UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-13647

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		73-1356520 (I.R.S. Employer Identification No.)

5330 East 31st Street
Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)

(918) 660-7700
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes x No o

The number of shares outstanding of the registrant’s Common Stock as of October 31, 2002 was 24,492,903.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

FORM 10-Q

CONTENTS



Page

PART I   -

FINANCIAL INFORMATION

3

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

15

ITEM 3.

QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

23

ITEM 4.

CONTROLS AND PROCEDURES

23

PART II  -

OTHER INFORMATION

23

ITEM 1.

LEGAL PROCEEDINGS

23

ITEM 5.

OTHER INFORMATION

23

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

24

SIGNATURES

25

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

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

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

INDEPENDENT ACCOUNTANTS’ REPORT

To the Board of Directors and Stockholders of Dollar Thrifty Automotive Group, Inc.:

We have reviewed the accompanying consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of September 30, 2002, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 2002 and 2001, and the consolidated statements of cash flows for the nine-month periods ended September 30, 2002 and 2001. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2001, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 8, 2002, except for Note 18, as to which the date is February 26, 2002, we expressed an unqualified opinion on those consolidated financial statements.

DELOITTE & TOUCHE LLP

Tulsa, Oklahoma
October 23, 2002

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

(In Thousands, Except Per Share Data)


				Three Months					Nine Months
				Ended September 30,					Ended September 30,

				2002		2001			2002		2001

			(Unaudited)
REVENUES:
	Vehicle Rentals			$	268,019		$	242,310	$	703,498		$	667,154
	Vehicle leasing				52,653			48,495		127,960			129,927
	Fees and services				15,408			16,467		43,892			44,434
	Other				1,588			675		7,543			7,912

		Total revenues			337,668			307,947		882,893			849,427

COSTS AND EXPENSES:
	Direct vehicle and operating				113,537			110,298		310,234			305,455
	Vehicle depreciation and lease charges, net				119,242			113,532		284,034			285,727
	Selling, general and administrative				43,803			40,994		134,438			130,001
	Interest expense, net of interest income				27,066			26,923		70,344			70,093
	Amortization of goodwill				-			1,544		-			4,633

		Total costs and expenses			303,648			293,291		799,050			795,909

INCOME BEFORE INCOME TAXES					34,020			14,656		83,843			53,518

INCOME TAX EXPENSE					12,813			8,618		32,963			25,854

NET INCOME				$	21,207		$	6,038	$	50,880		$	27,664

EARNINGS PER SHARE:
	Basic			$	0.87		$	0.25	$	2.10		$	1.15

	Diluted			$	0.85		$	0.25	$	2.05		$	1.13

See notes to consolidated financial statements.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

(In Thousands, Except Share and Per Share Data)


		September 30,			December 31,
		2002			2001

		(Unaudited)
ASSETS:
Cash and cash equivalents		$	109,956		$	37,532
Restricted cash and investments			354,988			48,090
Receivables, net			206,214			197,224
Prepaid expenses and other assets			66,925			64,946
Revenue-earning vehicles, net			2,211,624			1,525,553
Property and equipment, net			90,910			100,587
Income taxes receivable			53,678			8,149
Software, net			16,138			16,552
Goodwill, net			165,113			165,059

		$	3,275,546		$	2,163,692

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable		$	39,505		$	25,741
Accrued liabilities			183,488			112,626
Deferred income tax liability			131,048			22,132
Public liability and property damage			37,689			23,139
Debt and other obligations			2,384,934			1,516,733

	Total liabilities		2,776,664			1,700,371

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:
Preferred stock, $.01 par value: Authorized 10,000,000 shares; none outstanding			-			-
Common stock, $.01 par value: Authorized 50,000,000 shares; issued and outstanding 24,492,670 and 24,310,816, respectively			245			243
Additional capital			712,069			708,962
Accumulated deficit			(186,738	)		(237,618	)
Accumulated other comprehensive loss			(26,694	)		(8,266	)

	Total stockholders’ equity		498,882			463,321

		$	3,275,546		$	2,163,692

See notes to consolidated financial statements.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

(In Thousands)


					Nine Months
					Ended September 30,

					2002				2001

					(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income						$	50,880			$	27,664
Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation:
			Vehicle depreciation				288,437				278,785
			Non-vehicle depreciation				10,843				9,726
		Net gains from disposition of revenue-earning vehicles					(10,386	)			(12,230	)
		Amortization					3,305				7,249
		Common stock option transactions					-				30
		Net losses from sale of property					132				-
		Provision for losses on receivables					6,391				19,321
		Deferred income taxes					120,494				15,512
		Change in assets and liabilities, net of acquisitions:
			Income taxes payable/receivable				(45,529	)			3,219
			Receivables				58,263				49,250
			Prepaid expenses and other assets				3,259				(3,883	)
			Accounts payable and accrued liabilities				54,481				(32,798	)
			Public liability and property damage				14,550				(11,655	)
			Other				64				(372	)

				Net cash provided by operating activities			555,184				349,818

CASH FLOWS FROM INVESTING ACTIVITIES:
Revenue-earning vehicles:
	Purchases						(2,725,625	)			(2,339,743	)
	Proceeds from sales						1,688,062				1,607,339
Net change in restricted cash and investments							(306,898	)			(156,398	)
Property, equipment and software:
	Purchases						(4,235	)			(26,368	)
	Proceeds from sales						35				483
Acquisition of businesses, net of cash acquired							(38	)			(2,153	)

				Net cash used in investing activities		$	(1,348,699	)		$	(916,840	)

(Continued)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

(In Thousands)


			Nine Months
			Ended September 30,

			2002				2001

			(Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES:
Debt and other obligations:
	Proceeds			$	5,668,265			$	6,737,900
	Payments				(4,800,162	)			(6,151,166	)
Issuance of common shares					3,109				1,771
Purchase of common stock for treasury					-				(3,615	)
Financing issue costs					(5,273	)			(5,107	)

