Thrifty Car Rental 2010 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... as of June 30, 2010, 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 $1,209,341,340. The number of shares outstanding of the registrant's Common Stock as of February 22...

  • Page 3
    ... DISCLOSURES ABOUT MARKET RISK ...FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ...CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ...CONTROLS AND PROCEDURES ...OTHER INFORMATION ...DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ...EXECUTIVE COMPENSATION...

  • Page 4
    ... of risk vehicles (i.e., those vehicles not acquired through a guaranteed residual value program) in our fleet and our exposure to the used vehicle market; the cost and other terms of acquiring and disposing of automobiles and the impact of conditions in the used vehicle market on our vehicle cost...

  • Page 5
    ... 1, 2010 termination date of our merger agreement with Hertz, and whether and the extent to which the relevant third party would bear all or any portion of that fee; the risks to our business and prospects pending any future business combination transaction, diversion of management's attention...

  • Page 6
    ... Sales operates a franchised retail used car sales network. The Company has two additional subsidiaries, Rental Car Finance Corp. ("RCFC") and Dollar Thrifty Funding Corp., which are special purpose financing entities and have been consolidated in the financial statements of the Company. Dollar Rent...

  • Page 7
    ...value programs, which also reduced funding requirements and vehicle depreciation rates. Expand Brand Representation in Select Markets Through Franchising. The Company has a strong franchisee network, which provides it with brand representation in international markets, smaller U.S. airport locations...

  • Page 8
    ... services, navigation systems and loss damage waivers to vehicle renters. As a general matter, the car rental industry is significantly dependent on conditions in the overall leisure and business travel markets. Vehicle rental companies typically incur substantial debt to finance their fleets...

  • Page 9
    ... States. In the U.S., 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...

  • Page 10
    ... in-terminal airport locations and 68 franchised local market operations in the U.S. and Canada. In Canada, Dollar operates company-owned stores in five of the eight largest airport markets of Calgary, Toronto, Montreal, Halifax and Vancouver. As of December 31, 2010, Dollar's vehicle rental system...

  • 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
    ... their market while leveraging fixed costs. Dollar and Thrifty license to franchisees the use of their respective brand service marks in the vehicle rental and leasing and parking businesses. Franchisees of Dollar and Thrifty pay an initial franchise fee generally based on the population, number of...

  • Page 13
    ... support, vehicle supply services and customized retail and wholesale financing programs, as well as national accounts and supply programs. At December 31, 2010, Thrifty Car Sales had 40 franchise locations. Other Services Supplemental Equipment and Optional Products - Dollar and Thrifty rent global...

  • Page 14
    ....com launched a time saving online check-in function and implemented a content delivery network to streamline the reservation process. Dollar and Thrifty are among the leading car rental companies in direct-connect technology, which bypasses global distribution systems and reduces reservation costs...

  • Page 15
    ... reservations centers, the automated counter system produces rental agreements and provides the Company and its franchisees with customer and vehicle inventory information, as well as financial and operating reports. Fleet Acquisition and Management Vehicle Supply The Company has vehicle supply...

  • Page 16
    ... Company to reduce its risk related to the creditworthiness of the vehicle manufacturers. The manufacturer does not set any terms or conditions on the resale of Non-Program Vehicles other than requiring minimum holding periods. At December 31, 2010, approximately 98% of all vehicles operated by DTG...

  • Page 17
    ..., 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 2008, 2009 and 2010, the Company retained the risk of loss up...

  • Page 18
    ... damage to the vehicle or cap the price charged for loss damage waivers. Adoption of national or additional state legislation affecting or limiting the sale, or capping the rates, of loss damage waivers could result in the loss of this revenue for Dollar, Thrifty and their franchisees. Franchising...

  • Page 19
    ...and Thrifty have programs designed to maintain compliance with applicable technical and operational requirements, including leak detection testing of underground storage tanks, and to provide financial assurance for remediation of spills or releases. The historical and current uses of the Dollar and...

