Thrifty Car Rental 2009 Annual Report Download

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Dollar Thrifty Automotive Group, Inc. 2009 Annual Report

Table of contents

  • Page 1

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

  • Page 3
    ... as of June 30, 2009, the last business day of the registrant's most recently completed second fiscal quarter, based on the closing price of the stock on the New York Stock Exchange on such date was $298,027,200. The number of shares outstanding of the registrant's Common Stock as of February 24...

  • Page 4
    ...CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE ...PRINCIPAL ACCOUNTING FEES AND SERVICES ...EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ...26 28 30 47 49 87 87 91 BUSINESS ...RISK FACTORS ...UNRESOLVED STAFF COMMENTS ...PROPERTIES ...LEGAL PROCEEDINGS...RESERVED ...5 18 24...

  • Page 5
    ...for our asset backed financing structures; the cost and other terms of acquiring and disposing of automobiles and the impact of conditions in the used car market on our ability to reduce our fleet capacity as and when projected by our plans; the potential for significant cash tax payments in 2010 as...

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

  • Page 7
    ... of vehicles purchased outside manufacturer residual value programs, which also reduced funding requirements and vehicle depreciation rates. Finally, the Company extended fleet holding periods, which not only reduced the amount, and therefore the cost of vehicle financing required, but also reduced...

  • Page 8
    ..., the corporate governance policy and the charters are available without charge upon request to the Company's headquarters as listed on the front of this Form 10-K, attention "Investor Relations" department. The annual Chief Executive Officer certification required by the New York Stock Exchange...

  • Page 9
    ... the Dollar and Thrifty brands are marketed separately, but operate under a single management structure and share vehicles, back-office employees and facilities, where possible. The Company also operates company-owned stores in five of the eight largest airport markets in Canada under DTG Canada. In...

  • Page 10
    ... December 31, 2009. Corporate Operations United States The Company's operating model for U.S. Dollar and Thrifty company-owned stores includes generally maintaining separate airport counters, reservations, marketing and all other customer contact activities, while using a single management team for...

  • Page 11
    ...located at or near airports that generate a lower volume of vehicle rentals than the airports served by company-owned stores. In Canada, Dollar and Thrifty sell franchises in markets generally outside the top eight airport markets. The typical length of a franchise is ten years with a renewal option...

  • Page 12
    ...supplies, image and standards, rental rate management analysis and customer satisfaction programs. Additionally, Dollar and Thrifty offer their respective franchisees centralized corporate account and tour billing and travel agent commission payments. Summary of U.S. and Canada Franchise Operations...

  • Page 13
    ... available loss damage waivers and insurance products related to the vehicle rental. Parking Services - Airport parking operations are a natural complement to vehicle rental operations. The Company operates 16 corporate parking operations. Supplies and National Account Programs - The Company makes...

  • Page 14
    ... with customers, including the promotion of special offers and programs. From a new product perspective, dollar.com and thrifty.com launched the ability to reserve commonly requested rental options such as GPS units and toll passes. Dollar and Thrifty are among the leading car rental companies in...

  • Page 15
    ... its franchisees with customer and vehicle inventory information as well as financial and operating reports. Fleet Acquisition and Management Vehicle Supply In August 2009, the Company and Chrysler executed a new vehicle supply agreement (the "New VSA") covering vehicle purchases through model year...

  • Page 16
    ... efforts. Vehicle Financing The Company requires a substantial amount of debt to finance the purchase of vehicles used in its rental fleets. The Company primarily utilizes asset backed medium term notes to finance its vehicles. Under these programs, the Company is required to provide collateral at...

  • Page 17
    ... Alamo, Avis, Budget, Enterprise, Hertz and National, as well as Dollar and Thrifty. Insurance The Company is subject to third-party bodily injury liability and property damage claims resulting from accidents involving its rental vehicles. In 2007, the Company retained the risk of loss up to...