		Net cash provided by financing activities			865,939				579,783

CHANGE IN CASH AND CASH EQUIVALENTS					72,424				12,761

CASH AND CASH EQUIVALENTS:
Beginning of period					37,532				38,493

End of period				$	109,956			$	51,254

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
	Direct financing and sales-type receivables			$	73,618			$	39,528

	Deferred income on sales-type lease receivables			$	177			$	224

	Acquisition of franchises			$	-			$	422

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for (refund of) income taxes to (from) taxing authorities			$	(42,343	)		$	6,686

See notes to consolidated financial statements.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of Dollar Thrifty Automotive Group, Inc. ("DTG") and its subsidiaries. DTG's significant wholly owned subsidiaries include Dollar Rent A Car Systems, Inc. ("Dollar") and Thrifty, Inc. Thrifty, Inc. is the parent company to Thrifty Car Sales, Inc. and Thrifty Rent-A-Car System, Inc. which is the parent company to Thrifty Canada Ltd. ("TCL") (individually and collectively referred to as "Thrifty"). The term the "Company" is used to refer to DTG and subsidiaries, individually or collectively, as the context may require.

The accounting policies set forth in Note 2 to the consolidated financial statements contained in the Form 10-K filed with the Securities Exchange Commission on March 20, 2002 have been followed in preparing the accompanying consolidated financial statements.

The consolidated financial statements and notes thereto for the interim periods included herein have not been audited by independent public accountants. In the Company’s opinion, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods have been made. Results for interim periods are not necessarily indicative of results for a full year.

Certain reclassifications have been made in the three-month and nine-month periods ended September 30, 2001 consolidated financial statements to conform to the classifications used in the three-month and nine-month periods ended September 30, 2002 financial statements.

2. VEHICLE DEPRECIATION AND LEASE CHARGES, NET

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


	Three Months					Nine Months
	Ended September 30,					Ended September 30,

	2002		2001			2002		2001

Depreciation of revenue-earning vehicles, net	$	116,715		$	108,853	$	278,051		$	266,555
Rents paid for vehicles leased		2,527			4,679		5,983			19,172

	$	119,242		$	113,532	$	284,034		$	285,727

3. EARNINGS PER SHARE

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

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


		Three Months					Nine Months
		Ended September 30,					Ended September 30,

		2002		2001			2002		2001

Net income		$	21,207		$	6,038	$	50,880		$	27,664

Basic EPS:
	Weighted average common shares		24,328,726			24,125,092		24,247,140			24,095,401


Basic EPS		$	0.87		$	0.25	$	2.10		$	1.15


Diluted EPS:
	Weighted average common shares		24,328,726			24,125,092		24,247,140			24,095,401

Shares contingently issuable:
	Stock options		295,124			155,934		300,118			257,161
	Performance awards		120,300			-		120,300			-
	Shares held for compensation plans		163,521			168,734		165,138			153,084
	Director compensation shares deferred		48,203			32,966		45,306			28,771

Shares applicable to diluted			24,955,874			24,482,726		24,878,002			24,534,417

Diluted EPS		$	0.85		$	0.25	$	2.05		$	1.13

At September 30, 2002 and 2001, options to purchase 1,048,300 and 1,080,642 shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares.

4. RECEIVABLES

Receivables consist of the following:


	September 30,			December 31,
	2002			2001

Trade accounts receivable	$	101,615		$	91,623
Notes receivable		6,298			6,662
Financing receivables, net		76,135			44,227
Due from DaimlerChrysler		47,602			78,967

		231,650			221,479
Less: Allowance for doubtful accounts		(25,436	)		(24,255	)

	$	206,214		$	197,224

Trade accounts and notes receivable include primarily amounts due from franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business, accrued revenue on open rental contracts and amounts due from the sale of revenue-earning vehicles. Notes receivable are generally accepted from certain franchisees at current market interest rates with varying maturities and are generally backed by personal guaranties.

Financing receivables arise from direct financing and sales-type leases of vehicles with franchisees. These receivables principally have terms up to one year and are collateralized by the vehicles.

Due from DaimlerChrysler is comprised primarily of amounts due under various incentive and promotion programs.

5. GOODWILL

In June 2001, the Financial Accounting Standards Board (“FASB”) approved the issuance of Statement of Financial Accounting Standard (“SFAS”) No. 141, “Business Combinations”, and SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. Effective January 1, 2002, SFAS No. 142 requires that goodwill no longer be amortized, but instead tested for impairment at least annually. SFAS No. 142 also requires recognized intangible assets to be amortized over their respective estimated useful lives and reviewed for impairment. Any recognized intangible asset determined to have an indefinite useful life will not be amortized, but instead tested for impairment in accordance with the standard until its life is determined to no longer be indefinite.

The Company adopted the provisions of SFAS No. 141 and SFAS No. 142 as required on January 1, 2002, with the exception of the earlier adoption of the requirement to use the purchase method of accounting for all business combinations initiated after June 30, 2001. On January 1, 2002, the Company ceased amortization of goodwill. During the first quarter of 2002, the Company completed its transitional goodwill impairment test in accordance with SFAS No. 142 for each reporting unit as of January 1, 2002, and determined that the fair values of the reporting units exceeded their respective carrying amounts. Accordingly, the initial implementation of this standard did not result in an impairment of goodwill. Additionally, during the second quarter of 2002, the Company completed the annual impairment test of goodwill for 2002 and determined that the fair values of the reporting units exceeded their respective carrying amounts and goodwill continues not to be impaired. The Company will continue to perform annual impairment testing during the second quarter of each year, and interim testing will be performed should an event occur or circumstances indicate that the carrying amount of goodwill may be impaired.

