plan utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for plan benefits.
During 2001, the one-third match by the Companies in stock was a
nonparticipant-directed investment since the participant was unable to
transfer this amount to other investment options. During 2001, the
contributions were $988,431, the investment loss on these contributions was
$104,147, and distributions were $50,969 for an ending
nonparticipant-directed balance of $833,315. Effective in February 2002,
participants were permitted to transfer this portion of the Companies'
matching contributions to any available investment option.
3. TAX STATUS
The Plan obtained its latest determination letter on February 20, 2003, in
which the Internal Revenue Service ("IRS") stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
As such, they believe the Plan is qualified and the related trust is tax
exempt; therefore, no provision for income taxes has been included in the
Plan's financial statements.
10
During 2001 and 2000, nonexempt prohibited transactions occurred which
involved the submission of employee contributions to the Plan more than 15
business days following the end of the month in which the amounts were
withheld from compensation. The necessary corrective actions have been
taken, including filing of the appropriate forms with the IRS, and these
transactions did not affect the tax-exempt status of the Plan.
4. PLAN TERMINATION
Although they have not expressed any intent to do so, the Employers have
the right under the Plan Agreement to discontinue their contributions at
any time and terminate the Plan subject to provisions of the Plan and
ERISA. In the event of Plan termination, Plan funds would be used solely
for the benefit of the participants and their beneficiaries, as prescribed
by law.
******
11
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE H LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2002
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(c)
(b) Description of Investment Including (e)
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Collateral, (d) Current
(a) Lessor or Similar Party Par or Maturity Value Cost Value
* Bank of Oklahoma, N.A. American Performance Cash Management Fund,
514,213 units $ 514,213 $ 514,213
Dreyfus Corporation Dreyfus Appreciation Fund, 205,489 units 8,280,724 6,411,260
SEI Corporation SEI Prime Obligation Cash Fund, 5,943,475 units 5,943,475 5,943,475
SEI Corporation SEI Bond Index Portfolio, 324,828 units 3,499,335 3,608,843
Vanguard Group Vanguard Institutional Index Fund, 105,110 units 10,416,364 8,456,106
T. Rowe Price Investment Services, Inc. T. Rowe Price New Horizons Fund, 209,616 units 4,655,504 3,481,721
Putnam Investments Putnam International Growth Fund, 90,097 units 1,750,580 1,478,485
* Dollar Thrifty Automotive Group, Inc. Dollar Thrifty Automotive Group, Inc. Stock Fund,
190,971 shares 3,353,364 4,039,037
Dodge & Cox Dodge & Cox Balanced Fund, 73,213 units 4,579,618 4,447,710
Dodge & Cox Dodge & Cox Stock Fund, 9,453 units 877,018 832,325
William Blair & Company William Blair Value Discovery Fund, 31,046 units 566,658 506,355
TCW Group TCW Galileo Select Equities Fund, 10,647 units 132,371 122,872
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44,569,224 39,842,402
* Plan participants Participant loans (1) 2,666,116 2,666,116
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Total investments $ 47,235,340 $ 42,508,518
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* Issuer is a party-in-interest to the Plan.
(1) Individual participant loan balances are not separately disclosed because
of the confidential nature of the loans and because participants are
borrowing funds from their own vested accounts. Interest rates on the
participant loans at December 31, 2002 range from 4.0% to 9.3% with
maturities through November 2017.
12
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2002
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(b) (h)
Description of (f) Current
Transactions Expenses Value of
Including Maturity Incurred in Asset (i)
(a) Date, Rate of Interest, (c) (d) (e) Connection (g) on Net
Identity of Collateral, Par or Purchase Selling Lease with Cost of Transaction Gain
Party Involved Maturity Value Price Price Rental Transaction Asset Date or (Loss)
INVESCO Capital
Management, Inc. INVESCO Balanced Fund N/A $4,351,966 N/A $ - $5,440,985 $4,351,966 $(1,089,019)
Dodge & Cox Dodge & Cox Balanced
Fund $4,351,966 N/A N/A - 4,351,966 4,351,966 -
13
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, Dollar
Thrifty Automotive Group, Inc., as Plan Administrator of the Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan, has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
By: Dollar Thrifty Automotive Group, Inc.
Date: June 27, 2003 By: /s/ STEVEN B. HILDEBRAND
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Name: Steven B. Hildebrand
Title: Executive Vice President and
Chief Financial Officer
14
INDEX TO EXHIBITS
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Exhibit No. Description
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23.19 Consent of Deloitte & Touche LLP regarding Registration Statement
on Form S-8, Registration No. 333-89189
99.11 Certification by the Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15