  • Page 18
    ... of charges to customers. Dollar and Thrifty are subject to federal, state and local laws and regulations relating to taxing and licensing of vehicles, franchise sales, franchise relationships, vehicle liability, used vehicle sales, insurance, telecommunications, vehicle rental transactions...

  • Page 19
    ... of December 31, 2009. The Company believes its relationship with its employees is good. ITEM 1A. RISK FACTORS Expanding upon the factors discussed in the Forward-Looking Statements section provided at the beginning of this Annual Report on Form 10-K, the following are important factors that could...

  • Page 20
    ... new financing could bear higher interest rates and require a substantially higher collateral enhancement rate than our current asset backed medium term notes. Our ability to provide increased collateral enhancement with respect to future debt will depend on the amount of operating cash and letters...

  • Page 21
    ... the used car market value risk on approximately 95% of our vehicles at December 31, 2009 and expect that risk vehicles will account for approximately 90% to 95% of our fleet in 2010. The depreciation costs for these vehicles are highly dependent on used car prices at the time of sale, requiring us...

  • Page 22
    ...from current projections. Increased cash tax payments may be incurred in 2010 and beyond, depending on future vehicle purchase and sale transactions. Dependence on Air Travel We get approximately 90% of our rental revenues from airport locations and airport arriving customers. The number of airline...

  • Page 23
    ... cars, causing a decline in airline passenger traffic, or increasing our operating costs, if these increased costs cannot be passed through to our customers. Dependence on Third-Party Internet Sales The Internet has had a significant impact on the way travel companies get reservations. For 2009...

  • Page 24
    ... locations it serves, could cause a loss of reservations, slow the rental transaction processing, interfere with our ability to manage our fleet and otherwise materially adversely affect our ability to manage our business effectively. Our system back-up plans, continuity plans and insurance programs...

  • Page 25
    ...and on behalf of all persons similarly situated v. The Hertz Corporation, Dollar Thrifty Automotive Group, Inc., Avis Budget Group, Inc., Vanguard Car Rental USA, Inc., Enterprise Rent-A-Car Company, Fox Rent-A-Car, Inc., Coast Leasing Corp., The California Travel and Tourism Commission and Caroline...

  • Page 26
    ... all persons who rented a vehicle from Thrifty Car Rental in Colorado from September 22, 2006 forward, who signed a rental agreement which obligated them to pay for loss of use of a vehicle if damaged, and who were charged for loss of use or an administrative fee related to the vehicle damage claim...

  • Page 27
    ... II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES DTG's common stock is listed on the NYSE under the trading symbol "DTG." The high and low closing sales prices for the common stock for each quarterly period during 2009 and 2008...

  • Page 28
    ... 2000 Index. The Hemscott Industry Group 761 - Rental & Leasing Services is a published index of 35 stocks including DTG, which covers companies that rent or lease various durable goods to the commercial and consumer market including cars and trucks, medical and industrial equipment, appliances...

  • Page 29
    ... financial statements of the Company. The system-wide data and company-owned stores data were derived from Company records. Year Ended December 31, 2007 2006 2009 Statements of Operations: (in thousands except per share amounts) 2008 2005 Revenues: Vehicle rentals Other Total revenues Costs...

  • Page 30
    ...S. and Canada 2009 2008 Year Ended December 31, 2007 2006 2005 System-wide Data: Rental locations: Company-owned stores Franchisee locations Total rental locations 296 317 613 400 341 741 466 365 831 407 429 836 369 483 852 Company-owned Stores Data: Vehicle rental data: Average number of vehicles...

  • Page 31
    ...FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company operates two value rental car brands, Dollar and Thrifty. The majority of its customers pick up their vehicles at airport locations. Both brands are value priced and the Company seeks to be the industry's low cost provider. Leisure customers...

  • Page 32
    ... related tax impact (as applicable), from the reported GAAP measure. Due to volatility resulting from the mark-to-market treatment of the derivatives and the nature of the non-cash impairments, which are both non-operating items, the Company believes non-GAAP measures provide an important assessment...