The changes in the carrying amount of goodwill for the nine months ended September 30, 2002, are as follows (in thousands):

Reporting Units

Dollar Thrifty Other Total

Balance as of January 1, 2002
$ 132,365 $ 32,694 $ - $ 165,059

Goodwill through acquisitions during year
50 - - 50

Effect of change in rates used for
foreign currency translation
- 4 - 4

Balance as of September 30, 2002
$ 132,415 $ 32,698 $ - $ 165,113

The following table provides the comparable effects of adoption of SFAS No. 142 (in thousands, except per share data):


		Three Months					Nine Months
		Ended September 30,					Ended September 30,

		2002		2001			2002		2001

Reported net income		$	21,207		$	6,038	$	50,880		$	27,664
Add back: goodwill amortization, net of income tax expense			-			1,357		-			4,172

Adjusted net income		$	21,207		$	7,395	$	50,880		$	31,836

Basic earnings per share:
	Reported net income	$	0.87		$	0.25	$	2.10		$	1.15
	Goodwill amortization, net of income tax expense		-			0.06		-			0.17

	Adjusted net income	$	0.87		$	0.31	$	2.10		$	1.32

Diluted earnings per share:
	Reported net income	$	0.85		$	0.25	$	2.05		$	1.13
	Goodwill amortization, net of income tax expense		-			0.06		-			0.17

	Adjusted net income	$	0.85		$	0.31	$	2.05		$	1.30

6. DEBT AND OTHER OBLIGATIONS

Debt and other obligations as of September 30, 2002 and December 31, 2001 consist of the following (in thousands):


		September 30,		December 31,
		2002		2001

Vehicle Debt and Obligations:
Asset backed notes, net of discount		$	1,481,664	$	1,199,721
Conduit			375,000		-
Commercial paper, net of discount			167,622		128,271
Vehicle manufacturers lines of credit			203,757		113,086
Limited partner interest in limited partnership			78,692		51,442
Other vehicle debt			78,199		24,213

	Total debt and other obligations	$	2,384,934	$	1,516,733

Prior to December 31, 2001, the Company received a waiver from compliance with certain of its financial covenants through January 31, 2002 under the Revolving Credit Facility (the “Revolver”). In early January 2002, the Company completed an amendment and waiver affecting certain of its financial covenants through January 2003, which included limiting expenditures for non-vehicle capital assets and for franchise acquisitions and the usage of the Revolver to a maximum of $190 million during the amendment and waiver period. The Company had letters of credit outstanding under the Revolver of approximately $167.6 million and no working capital borrowings at September 30, 2002.

On January 31, 2002, the Variable Funding Note Purchase Facility (the “Conduit”) was renewed to December 12, 2002 at a maximum capacity of $275 million. On April 16, 2002 and August 19, 2002, additional banks entered into the Conduit, increasing the available financing from $275 million to $375 million.

On February 26, 2002, the Commercial Paper Program was renewed for another 364-day period at a maximum size of $589 million backed by a renewal of the Liquidity Facility, in the amount of $522 million.

On April 15, 2002, the Company’s $25 million bank vehicle lines of credit were increased to $75 million, which bear interest at rates based on LIBOR and are renewable annually.

On June 4, 2002, Rental Car Finance Corp. (a consolidated special purpose financing subsidiary) issued $350 million of asset backed notes (the “2002 Series Notes”) to replace maturing asset backed notes and provide for growth in the Company’s fleet. The 2002 Series Notes are floating rate notes that have a term of three years. In conjunction with the issuance of the 2002 Series Notes, the Company also entered into an interest rate swap agreement to convert one-half of this floating rate debt to fixed rate debt (Note 7).

On June 7, 2002, the Company entered into a $150 million vehicle line of credit with a finance subsidiary of another vehicle manufacturer, which bears interest at rates based on the Prime interest rate.

On June 27, 2002, the Company’s vehicle line of credit up to $15 million was extended and will expire on November 30, 2002. As permitted under the agreement, the Company will continue to make principal and interest payments on the outstanding debt until paid off in November 2003.

On July 24, 2002, the Company completed the annual renewal of a $140 million vehicle line of credit with a finance subsidiary of a vehicle manufacturer.

7. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in interest rates. Consequently, the Company manages the financial exposure as part of its risk management program, by striving to reduce the potentially adverse effects that the volatility of the financial markets may have on the Company’s operating results. During March 2001, the Company entered into an interest rate swap agreement (“2001 Swap”) to convert the variable interest rate on $350 million of asset backed notes to a fixed interest rate. The 2001 Swap, which terminates in April 2006, constitutes a cash flow hedge and satisfies the criteria for hedge accounting. During June 2002, the Company entered into an interest rate swap agreement (“2002 Swap”) to convert the variable interest rate on $175 million of asset backed notes to a fixed interest rate. The 2002 Swap, which terminates in August 2005, constitutes a cash flow hedge and satisfies the criteria for hedge accounting. The Company reflects these swaps in its statement of financial position as liabilities at fair market value, which was approximately $41.2 million at September 30, 2002 (Note 9). Deferred gains and losses are recognized in earnings as an adjustment to interest expense over the same period in which the related interest payments being hedged are recognized to earnings. The Company is unable to reasonably estimate the net amount of the existing deferred income or loss at September 30, 2002 that is expected to be reclassified into earnings within the next twelve months.