  • Page 20
    ... Market Conditions We retained the residual value risk on approximately 98% of our vehicles at December 31, 2010 and expect that risk vehicles will account for approximately 95% of our fleet in 2011. The depreciation costs for these vehicles are highly dependent on used vehicle prices at the time...

  • Page 21
    ...-Party Internet Sales The Internet has had a significant impact on the way travel companies get reservations. For 2010 and 2009, we received 79% and 78% of our non-tour reservations from the Internet, respectively, with 46% in both years coming from our own Internet Web sites, dollar.com and thrifty...

  • Page 22
    ... customers. Vehicle Financing Considerations The rental car industry is capital intensive, and we depend on access to the capital markets for financing our vehicles using primarily asset-backed medium-term notes and variable funding note programs. We expect to have substantial debt and debt service...

  • Page 23
    ... by the parent company on November 8, 2010. In March 2010, AMBAC was required to establish a segregated account of policies by the Office of the Commissioner of Insurance of the State of Wisconsin (the "OCIW"), although it has been continuing operations and paying claims in the ordinary course...

  • Page 24
    ... of our vehicle financing and credit facilities contain covenants that, among other things, restrict our and our subsidiaries' ability to: x x x x x x x x x x x x dispose of assets; incur additional indebtedness; incur guarantee obligations; prepay other indebtedness; pay dividends or make share...

  • Page 25
    ...the Company may make material cash tax payments in future periods. Seasonality Our business is subject to seasonal variations in customer demand, with the summer vacation period representing the peak season for vehicle rentals. Any event that disrupts rental activity, fleet supply, or industry fleet...

  • Page 26
    ... fees on entities deemed to be responsible for greenhouse gas emissions become effective, demand for car rental services could be affected, or our vehicle costs and/or other costs could increase and our business could be adversely affected. Laws in many jurisdictions limit the types of information...

  • Page 27
    ... damage, and maintain the level of selfinsurance for general and garage liability of $5.0 million. We maintain insurance coverage for liability claims above these self-insurance levels. We self-insure for all losses on supplemental liability insurance policies sold to vehicle rental customers...

  • Page 28
    ...termination of the agreement, which may also adversely affect our ability to manage our operations effectively in light of changes in economic or market conditions or to execute our business strategy and meet our financial goals. Continuing to Operate as a Stand-Alone Company We will also face risks...

  • Page 29
    ...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 30
    ... Declaratory Judgment Law related to the assessment of loss of use and administrative fees in connection with vehicle damage claims against renters. The case is styled: Susan and Jeffrey Dillon v. DTG Operations, Inc. d/b/a Thrifty Car Rental (Case No. 09CH34874, Cook County Circuit Court, Chancery...

  • Page 31
    .... The payment of cash dividends is subject to limitations under the Senior Secured Credit Facilities. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On February 24, 2011, the Company announced that its Board of Directors had authorized a share repurchase program providing for...

  • Page 32
    ...761 - Rental & Leasing Services Index (the "Hemscott Group Index"), and the Russell 2000 Index. The Morningstar Group Index is a published index of 42 stocks including DTG, which covers companies that rent or lease various durable goods to the commercial and consumer market including cars and trucks...

  • Page 33
    ... financial statements of the Company. The system-wide data and company-owned stores data were derived from Company records. Year Ended December 31, 2008 2007 2010 Statements of Operations: (in thousands except per share amounts) 2009 2006 Revenues: Vehicle rentals Other Total revenues Costs...

  • Page 34
    ... locations 297 308 605 296 317 613 400 341 741 466 365 831 407 429 836 Company-owned Stores Data: Vehicle rental data: Average number of vehicles operated Number of rental days Vehicle utilization Average revenue per day Monthly average revenue per vehicle Average depreciable fleet Monthly average...