  • Page 33
    ... (in thousands) 2009 Reconciliation of net income (loss) to Corporate Adjusted EBITDA Net income (loss) - as reported (Increase) decrease in fair value of derivatives Non-vehicle interest expense Income tax expense (benefit) Non-vehicle depreciation Amortization Non-cash stock incentives Goodwill...

  • Page 34
    ... franchise and service fees, parking income and miscellaneous sources. The Company's expenses consist of: • Direct vehicle and operating expense related to the rental of revenue-earning vehicles to customers and the leasing of vehicles to franchisees, • Vehicle depreciation and lease charges...

  • Page 35
    ...for 2009 compared to a loss before income taxes of $456.8 million in 2008. Revenues $ Increase/ (decrease) (in millions) 2009 2008 % Increase/ (decrease) Vehicle rentals Other Total revenues Vehicle rental metrics: Average number of vehicles operated Average revenue per day Number of rental days...

  • Page 36
    ... depreciation expense and lease charges were $337 per unit in 2009, compared to $363 per unit in 2008. The decrease in the depreciation rate is due to extended vehicle holding periods, improved conditions in the used car market and increased residual values in 2009 as compared to 2008, partially...

  • Page 37
    ... $6.1 million. In 2009, the Company wrote off $2.6 million related to the impairment of long-lived assets at its company-owned stores and software no longer in use. The change in fair value of the Company's interest rate swap agreements was an increase of $28.8 million in 2009 compared to a decrease...

  • Page 38
    ...in net vehicle damage of $7.5 million. All other fleet related expenses increased $3.5 million. Bad debt expense increased $6.7 million of which $5.5 million relates to one of the Company's largest tour operators filing for bankruptcy during the third quarter of 2008. Facility and airport concession...

  • Page 39
    ...price increases on Program Vehicles and lower residual values on Non-Program Vehicles due to a soft used car market. These increases were partially offset by a higher mix of Non-Program Vehicles, which typically have lower depreciation rates, and resolving outstanding incentive negotiations relating...

  • Page 40
    ... expenditures and for working capital. The Company uses both cash and letters of credit to support asset backed vehicle financing programs. The Company also uses letters of credit or insurance bonds to secure certain commitments related to airport concession agreements, insurance programs, and for...

  • Page 41
    ...low. During 2009, the Company reduced its overall fleet to match its fleet levels with expected demand levels and to reduce its financing requirements. Restricted cash at December 31, 2009 increased $26.0 million from the previous year, including $22.8 million available for vehicle purchases or debt...

  • Page 42
    ..., the Company did not need to access this market in 2008 or 2009. Proceeds from the asset backed medium term notes that are temporarily not utilized for financing vehicles and certain related receivables are maintained in restricted cash and investment accounts and are available for the purchase of...

  • Page 43
    ... Variable Funding Note Purchase Facility (the "Conduit Facility"). The Company terminated these programs in April 2009. Other Vehicle Debt and Obligations The Company finances its Canadian vehicle fleet through a fleet securitization program. This program provides DTG Canada vehicle financing up to...

  • Page 44
    ... vehicle fleet by incurring additional secured vehicle debt and with cash generated from operations. The Company has significant requirements for bonds and letters of credit to support its insurance programs, airport concession and other obligations. At December 31, 2009, various insurance companies...

  • Page 45
    ...Revenue-earning vehicles are stated at cost, net of related discounts. In 2009, the Company continued to increase the level of Non-Program Vehicles in its fleet. At December 31, 2009, Non-Program Vehicles accounted for approximately 95% of the total fleet. For Non-Program Vehicles, the Company must...

  • Page 46
    ... option rights and restricted stock to key employees and non-employee directors. The Company's performance share awards contain both a performance condition and a market condition. The Company uses the closing market price of DTG's common stock on the date of grant to estimate the fair value...

  • Page 47
    ...The Company provided the following additional information with respect to its full year guidance: x x Vehicle rental revenues are projected to be up 2 - 4 percent compared to 2009, resulting from low single-digit increases in both transaction days and revenue per day. Vehicle depreciation costs for...