8. BUSINESS SEGMENTS

The Company has two reportable segments, Dollar and Thrifty. These reportable segments are strategic business units that offer different products and services. They are managed separately based on the fundamental differences in their operations. The contributions of these segments to revenues and income before income taxes are summarized below (in thousands):


For the Three Months
Ended September 30, 2002	Dollar		Thrifty			Other			Total


Revenues	$	236,560	$	101,468		$	(360	)	$	337,668
Income before income taxes	$	21,358	$	12,637		$	25		$	34,020

For the Three Months
Ended September 30, 2001	Dollar		Thrifty			Other			Total


Revenues	$	231,926	$	76,374		$	(353	)	$	307,947
Income before income taxes	$	15,773	$	(1,133	)	$	16		$	14,656

For the Nine Months

Ended September 30, 2002
Dollar Thrifty Other Total

Revenues
$ 636,788 $ 245,929 $ 176 $ 882,893

Income before income taxes
$ 64,381 $ 19,437 $ 25 $ 83,843

For the Nine Months

Ended September 30, 2001
Dollar Thrifty Other Total

Revenues
$ 647,602 $ 201,804 $ 21 $ 849,427

Income before income taxes
$ 47,899 $ 5,619 $ - $ 53,518

9. COMPREHENSIVE INCOME

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


	Three Months							Nine Months
	Ended September 30,							Ended September 30,

	2002			2001				2002			2001

Net income	$	21,207			$	6,038		$	50,880			$	27,664

Interest rate swap loss		(12,816	)			(11,530	)		(18,398	)			(10,909	)
Foreign currency translation adjustment		(431	)			(379	)		(30	)			(498	)

Comprehensive income (loss)	$	7,960			$	(5,871	)	$	32,452			$	16,257

10. CONTINGENCIES

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

*******

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DTG owns two separate vehicle rental companies, Dollar and Thrifty. DTG, Dollar, Thrifty and each of their subsidiaries are individually or collectively referred to herein as the "Company", as the context may require. The majority of Dollar's revenue is derived from renting vehicles to customers from company-owned stores, while the majority of Thrifty's revenue is generated from leasing vehicles and providing services to franchisees.

Results of Operations

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


			Three Months						Nine Months
			Ended September 30,						Ended September 30,

			2002			2001			2002			2001

						(Percentage of Revenue)
REVENUES:
	Vehicle Rentals			79.4	%		78.7	%		79.7	%		78.5	%
	Vehicle leasing			15.6			15.7			14.5			15.3
	Fees and services			4.6			5.4			5.0			5.2
	Other			0.4			0.2			0.8			1.0

		Total revenues		100.0			100.0			100.0			100.0

COSTS AND EXPENSES:
	Direct vehicle and operating			33.6			35.8			35.1			36.0
	Vehicle depreciation and lease charges, net			35.3			36.9			32.2			33.6
	Selling, general and administrative			13.0			13.3			15.2			15.3
	Interest expense, net of interest income			8.0			8.7			8.0			8.3
	Amortization of Goodwill			-			0.5			-			0.5

		Total costs and expenses		89.9			95.2			90.5			93.7

INCOME BEFORE INCOME TAXES				10.1			4.8			9.5			6.3

INCOME TAX EXPENSE				3.8			2.8			3.7			3.0

NET INCOME				6.3	%		2.0	%		5.8	%		3.3	%

The Company's major sources of revenue are as follows:


			Three Months					Nine Months
			Ended September 30,					Ended September 30,

			2002		2001			2002		2001

					(In Thousands)
Vehicle rental revenue:
	Dollar		$	229,133		$	219,934	$	614,311		$	615,840
	Thrifty			38,886			22,376		89,187			51,314

		Total	$	268,019		$	242,310	$	703,498		$	667,154

Vehicle leasing revenue:
	Dollar		$	3,763		$	6,380	$	8,831		$	15,579
	Thrifty			48,890			42,115		119,129			114,348

		Total	$	52,653		$	48,495	$	127,960		$	129,927

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


	Three Months					Nine Months
	Ended September 30,					Ended September 30,

U.S. and Canada	2002		2001			2002		2001

Vehicle Rental Data:
(Company-Owned Stores)
Average number of vehicles operated		80,968			79,813		71,354			73,757
Number of rental days		6,266,441			6,027,256		16,334,496			16,614,709
Average revenue per day	$	42.77		$	40.20	$	43.07		$	40.15
Monthly average revenue per vehicle	$	1,103		$	1,012	$	1,095		$	1,005

Vehicle Leasing Data:
Average number of vehicles leased		37,695			36,253		31,238			31,839
Monthly average revenue per vehicle	$	466		$	446	$	455		$	453

Three Months Ended September 30, 2002 Compared with Three Months Ended September 30, 2001

During the third quarter, travel industry conditions improved only slightly, with airline enplanements down approximately 10% below last year in July and August, but increasing 28% over last year in September due to the significant decline last year following September 11. The rental car industry has reduced capacity due to weaker demand and financial difficulties faced by some of the Company's competitors. These conditions have resulted in increased rental rates.

Revenues

Total revenues for the quarter ended September 30, 2002 increased $29.7 million, or 9.7%, to $337.7 million compared to the third quarter of 2001. The increase in total revenue was primarily due to a 10.6% increase in vehicle rental revenue and a 8.6% increase in vehicle leasing revenue partially offset by a 6.4% decrease in fees and services revenue.

The Company's vehicle rental revenue for the third quarter of 2002 was $268.0 million, a $25.7 million increase ($16.5 million increase at Thrifty and a $9.2 million increase at Dollar) from the third quarter of 2001. The increase in vehicle rental revenue at Thrifty was due to the shift of several locations from franchised operations to corporate operations. Generally, Thrifty does not plan to offer its corporate operations for refranchising. The increase in vehicle rental revenue at Dollar was the result of a 7.0% increase in revenue per day, partially offset by a 2.6% reduction in rental days.

Vehicle leasing revenue for the third quarter of 2002 was $52.7 million, a $4.2 million increase ($6.8 million increase at Thrifty and a $2.6 million decrease at Dollar) from the third quarter of 2001. This increase was due to an increase in the average number of vehicles leased to franchisees and a 4.5% increase in the average lease rate. The average number of vehicles leased to franchisees was negatively impacted by the shift of several locations from franchised operations to corporate operations.