  • Page 35
    ...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 36
    ...effect of the (increase) decrease in fair value of derivatives is calculated using the entity-specific, U.S. federal and blended state tax rate applicable to the derivative instruments which amounts are ($11,868,000), ($11,931,000) and $14,843,000 for the years ended December 31, 2010, 2009 and 2008...

  • Page 37
    ...) 2010 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 and long-lived...

  • Page 38
    ... Company's revenues consist of: • Vehicle rental revenue generated from renting vehicles and related ancillary products and services sold to customers through company-owned stores, and • Other revenue generated from leasing vehicles to franchisees, continuing franchise and service fees, parking...

  • Page 39
    ... the termination of a substantial portion of the licensee vehicle leasing program during 2009, a $1.8 million decrease in the market value of investments in the Company's deferred compensation and retirement plans, partially offset by an increase of $1.8 million in fees and services revenue derived...

  • Page 40
    ... in gasoline expense resulting primarily from higher average gas prices, which is generally recovered in revenues from customers, and a $5.6 million increase in vehicle tag and tax expense, which is also a result of operating a newer average fleet in 2010 compared to 2009. Personnel-related expenses...

  • Page 41
    ... due to lower average vehicle debt, partially offset by reduced interest income as the Company used excess restricted cash on hand to reduce indebtedness, and to reinvest in the rental fleet. As a percent of revenue, net interest expense was 5.8% in 2010, compared to 6.2% in 2009. Long-lived asset...

  • Page 42
    ... leasing program on a limited basis beginning in 2009, a $4.3 million decrease in fees and services revenue, and a $1.3 million decrease in parking income, partially offset by a $7.1 million increase in the market value of investments in the Company's deferred compensation and retirement plans. The...

  • Page 43
    ... 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 offset by an increase due to the one-time $12.9 million settlement of certain manufacturer...

  • Page 44
    ... commitments related to airport concession agreements, insurance programs, and for other purposes. The Company's primary sources of liquidity are cash generated from operations, secured vehicle financing, sales proceeds from disposal of used vehicles, letters of credit provided under the Senior...

  • Page 45
    ...its vehicle financing programs, cash provided from operations and from disposal of used vehicles. The Company also used cash for non-vehicle capital expenditures of $23.0 million. These expenditures consist primarily of airport facility improvements for the Company's rental locations and information...

  • Page 46
    ... term loan, airport concession fee and operating lease commitments related to airport and other facilities, technology contracts, and vehicle purchases. The Company expects to fund these commitments with existing cash resources, cash generated from operations, sales proceeds from disposal of used...

  • Page 47
    ... 2007-1 notes including floating rate notes swapped to fixed rates. Proceeds from the asset-backed medium-term notes and the Series 2010-1 VFN that are not utilized for vehicle financing and certain related receivables are maintained in restricted cash and investment accounts and are available for...

  • Page 48
    ... 2010-1 VFN Program had an interest rate of 3.06% at December 31, 2010. The Series 2010-1 VFN has a facility fee commitment rate of up to 1.5% per annum on any unused portion of the facility. In connection with this financing, RCFC entered into an interest rate cap agreement for a term of 30 months...

  • Page 49
    ... financing of Canadian vehicles. The term of the Partnership Agreement expired on May 31, 2010. In May 2010, the Company completed a new CAD $150 million Canadian fleet securitization program ("CAD Series 2010 Program"). This CAD Series 2010 Program has a term of one year and requires a program fee...

  • Page 50
    ... into the Company's financial statements. The Company has scheduled annual principal payments for vehicle debt of approximately $549 million in 2011 and approximately $700 million in 2012. The Company intends to use existing cash resources, cash generated from operations to fund nonvehicle capital...

  • Page 51
    ... Revenue-earning vehicles are stated at cost, net of related discounts. In 2010, the Company continued to increase the level of Non-Program Vehicles in its fleet. At December 31, 2010, Non-Program Vehicles accounted for approximately 98% of the total fleet. For Non-Program Vehicles, the Company must...