  • Page 48
    ... of the Company. The fair value and average receive rate of the interest rate swaps is calculated using projected market interest rates over the term of the related debt instruments as provided by the counterparties. Expected Maturity Dates as of December 31, 2009 (in thousands) Debt: Vehicle debt...

  • Page 49
    ... interest rates Vehicle debt and obligationsCanadian dollar denominated Weighted average interest rates Non-vehicle debt - term loan Weighted average interest rates Interest Rate Swaps: Variable to Fixed Average pay rate Average receive rate $ $ 2009 2010 2011 2012 2013 Thereafter Total Fair...

  • Page 50
    ... schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States...

  • Page 51
    DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2009, 2008 AND 2007 (In Thousands Except Per Share Data) 2009 REVENUES: Vehicle rentals Other Total revenues COSTS AND EXPENSES: Direct vehicle and operating Vehicle depreciation and ...

  • Page 52
    ... LIABILITIES: Accounts payable Accrued liabilities Deferred income tax liability Vehicle insurance reserves Debt and other obligations Total liabilities COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value: Authorized 10,000,000 shares; none outstanding Common stock...

  • Page 53
    ... shares for director compensation Tax benefit of stock option transactions Stock option transactions Share-based payment plans Issuance of common stock in settlement of vested performance shares Issuance of common stock in settlement of vested restricted stock Public stock offering, net of fees...

  • Page 54
    ...revenue-earning vehicles Amortization Goodwill and long-lived asset impairment Interest income earned on restricted cash and investments Performance share incentive, stock option and restricted stock plans Provision for losses on receivables Deferred income taxes (Increase)/decrease in fair value of...

  • Page 55
    ...-vehicle debt Payments of non-vehicle debt Payments of debt assumed through acquisition Issuance of common shares Common stock offering costs Net settlement of employee withholding taxes on share-based awards Purchase of common stock for the treasury Financing issue costs Net cash used in financing...

  • Page 56
    ... rental of vehicles to business and leisure customers through company-owned stores. The Company also sells vehicle rental franchises worldwide and provides sales and marketing, reservations, data processing systems, insurance and other services to franchisees. RCFC and DTFC provide vehicle financing...

  • Page 57
    ... the term of the related debt using the effective interest method. Revenue-Earning Vehicles and Related Vehicle Depreciation Expense - Revenue-earning vehicles are stated at cost, net of related discounts. In 2009, the Company continued to increase the level of Non-Program Vehicles in its fleet and...

  • Page 58
    ... accounting treatment; therefore, changes in fair value are recorded in accumulated other comprehensive loss (Note 11). Vehicle Insurance Reserves - Provisions for public liability and property damage and supplemental liability insurance ("SLI") on self-insured claims are made by charges primarily...

  • Page 59
    ... under the related rental contracts with customers. Revenues from leasing vehicles to franchisees are principally under operating leases with fixed monthly payments and are recognized as earned over the lease terms. Revenues from fees and services include providing sales and marketing, reservations...

  • Page 60
    ...of the financial statements. The Company noted no reportable subsequent events. New Accounting Standards - In September 2006, the Financial Accounting Standards Board ("FASB") defined fair value, issued a framework to account for measuring fair value, and expanded the related disclosure requirements...

  • Page 61
    ... techniques used to measure fair value. The Company adopted the provisions of ASU 2010-06 as required on January 1, 2010 and will include the required disclosures in the first quarter 2010 Form 10-Q. 2. PUBLIC STOCK OFFERING On October 28, 2009, the Company entered into a terms agreement with...

  • Page 62
    ..., all options to purchase shares of common stock were included in the computation of diluted EPS because no exercise price was greater than the average market price of the common shares. 4. RECEIVABLES Receivables consist of the following: December 31, 2009 (In Thousands) Trade accounts receivable...

  • Page 63
    ... from rental customers, franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business. Other vehicle manufacturer receivables include primarily amounts due under guaranteed residual, buyback and Non-Program Vehicle incentive...