Fees and services revenue was $15.4 million, a $1.1 million decrease from the third quarter of 2001. This decline was due to a $2.7 million decrease at Dollar partially offset by a $1.6 million increase at Thrifty.

Expenses

Total expenses increased 3.5% from $293.3 million in the third quarter of 2001 to $303.6 million in the third quarter of 2002. This increase was due primarily to an $11.3 million, or 14.6% increase at Thrifty offset by a $1.0 million, or 0.4% decrease at Dollar. Total expenses as a percentage of revenue decreased to 89.9% in 2002 from 95.2% in 2001.

Direct vehicle and operating expenses for the third quarter of 2002 increased $3.2 million, or 2.9%, over the 2001 third quarter, comprised of a $2.5 million increase at Dollar and a $0.7 million increase at Thrifty. The increase was primarily due to higher costs related to the operation of additional corporate stores that were previously operated by franchisees at both Dollar and Thrifty and to higher insurance costs, partially offset by lower vehicle related costs at Dollar and reduced bad debt expenses related to franchisee receivables at Thrifty.

Net vehicle depreciation expense and lease charges increased $5.7 million, or 5.0%, in the third quarter of 2002 as compared to the third quarter of 2001, consisting of a $7.3 million increase at Thrifty offset by a $1.6 million decrease at Dollar. Vehicle depreciation expense increased $4.5 million, or 4.0%, due to a 3.4% increase in depreciable fleet and a slight increase in the average depreciation rate. Net vehicle losses on the disposal of non-program vehicles were $1.0 million for the third quarter of 2002 compared to net vehicle gains of $2.4 million for the third quarter of 2001 due primarily to industry-wide lower used car prices. Used car prices continue to be adversely impacted by the re-introduction of zero percent financing for retail sales of new vehicles by auto manufacturers. Lease charges for vehicles leased from third parties decreased $2.2 million to $2.5 million for the third quarter of 2002, due to a decrease in the number of vehicles leased.

Selling, general and administrative expenses of $43.8 million for the third quarter of 2002 increased 6.9% from $41.0 million in the third quarter of 2001 comprised of a $2.2 million increase at Thrifty and a $0.6 million increase at Dollar. This increase was due primarily to higher accruals for incentive compensation plans, partially offset by savings from staff reductions in the fourth quarter of 2001 and other general and administrative expenses.

Net interest expense increased $0.1 million primarily due to higher letter of credit fees and higher average vehicle debt, partially offset by lower interest rates in the third quarter of 2002 as compared to the third quarter of 2001.

Amortization of goodwill was discontinued effective January 1, 2002, due to the implementation of SFAS No. 142, resulting in no goodwill amortization expense being recorded for the three months ended September 30, 2002 compared to $1.5 million for the three months ended September 30, 2001.

The effective tax rate for the third quarter of 2002 was 37.7% compared to 58.8% for the third quarter of 2001. During the third quarter of 2001, the Company revised its 2001 estimated tax rate due to lower U.S. pretax income. The effective tax rate differs from the U.S. statutory rate for 2002 due primarily to state and local taxes.

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

Operating Results

Income before income taxes increased $19.4 million, or 132.1% to $34.0 million for the third quarter of 2002. This increase consisted of a $5.6 million increase at Dollar and a $13.8 million increase at Thrifty.

Nine Months Ended September 30, 2002 Compared with Nine Months Ended September 30, 2001

Revenues

Total revenues for the nine months ended September 30, 2002 increased $33.5 million, or 3.9%, to $882.9 million compared to the nine months ended September 30, 2001. The growth in total revenue was due to an increase in vehicle rental revenue of 5.4%, partially offset by a 1.5% decrease in vehicle leasing revenue and a 1.2% decrease in fees and services revenue.

The Company's vehicle rental revenue for the nine months ended September 30, 2002 was $703.5 million, a $36.3 million increase (a $37.8 million increase at Thrifty offset by a $1.5 million decrease at Dollar) from the nine months ended September 30, 2001. The growth in vehicle rental revenue at Thrifty was the result of the shift of several locations from franchised operations to corporate operations. The decline in vehicle rental revenue at Dollar was the result of a 7.4% decrease in rental days, partially offset by a 7.7% increase in revenue per day.

Vehicle leasing revenue for the nine months ended September 30, 2002 was $128.0 million, a $2.0 million decrease (a decrease of $6.7 million at Dollar partially offset by a $4.7 million increase at Thrifty) from the nine months ended September 30, 2001. This decline in vehicle leasing revenue was due to a 1.9% decline in the average lease fleet primarily related to the shift of several locations from franchised operations to corporate operations, partially offset by a 0.4% increase in the average lease rate.

Fees and services revenue was $43.9 million, a $0.5 million decrease from the same period in 2001. This decrease was due to a $3.4 million decrease at Dollar offset by a $2.9 million increase at Thrifty.

Expenses

Total expenses increased 0.4% from $795.9 million for the nine months ended September 30, 2001 to $799.1 million for the nine months ended September 30, 2002. This increase was due primarily to a $30.3 million, or 15.4% increase at Thrifty offset by a $27.3 million, or 4.6% decrease at Dollar. Total expenses as a percentage of revenue declined to 90.5% in 2002 from 93.7% in 2001.

Direct vehicle and operating expenses for the nine months ended September 30, 2002 increased $4.8 million, or 1.6%, compared to the nine months ended September 30, 2001, comprised of a $5.7 million increase at Thrifty offset by a $0.9 million decrease at Dollar. The increase was primarily due to higher costs related to the operation of additional corporate stores that were previously operated by franchisees at both Dollar and Thrifty and to higher insurance costs, partially offset by lower vehicle related costs at Dollar and reduced bad debt expenses related to franchisee receivables at Thrifty.