  • Page 52
    ... of operations. Share-based payment plans - The Company has share-based compensation plans under which the Company grants performance shares, non-qualified option rights and restricted stock to key employees and non-employee directors. The Company uses the closing market price of DTG's common stock...

  • Page 53
    ... in flat pricing for 2011 compared to 2010. The Company's guidance is based on a slightly less robust used vehicle market in 2011 as compared to 2010. In particular, Corporate Adjusted EBITDA in 2010 benefitted from approximately $63 million in gains on disposition of risk vehicles that were...

  • Page 54
    ... results and financial condition 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, 2010 (in...

  • Page 55
    ... 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 $ 2010 2011 2012 2013 2014 Thereafter Total Fair...

  • Page 56
    ... 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), the Company's internal control over financial reporting as of December 31, 2010, based on the...

  • Page 57
    DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2010, 2009 AND 2008 (In Thousands Except Per Share Data) 2010 REVENUES: Vehicle rentals Other Total revenues COSTS AND EXPENSES: Direct vehicle and operating Vehicle depreciation and ...

  • Page 58
    ... Additional capital Accumulated deficit Accumulated other comprehensive loss Treasury stock, at cost (6,433,715 and 6,414,906 shares, respectively) Total stockholders' equity Total liabilities and stockholders' equity See notes to consolidated financial statements. $ $ 463,153 100,000 277,407 69...

  • Page 59
    ... 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 60
    ...-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 (recovery of) losses on receivables Deferred income taxes (Increase)/decrease in fair...

  • Page 61
    ...other obligations Payments of non-vehicle debt Issuance of common shares Common stock offering costs Net settlement of employee withholding taxes on share-based awards Financing issue costs Net cash used in financing activities CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS: Beginning...

  • Page 62
    ... Management makes business and operating decisions on an overall company basis. Financial results are not available by brand. DTG's significant wholly owned subsidiaries include DTG Operations, Inc., Dollar Rent A Car, Inc., Thrifty, Inc., Rental Car Finance Corp. ("RCFC") and Dollar Thrifty Funding...

  • Page 63
    ...'s financial condition and results of operations could be adversely affected if one or more of its primary vehicle manufacturers were unable to meet their obligations to the Company. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers...

  • Page 64
    ...purposes could result in a loss or gain on sale. Vehicle rental companies bear residual value risk for these vehicles, which are referred to as "Non-Program Vehicles". Generally, the average holding term for Non-Program Vehicles is approximately 18 to 20 months. The Company is required to depreciate...

  • Page 65
    ... 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, information...

  • Page 66
    ..., restricted stock and stock option awards are accounted for using the fair value-based method for the 2010, 2009 and 2008 periods. The Company issued common shares to its Board of Directors for attendance at Board of Director committee meetings in 2008. Payment for attendance at Board of Directors...

  • Page 67
    ... Share and Per Share Data) Net income (loss) Basic EPS: Weighted average common shares Basic EPS Diluted EPS: Weighted average common shares Shares contingently issuable: Stock options Performance awards Employee compensation shares deferred Director compensation shares deferred Shares applicable...

  • Page 68
    ...530) 104,645 2009 $ Trade accounts receivable and other include primarily amounts due from rental customers, franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business. Vehicle manufacturer receivables include primarily...

  • Page 69
    ...other than recovery costs, totaled $17.0 million, $181.6 million and $670.4 million in 2010, 2009 and 2008, respectively, of which a substantial portion of the payments relate to the Company's guaranteed residual value program and outstanding balances at year-end are included in Vehicle Manufacturer...

  • Page 70
    ... greater emphasis on the current stock price than on management's long-range forecast in performing its impairment assessment. Based on this evaluation, management concluded that the entire amount of goodwill was impaired and the Company recorded a $281.2 million non-cash charge (pretax) related to...