  • Page 64
    ... portion of the payments relate to the manufacturers' buyback programs, and are included in Other Vehicle Manufacturer Receivables within Receivables, net on the consolidated balance sheet. Rent expense for vehicles leased from other vehicle manufacturers and third parties under operating leases was...

  • Page 65
    ... Based on the assessment at March 31, 2008, management concluded that reacquired franchise rights were impaired, and the Company recorded a $69.0 million non-cash charge (pre-tax) related to the impairment of the entire reacquired franchise rights ($48.5 million after-tax). Additionally, in December...

  • Page 66
    ... the claims of its creditors. Dollar and Thrifty lease vehicles from RCFC under the terms of a master lease and servicing agreement. The asset backed medium term note indentures also provide for additional credit enhancement through over collateralization of the vehicle fleet, cash or letters of...

  • Page 67
    ... of credit would exceed $24.4 million. The Company believes that conditions in the asset backed medium term note market have improved during the last half of 2009. The Company intends to use a combination of cash on its balance sheet and new vehicle financing to replace its asset backed medium...

  • Page 68
    ...accounts with the Collateral Agent to secure payment of amounts outstanding under the Term Loan and letters of credit issued under the Revolving Credit Facility. Additionally, the Company agreed to a 50 basis point increase in the interest rate on its Term Loan and its letter of credit fee, executed...

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

  • Page 70
    ... December 31, 2009 $ $ (28,848) (28,848) $ $ 2008 36,114 36,114 Location of (Gain) or Loss Recognized in Income on Derivative Net (increase) decrease in fair value of derivatives The interest rate swap agreement entered into in May 2007 related to the 2007 asset backed medium term note issuance...

  • Page 71
    ...and liabilities measured at fair value as of December 31, 2009 and December 31, 2008 on the Company's balance sheet and the input categories associated with those assets and liabilities: Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for...

  • Page 72
    ...determined by the Company using available market information and valuation methodologies. Cash and Cash Equivalents, Cash and Cash Equivalents - Required Minimum Balance, Restricted Cash and Investments, Receivables, Accounts Payable, Accrued Liabilities and Vehicle Insurance Reserves - The carrying...

  • Page 73
    ... 2009, 2008 and 2007, respectively. Option Rights Plan - Under the LTIP, the Committee may grant non-qualified option rights to key employees and non-employee directors. The exercise prices for non-qualified option rights are equal to the fair market value of the Company's common stock at the date...

  • Page 74
    ...expense relating to the stock option awards granted during 2009 and 2008 were as follows: 2009 Weighted-average expected life (in years) Expected price volatility Risk-free interest rate Dividend payments 5 80.24% 2.36% 0 2008 5 53.31% 3.19% 0 The weighted average grant-date fair value of options...

  • Page 75
    .... The grant-date fair value for the performance indicator portion of the award was based on the closing market price of the Company's common shares at the date of grant. The market condition based portion of the award was estimated on the date of grant using a latticebased option valuation model and...

  • Page 76
    ... 31, 2009, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $0.3 million, depending upon the Company's performance against targets specified in the performance share agreement. This estimated compensation cost is expected...

  • Page 77
    ...value of $11.58 and the right to receive cash payments representing 15,295 shares at the settlement date price, which vested on December 31, 2008. In 2007, non-employee directors were granted 21,610 restricted stock units with a grant-date fair value of $46.90, which vested on December 31, 2007. The...

  • Page 78
    ..., 2009 (In Thousands) Deferred tax assets: Intangible asset amortization Vehicle insurance reserves Other accrued liabilities Interest rate swap AMT credit carryforward Canadian NOL carryforwards Other Canadian temporary differences Federal and state NOL carryforwards Allowance for doubtful accounts...

  • Page 79
    ... consolidated statement of operations. No amounts were recognized for interest and penalties under ASC Topic 740 during the years ended December 31, 2009, 2008 and 2007. Restatement Relating to 2008 Income Tax Benefit and Deferred Tax Liability In late 2009, the Company's management determined that...