Net vehicle depreciation expense and lease charges decreased $1.7 million, or 0.6%, during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001, consisting of a $18.7 million decrease at Dollar offset by a $17.0 million increase at Thrifty. Lease charges for vehicles leased from third parties decreased $13.2 million due to a decrease in the number of vehicles leased in the nine months ended September 30, 2002. Vehicle depreciation expense increased $9.7 million, or 3.5%, principally due to a 2.2% increase in the average depreciation rate. Net vehicle gains on the disposal of non-program vehicles were $10.4 million for the nine months ended September 30, 2002 and $12.2 million for the nine months ended September 30, 2001.

Selling, general and administrative expenses of $134.4 million for 2002 increased 3.4% from $130.0 million in 2001, comprised primarily of a $6.1 million increase at Thrifty offset by a $1.8 million decrease at Dollar. This increase was due primarily to higher accruals for incentive compensation plans, partially offset by savings from staff reductions in the fourth quarter of 2001 and lower sales and marketing and other general and administrative expenses.

Net interest expense increased $0.3 million, or 0.4%, to $70.3 million for the nine months ended September 30, 2002 primarily due to higher letter of credit fees and higher average vehicle debt, substantially offset by lower interest rates.

For the nine months ended September 30, 2002, no goodwill amortization expense was recorded compared to $4.6 million for the period ended September 30, 2001, due to the implementation of SFAS No. 142 effective January 1, 2002.

The effective tax rate for the nine months ended September 30, 2002 was 39.3% compared to 48.3% for the nine months ended September 30, 2001. This decrease was due to a change in the relationship between permanent differences, including goodwill amortization, and Canadian operations to income before income taxes. For the nine months ended September 30, 2002, the effective tax rate differs from the U.S. statutory rate due primarily to state and local taxes and losses relating to TCL for which no benefit was recorded.

Operating Results

The Company had income before income taxes of $83.8 million for the nine months ended September 30, 2002 as compared to $53.5 million for the nine months ended September 30, 2001, a 56.7% increase. This increase consisted of a $16.5 million increase at Dollar and a $13.8 million increase at Thrifty.

Seasonality

The Company's business is subject to seasonal variations in customer demand, with the summer vacation period representing the peak season for vehicle rental. During the peak season, the Company increases its rental fleet and workforce to accommodate increased rental activity. As a result, any occurrence that disrupts travel patterns during the summer period could have a material adverse effect on the annual performance of the Company. The first and fourth quarters for the Company's rental operations are generally the weakest, when there is limited leisure travel and a greater potential for adverse weather conditions. Many of the operating expenses such as rent, general insurance and administrative personnel are fixed and cannot be reduced during periods of decreased rental demand.

Liquidity and Capital Resources

The Company's primary cash requirements are for the acquisition of revenue-earning vehicles and to fund its U.S. and Canadian operations. For the nine months ended September 30, 2002, cash provided by operating activities was $555.2 million.

Cash used in investing activities was $1.3 billion. The principal use of cash in investing activities was the purchase of revenue-earning vehicles, which totaled $2.7 billion ($1.6 billion at Dollar and $1.1 billion at Thrifty) which was partially offset by $1.7 billion ($1.1 billion at Dollar and $600 million at Thrifty) in proceeds from the sale of used revenue-earning vehicles. The Company's need for cash to finance vehicles is highly seasonal and typically peaks in the second and third quarters of the year when fleet levels build to meet seasonal rental demand. The Company expects to continue to fund its revenue-earning vehicles with cash provided from operations and increased secured vehicle financing. The Company also used cash for non-vehicle capital expenditures of $4.2 million. These expenditures consisted primarily of airport facility improvements for the Company's rental locations and investments in information technology equipment and systems.

Cash received in financing activities was $865.9 million primarily resulting from the issuance of $350 million in asset backed notes in June 2002, issuance of $375 million under the Conduit facility and an increase of approximately $200 million in various vehicle lines of credit, partially reduced by the maturity of asset backed notes totaling $68 million.

In March of 2002, Congress passed the Job Creation and Worker Assistance Act of 2002 ("the Act"), which includes a provision allowing bonus depreciation on certain depreciable assets acquired after September 10, 2001 and before September 11, 2004, which significantly increases the amount of tax basis depreciation that can be claimed on the Company's tax return. The Company estimates this will effectively eliminate the payment of cash income taxes through 2004 and will allow it to carry back these benefits to obtain refunds of taxes paid in prior years, of which approximately $43.2 million has been received this year. Also during 2002, the Company utilized a like-kind exchange program for its vehicles whereby tax basis gains on disposal of eligible revenue-earning vehicles are deferred (the "Like-Kind Exchange Program"). To qualify for Like-Kind Exchange Program treatment, the Company exchanges (through a qualified intermediary) vehicles being disposed of with vehicles being purchased, thus, allowing the Company to carry-over the tax basis of vehicles sold to replacement vehicles, with certain adjustments. The Act improves the Company's liquidity position by increasing cash and cash equivalents due to significantly reduced cash required for tax payments and from refunds of taxes paid in prior years. The Like-Kind Exchange Program will significantly increase the amount of cash and investments restricted exclusively for the purchase of replacement vehicles, especially during seasonally reduced fleet periods. At September 30, 2002, restricted cash and investments totaled $355.0 million, increasing $306.9 million for the nine months ended September 30, 2002. Restricted cash and investments are restricted for the acquisition of revenue-earning vehicles and other specified uses as defined under the asset backed note program, the Canadian fleet securitization partnership program and the Like-Kind Exchange Program.