  • Page 71
    ... 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 credit...

  • Page 72
    ... by the parent company on November 8, 2010. In March 2010, AMBAC was required to establish a segregated account of policies by the Office of the Commissioner of Insurance of the State of Wisconsin (the "OCIW"), although it has been continuing operations and paying claims in the ordinary course...

  • Page 73
    ... of Canadian vehicles. The Partnership Agreement of the Partnership expired on May 31, 2010. In May 2010, the Company completed a new CAD $150 million Canadian fleet securitization program ("CAD Series 2010 Program"). This CAD Series 2010 Program has a term of one year and requires a program fee of...

  • Page 74
    ... variable funding note CAD Series 2010-1 note (CAD fleet financing) Term Loan Total $ 500,000 49,118 10,000 $ 559,118 $ - $ 128,125 $ 11. DERIVATIVE FINANCIAL INSTRUMENTS The Company is exposed to market risks, such as changes in interest rates. Consequently, the Company manages the financial...

  • Page 75
    ... Fair Sheet Fair Location Value Location Value The interest rate swap agreements related to the Series 2005-1 notes and Series 2006-1 notes and the interest rate cap agreements related to the Series 2010-1 VFN and the Series 2010-3 VFN do not qualify for hedge accounting treatment. The (gain) loss...

  • Page 76
    ...and liabilities measured at fair value as of December 31, 2010 and December 31, 2009 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 77
    ... rates, credit risk and other variables. These calculations are performed by the financial institutions that are counterparties to the applicable swap and cap agreements and reported to the Company on a monthly basis. The Company uses these reported fair values to adjust the asset or liability...

  • Page 78
    ... INCLUDING SHARE-BASED PAYMENT PLANS Employee Benefit Plans The Company sponsors a retirement savings plan that incorporates the salary reduction provisions of Section 401(k) of the Internal Revenue Code and covers substantially all employees of the Company meeting specific age and length of service...

  • Page 79
    ...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 of grant. The non-qualified option rights have a term not exceeding ten years from the date of grant. The maximum number of shares for which option...

  • Page 80
    ...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 issued in 2009 and 2008 was $4.44 and $7.58...

  • Page 81
    ... option valuation model and the following assumptions: weighted-average expected life of awards of three years, volatility factor of 35.30% and risk-free rate of 2.32% for 2008. To arrive at the assumptions used to estimate the fair value of the Company's market condition based performance shares...

  • Page 82
    ... the LTIP, the Committee may grant restricted stock units to key employees and non-employee directors. The grant-date fair value of the award is based on the closing market price of the Company's common shares at the date of the grant. The Company recognizes compensation expense on a straight-line...

  • Page 83
    .... In 2008, non-employee directors were granted 7,000 shares with a grantdate fair 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. The Company recognized compensation costs of $0.6 million, $1.6 million...

  • Page 84
    ..., 2010 (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 85
    ...as well as provided for 50% bonus depreciation for assets placed in service in 2012. With the enactment of the Small Business and Tax Relief Acts, the Company's 2010 cash tax liability is substantially reduced and the Company has a refundable overpayment for the excess estimated tax payments made in...

  • Page 86
    ... to pay insurance and maintenance costs and additional rents generally based on revenues earned at the location. Certain of the airport locations are operated by franchisees who are obligated to make the required rent and concession fee payments under the terms of their franchise arrangements...

  • Page 87
    ...property damage claims, including third-party bodily injury and property damage. The Company maintains insurance for losses above these levels. The Company retains the risk of loss on SLI policies sold to vehicle rental customers. The Company records reserves for its vehicle liability exposure using...

  • Page 88
    ... to the letters of credit described in Note 10, the Company had letters of credit totaling $5.5 million at December 31, 2010 and 2009, which are primarily used to support insurance programs and airport concession obligations in Canada. The Company may also provide guarantees on behalf of franchisees...