  • Page 80
    ...(623) 576,971 $ $ $ Vehicle Insurance Reserves The Company is self insured for a portion of vehicle insurance claims. In 2007, the Company retained the risk of loss up to $4.0 million per occurrence for public liability and property damage claims, including third-party bodily injury and property...

  • Page 81
    ... for public liability and property damage claims, including thirdparty bodily injury and property damage. The Company maintains insurance for losses above these levels. The Company continues to retain the risk of loss on SLI policies sold to vehicle rental customers. The Company records reserves for...

  • Page 82
    ... Dollar and Thrifty brands. Consistent with this structure, management makes business and operating decisions on an overall company basis. Included in the consolidated financial statements are the following amounts relating to geographic locations: Year Ended December 31, 2008 (In Thousands) 2009...

  • Page 83
    ...equipment and software included in accounts payable $ $ 33,704 2,914 $ 158,952 $ 924 $ 121,846 $ 4,632 Restatement of Cash Flow Statement Presentation Related to Purchases and Sales of Revenue-Earning Vehicles The Company has restated its consolidated statement of cash flows for the years ended...

  • Page 84
    ... appropriate presentation of sales of revenue-earning vehicles and incentives related to vehicle purchases for which cash has not been received is to exclude them from both the operating and investing sections of the cash flow statement, with supplemental disclosure of such amounts reported in the...

  • Page 85
    ... updates on its vehicle insurance programs. See Note 15 for further discussion. In 2009, the majority relating to the fourth quarter, the Company wrote off $2.6 million (pre-tax) related primarily to the impairment of assets at its company-owned stores and for software no longer in use. During the...

  • Page 86
    Supplemental Quarterly Cash Flow Disclosures The Company will restate its condensed consolidated statements of cash flows for the three, six and nine month periods ended March 31, 2009, June 30, 2009 and September 30, 2009, respectively, when it files its Forms 10-Q for the corresponding periods ...

  • Page 87
    ..., 2008 AND 2007 Balance at Beginning of Year Additions Charged to Charged to costs and other expenses accounts (In Thousands) Deductions Balance at End of Year 2009 Allowance for doubtful accounts Vehicle insurance reserves Valuation allowance for deferred tax assets 2008 Allowance for doubtful...

  • Page 88
    ... maintaining adequate internal control over financial reporting. The internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems...

  • Page 89
    ... below under "Attestation Report of the Registered Public Accounting Firm". Changes in Internal Control Over Financial Reporting There has been no change in the Company's internal control over financial reporting as defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Exchange Act during the last...

  • Page 90
    ...control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable...

  • Page 91
    ... in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2009 of the Company and our report dated March 4, 2010 expressed an unqualified opinion...

  • Page 92
    ... for issuance under equity compensation plans, the information required by this Item 12 will be set forth under the heading "Security Ownership of Certain Beneficial Owners, Directors, Director Nominees and Executive Officers" in the Company's definitive Proxy Statement which will be filed pursuant...

  • Page 93
    ... December 31, 2009, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Reference is made to the information appearing under "Proposal No. 2 - Appointment of Independent Registered Public Accounting Firm" in the Company's definitive Proxy Statement which will be...

  • Page 94
    ... of Common Stock, filed as the same numbered exhibit with DTG's Registration Statement on Form S-1, as amended, Registration No. 333-39661* Master Exchange and Trust Agreement dated as of July 23, 2001 among Rental Car Finance Corp., Dollar, Thrifty, Chicago Deferred Exchange Corporation, VEXCO, LLC...

  • Page 95
    ... Agreement dated as of April 1, 2004 among DTG, DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., Thrifty, Various Financial Institutions named therein, Credit Suisse First Boston, The Bank of Nova Scotia and Dresdner Bank AG, filed as the same numbered exhibit with DTG's Form...

  • Page 96
    ... Restated Master Motor Vehicle Lease and Servicing Agreement (Group III) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 10-Q for the...