The Company has significant requirements for surety bonds and letters of credit to support its insurance programs and airport concession commitments. The Company has increased the use of letters of credit because of the limited availability of surety bond capacity in the insurance industry. At September 30, 2002, insurance companies had issued approximately $43.6 million in surety bonds to secure these obligations.

Asset Backed Notes and Conduit

The asset backed note program at September 30, 2002 was comprised of $1.48 billion in asset backed notes with maturities ranging from 2002 to 2006. Borrowings under the asset backed notes are secured by eligible vehicle collateral. Asset backed notes totaling $1.27 billion bear interest at fixed rates ranging from 4.77% to 7.10%, including the 2001 Series Notes of $350 million and one-half of the 2002 Series Notes of $350 million, which are floating rate notes swapped to fixed rates. Asset backed notes totaling $208.4 million bear interest at floating rates ranging from LIBOR plus 0.64% to LIBOR plus 1.05%. At September 30, 2002, the Company had $375 million outstanding under its Conduit facility.

Commercial Paper Program and Liquidity Facility

Effective February 26, 2002, the Commercial Paper Program was renewed for another 364-day period at a maximum size of $589 million, backed by a renewal of the Liquidity Facility in the amount of $522 million. The Commercial Paper Program and the Liquidity Facility are renewable annually. Borrowings under the Commercial Paper Program are secured by eligible vehicle collateral and bear interest based on market-dictated commercial paper rates. At September 30, 2002, the Company had $167.6 million in commercial paper outstanding.

Other Obligations and Vehicle Debt

At September 30, 2002, vehicle manufacturers lines of credit included borrowings of $203.8 million, which is collateralized by the related vehicles.

Thrifty has financed its Canadian vehicle fleet through a five-year fleet securitization partnership program, which began in February 1999. The accounts of this partnership are appropriately consolidated with the Company. Under this program, Thrifty can obtain vehicle financing up to CND$150 million funded through an unrelated bank commercial paper conduit. At September 30, 2002, Thrifty had approximately CND$124.9 million (US$78.7 million) funded under this program.

At September 30, 2002, the Company had borrowings of $60.5 million under $75 million of bank vehicle lines of credit, which are collateralized by the vehicles financed under the facilities. These lines of credit bear interest at rates based on LIBOR and are renewable annually. In addition, the Company had borrowings of $12.4 million at September 30, 2002, under a $15 million revolving line of credit from a bank that bears interest at rates based on LIBOR and is collateralized by the related vehicles. This line of credit expires on November 30, 2002, followed by a one year amortization period. Also included in other vehicle debt are borrowings of $5.0 million outstanding under a line of credit used to support Thrifty's investment in the Canadian fleet securitization partnership and $0.3 million, which is collateralized by shuttle buses.

Revolving Credit Facility

The Company has a $215 million five-year, senior secured, revolving credit facility (the "Revolving Credit Facility") that expires in August 2005. The Revolving Credit Facility is used to provide letters of credit with a sublimit of $190 million and cash for operating activities with a sublimit of $70 million. Prior to December 31, 2001, the Company received a waiver from compliance with certain of its financial covenants through January 31, 2002. In early January 2002, the Company completed an amendment and waiver affecting certain of its financial covenants through January 2003, which included limiting expenditures for non-vehicle capital assets and for franchise acquisitions and the usage of the Revolving Credit Facility to a maximum of $190 million during the amendment and waiver period. The Company had letters of credit outstanding under the Revolving Credit Facility of approximately $167.6 million and no working capital borrowings at September 30, 2002. The Company has increased the use of letters of credit to support insurance programs, interest rate swaps and asset backed vehicle financing programs.

DaimlerChrysler Credit Support

DaimlerChrysler Corporation ("DaimlerChrysler") currently provides $5.7 million of credit support for the Company's vehicle fleet financing in the form of a letter of credit facility, related to DaimlerChrysler's sale of the Company in December 1997. The letter of credit expires December 23, 2002. The Company will need to replace the remaining letter of credit amount with cash from operations or with borrowings or letters of credit under the Revolving Credit Facility. To secure reimbursement obligations under the DaimlerChrysler credit support agreement, DaimlerChrysler has liens and security interests on certain assets of the Company.

New Accounting Standards

In June 2001, the Financial Accounting Standards Board ("FASB") approved the issuance of Statement of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. Effective January 1, 2002, SFAS No. 142 requires that goodwill no longer be amortized, but instead tested for impairment at least annually. SFAS No. 142 also requires recognized intangible assets to be amortized over their respective estimated useful lives and reviewed for impairment. Any recognized intangible asset determined to have an indefinite useful life will not be amortized, but instead tested for impairment in accordance with the standard until its life is determined to no longer be indefinite.

The Company adopted the provisions of SFAS No. 141 and SFAS No. 142 as required on January 1, 2002, with the exception of the earlier adoption of the requirement to use the purchase method of accounting for all business combinations initiated after June 30, 2001. On January 1, 2002, the Company ceased amortization of goodwill. During the first quarter of 2002, the Company completed its transitional goodwill impairment test in accordance with SFAS No. 142 for each reporting unit and determined that goodwill was not impaired. Additionally, during the second quarter, the Company completed the annual impairment test on goodwill for 2002 and concluded goodwill was not impaired. The Company will complete the annual impairment test during the second quarter of each year unless circumstances arise that require more frequent testing (See Note 5 to the consolidated financial statements).

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirements costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company has not determined the impact on its financial statements that may result from the adoption of SFAS No. 143.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001. The Company adopted the provisions of SFAS No. 144 as required on January 1, 2002. This standard had no effect on the Company's consolidated financial statements upon adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information about the Company's market sensitive financial instruments constitutes a "forward-looking" statement. The Company's primary market risk exposure is changing interest rates, primarily in the United States. The Company's policy is to manage interest rates through use of a combination of fixed and floating rate debt and interest rate swap agreements. All items described are non-trading and are stated in U.S. Dollars. Because a portion of the Company's debt is denominated in Canadian Dollars, its carrying value is impacted by exchange rate fluctuations.

