Hertz 2012 Annual Report Download - page 64

ITEM 1A. RISK FACTORS (Continued)
value of the Convertible Senior Notes. The price of our common stock could be materially adversely
affected by possible sales of our common stock by investors who view the Convertible Senior Notes as a
more attractive means of equity participation in our company and by hedging or arbitrage trading
activity. In addition, the price of our common stock could be materially adversely affected if the existence
of the Convertible Senior Notes encourages short selling by market participants.
Risks Related to Acquisition of Dollar Thrifty
Combining the businesses of Hertz and Dollar Thrifty may be more difficult, costly or
time-consuming than expected, which may adversely affect our results.
To realize the anticipated benefits and cost savings we contemplated as part of the acquisition of Dollar
Thrifty, we must successfully combine and integrate our business with Dollar Thrifty’s business in an
efficient and effective manner. If we are not able to achieve these objectives within the anticipated time
frame, or at all, the anticipated benefits and cost savings of the acquisition may not be realized fully, or at
all, or may take longer to realize than expected. It is possible that the overall integration process could
result in the loss of key employees, the disruption of each company’s ongoing business or
inconsistencies in standards, controls, procedures and policies that adversely affect our ability to
maintain relationships with customers, employees, suppliers, lenders and franchisees or to achieve the
anticipated benefits of the acquisition.
Specifically, issues that must be addressed in integrating the operations of Dollar Thrifty into our
operations in order to realize the anticipated benefits of the acquisition include, among other things:
• integrating and optimizing the utilization of the rental vehicle fleets and related financing of Hertz
and Dollar Thrifty;
• integrating and consolidating the marketing, promotion, reservation and information technology
systems of Hertz and Dollar Thrifty;
• conforming standards, controls, procedures and policies, business cultures and compensation
structures between the companies;
• consolidating the automotive purchasing, maintenance and resale operations;
• consolidating corporate and administrative functions; and
• identifying and eliminating redundant and underperforming operations and assets.
Integration efforts between the two companies will also divert management attention and resources. An
inability to realize the full extent of the anticipated benefits of the acquisition, as well as any delays
encountered in the integration process, could have an adverse effect upon the revenues, level of
expenses and operating results of Hertz after the completion of the acquisition.
In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated
benefits of the integration plan may not be realized. Actual synergies, if achieved at all, may be lower
than what we expect and may take longer to achieve than anticipated. If we are not able to adequately
address these challenges, we may be unable to successfully integrate Dollar Thrifty.
We incurred significant transaction and acquisition-related costs in connection with the
acquisition of Dollar Thrifty and expect to incur additional costs in connection with the integration
of Dollar Thrifty’s operations.
Hertz has incurred and expects to continue to incur a number of non-recurring costs associated with
combining the operations of the two companies. Most of these costs have been and will be comprised of
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