  • Page 97
    ...2004-1), filed as the same numbered exhibit with DTG's Form 8-K, filed June 20, 2007, Commission File No. 1-13647* Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche...

  • Page 98
    ...'s Form 8-K, filed May 14, 2008, Commission File No. 1-13647* Master Consent Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Thrifty Funding Corp., Deutsche Bank Trust Company Americas, Deutsche Bank AG, New York...

  • Page 99
    ...Master Collateral Agent, filed as the same numbered exhibit with DTG's Form 8-K, filed June 8, 2009, Commission File No. 1-13647* Letter Agreement, dated as of June 2, 2009, among Dollar Thrifty Automotive Group, Inc., Ambac Assurance Corporation and Financial Guaranty Insurance Company, relating to...

  • Page 100
    ...-Term Incentive Plan and Director Equity Plan dated as of March 23, 2005 and Adopted by Shareholders on May 20, 2005, filed as the same numbered exhibit with DTG's Form 8-K, filed May 25, 2005, Commission File No. 1-13647†* Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty...

  • Page 101
    ...-Term Incentive Plan and Director Equity Plan effective as of February 1, 2006, filed as the same numbered exhibit with DTG's Form 8-K, filed February 7, 2006, Commission File No. 1-13647†* Form of Performance Share Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable...

  • Page 102
    ...* Second Amended and Restated Data Processing Services Agreement dated as of August 1, 2006 by and among Dollar Thrifty Automotive Group, Inc., Electronic Data Systems Corporation and EDS Information Services L.L.C., filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period...

  • Page 103
    ... 1, 2008 regarding the amendment to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan under the Bank of Oklahoma N.A. Defined Contribution Prototype Plan and Trust dated November 29, 2007, filed as the same numbered exhibit with DTG's Form 10-K for the fiscal year ended December...

  • Page 104
    ..., as administrative agent, and various financial institutions as are party to the Credit Agreement, filed as the same numbered exhibit with DTG's Form 8-K, filed September 30, 2008, Commission File No. 1-13647* Dollar Thrifty Automotive Group, Inc. 2008/2009 Executive Retention Bonus Plan, filed as...

  • Page 105
    ... Agreement dated as of February 25, 2009 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party thereto, filed as the same numbered exhibit with DTG's Form 8-K, filed February 25, 2009...

  • Page 106
    ... Deutsche Bank Trust Company Americas, as administrative agent and letter of credit issuer, and various financial institutions as are party thereto, filed as the same numbered exhibit with DTG's Form 8-K, filed August 11, 2009, Commission File No. 1-13647* Vehicle Supply Agreement dated as of August...

  • Page 107
    ...and the applicable director†** Dollar Thrifty Automotive Compensation Plan†** Group, Inc. 2010 Executive Incentive 10.230 10.231 10.232 10.233 Second Amendment effective as of February 24, 2010, to the Vehicle Supply Agreement dated as of February 9, 2009, between Ford Motor Company and DTG...

  • Page 108
    ...authorized. Date: March 4, 2010 DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By: Name: Title: /s/ SCOTT L. THOMPSON Scott L. Thompson President and Principal Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on...

  • Page 109
    ...the applicable director Dollar Thrifty Automotive Compensation Plan Group, Inc. 2010 Executive Incentive 10.229 10.230 10.231 10.232 10.233 Second Amendment effective as of February 24, 2010, to the Vehicle Supply Agreement dated as of February 9, 2009, between Ford Motor Company and DTG (portions...

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    ... the Annual CEO Certification that he was not aware of any violation by Dollar Thrifty Automotive Group, Inc. of the New York Stock Exchange listing standards. Worldwide Reservations Dollar Rent A Car 1-800-800-4000 www.dollar.com Thrifty Car Rental 1-800-THRIFTY www.thrifty.com Additional Company...

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    Dollar Thrifty Automotive Group, Inc. 5330 East 31st Street PO Box 35985 Tulsa, OK 74153-0985 Telephone: 918-660-7700 www.dtag.com