At September 30, 2002, there were no significant changes in the Company's quantitative disclosures about market risk compared to December 31, 2001, which is included under Item 7A of the Company's most recent Form 10-K, except for the addition of the derivative financial instrument noted in Note 7 to the consolidated financial statements.

ITEM 4.

CONTROLS AND PROCEDURES


a)	Evaluation of disclosure controls and procedures

	We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective.


b)	Changes in internal controls

	Subsequent to the date of their evaluation, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Various legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against the Company and its subsidiaries. Litigation is subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or the subsidiaries involved. Although the amount of liability with respect to these matters cannot be ascertained, potential liability is not expected to materially affect the consolidated financial position or results of operations of the Company.

ITEM 5.

OTHER INFORMATION

The Company has established the date for its next Annual Meeting of Stockholders, which will be held on May 29, 2003.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

[a] Index of Exhibits


Exhibit	3.2	By-Laws of DTG, as amended, which became effective September 27, 2002

Exhibit	4.72	Amendment No. 4 to Series 1997-1 Supplement dated as of August 12, 2002 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company

Exhibit	4.73	Amendment No. 1 to Amended and Restated Series 1998-1 Supplement dated as of August 12, 2002 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company

Exhibit	4.74	Amendment No. 3 to Series 1999-1 Supplement dated as of August 12, 2002 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company

Exhibit	4.75	Amendment No. 4 to Series 2000-1 Supplement dated as of August 12, 2002 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company

Exhibit	4.76	Amendment No. 2 to Series 2001-1 Supplement dated as of August 12, 2002 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company

Exhibit	4.77	Amendment No. 1 to Series 2002-1 Supplement dated as of August 12, 2002 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas

Exhibit	4.78	Notice of Additional Ownership Group Becoming Party to Note Purchase Agreement from Rental Car Finance Corp. dated as of August 15, 2002

Exhibit	4.79	Addendum to Note Purchase Agreement dated as of August 15, 2002 among ABN AMRO Bank N.V., Amsterdam Funding Corporation, Rental Car Finance Corp. and Bank One, NA

Exhibit	4.80	Amendment No. 5 to Series 2000-1 Supplement dated as of August 15, 2002 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company

Exhibit	15.8	Letter from Deloitte & Touche LLP regarding interim financial information

Exhibit	99.3	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit	99.4	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


[b]	Reports on Form 8-K


	No report on Form 8-K was filed by the Company during or applicable to the quarter ended September 30, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Tulsa, Oklahoma, on November 12, 2002.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: /s/ JOSEPH E. CAPPY

Name: Joseph E. Cappy

Title: Chairman of the Board, President, Chief Executive Officer and Principal Executive Officer

By: /s/ STEVEN B. HILDEBRAND

Name: Steven B. Hildebrand

Title: Executive Vice President, Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer

CERTIFICATIONS


	I, Joseph E. Cappy, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Dollar Thrifty Automotive Group, Inc.;


2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;


3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;


4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and


c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):


a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and


6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002



		By:	/s/ JOSEPH E. CAPPY

		Name:	Joseph E. Cappy
		Title:	Chief Executive Officer

CERTIFICATIONS


	I, Steven B. Hildebrand, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Dollar Thrifty Automotive Group, Inc.;


2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;


3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;


4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and


c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):


a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and


6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002



		By:	/s/ STEVEN B. HILDEBRAND

		Name:	Steven B. Hildebrand
		Title:	Chief Financial Officer


			Page

PART I -	FINANCIAL INFORMATION		3

	ITEM 1.	FINANCIAL STATEMENTS	3

	ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15

	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23

	ITEM 4.	CONTROLS AND PROCEDURES	23

PART II -	OTHER INFORMATION		23

	ITEM 1.	LEGAL PROCEEDINGS	23

	ITEM 5.	OTHER INFORMATION	23

	ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	24

SIGNATURES			25


	Reporting Units

	Dollar		Thrifty		Other		Total


Balance as of January 1, 2002	$	132,365	$	32,694	$	-	$	165,059
Goodwill through acquisitions during year		50		-		-		50
Effect of change in rates used for foreign currency translation		-		4		-		4

Balance as of September 30, 2002	$	132,415	$	32,698	$	-	$	165,113


For the Nine Months
Ended September 30, 2002	Dollar		Thrifty		Other		Total


Revenues	$	636,788	$	245,929	$	176	$	882,893
Income before income taxes	$	64,381	$	19,437	$	25	$	83,843

For the Nine Months
Ended September 30, 2001	Dollar		Thrifty		Other		Total


Revenues	$	647,602	$	201,804	$	21	$	849,427
Income before income taxes	$	47,899	$	5,619	$	-	$	53,518

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

PART I – FINANCIAL INFORMATION

INDEPENDENT ACCOUNTANTS’ REPORT

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTHREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001

1. BASIS OF PRESENTATION

2. VEHICLE DEPRECIATION AND LEASE CHARGES, NET

3. EARNINGS PER SHARE

4. RECEIVABLES

5. GOODWILL

6. DEBT AND OTHER OBLIGATIONS

7. DERIVATIVE FINANCIAL INSTRUMENTS

8. BUSINESS SEGMENTS

9. COMPREHENSIVE INCOME

10. CONTINGENCIES

*******

Results of Operations

Three Months Ended September 30, 2002 Compared with Three Months Ended September 30, 2001

Nine Months Ended September 30, 2002 Compared with Nine Months Ended September 30, 2001

Seasonality

Liquidity and Capital Resources

New Accounting Standards

PART II - OTHER INFORMATION

SIGNATURES

CERTIFICATIONS

CERTIFICATIONS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001