  • Page 89
    ... functions for both the 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...

  • Page 90
    ... Merger Agreement with Hertz. During the fourth quarter of 2010 and a portion of 2011, the Company and Avis Budget have provided a substantial amount of information to the Federal Trade Commission (the "FTC") to respond to inquiries relating to competition in the rental car industry. Both companies...

  • Page 91
    ...(hereinafter defined) with a third party, including Avis Budget, or the Board of Directors recommends a "Company Takeover Transaction" within 12 months of October 1, 2010, the Merger Agreement termination date, the Company could be liable to Hertz for a termination fee of approximately $44.6 million...

  • Page 92
    SCHEDULE II DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEAR ENDED DECEMBER 31, 2010, 2009 AND 2008 Additions Balance at Beginning of Year Charged to costs and expenses Charged to other accounts Deductions Balance at End of Year (In Thousands) 2010 ...

  • Page 93
    ... 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 94
    ... to the Company's internal control over financial reporting, which appears 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...

  • Page 95
    ...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 96
    ...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, 2010 of the Company and our report dated February 28, 2011 expressed an unqualified opinion...

  • Page 97
    ..."Biographical Information Regarding Director Nominees and Executive Officers", "Independence, Meetings, Committees and Compensation of the Board of Directors - Audit Committee", "Section 16(a) Beneficial Ownership Reporting Compliance" and "Code of Ethics" in the Company's definitive Proxy Statement...

  • Page 98
    ... Amended and Restated Long-Term Incentive Plan and Director Equity Plan ("LTIP") under which Common Stock of the Company is authorized for issuance: Number of Securities Remaining Available for Number of Securities to be Issued Upon Exercise of Outstanding Plan Category Options, Warrants and Rights...

  • Page 99
    ... 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 and The Chicago Trust Company, filed as the same numbered exhibit with DTG...

  • Page 100
    4.141 Series 2005-1 Supplement dated as of April 21, 2005 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 8-K, filed April 26, 2005, Commission No. 1-13647* Financial Guaranty Insurance Policy No. CA01914A issued by XL ...

  • Page 101
    ... 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 102
    ...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 Bank Trust Company Americas (Series 2007-1), filed as the same numbered exhibit with DTG's Form 8-K, filed June 20...

  • Page 103
    ... Motor Vehicle Lease And Servicing Agreement (Group III), dated as of February 3, 2009 among Rental Car Finance Corp., as Lessor, DTG Operations, Inc. as Lessee and Servicer, and those Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees and Servicers thereunder...

  • Page 104
    ... Bank AG, New York Branch, as managing agent and administrative agent, filed as the same numbered exhibit with DTG's Form 8-K, filed April 14, 2010, Commission File No. 113647* Master Motor Vehicle Lease and Servicing Agreement (Group V), dated as of April 8, 2010, among Rental Car Finance Corp., as...

  • Page 105
    ... Trust Company Americas, as trustee, filed as the same numbered exhibit with DTG's Form 10-Q, filed November 2, 2010, Commission File No. 1-13647* Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of October 28, 2010, among Rental Car Finance Corp., as lessor, Dollar Thrifty...

  • Page 106
    ... Statement on Form S-1, as amended, Registration No. 333-39661†* Amendment to Long-Term Incentive Plan dated as of September 29, 1998, filed as the same numbered exhibit with DTG's Form S-8, Registration No. 333-79603, filed May 28, 1999†* Dollar Thrifty Automotive Group, Inc. Retirement Savings...

  • Page 107
    ... Savings Plan, with Appendix C attached, filed as the same numbered exhibit with DTG's Form 8-K, filed February 7, 2006, Commission File No. 1-13647†* Indemnification Agreement dated as of March 22, 2006 between Dollar Thrifty Automotive Group, Inc. and Richard W. Neu, non-employee director...

  • Page 108
    ...Shares Grant Agreement between the Company and the applicable employee, filed as the same numbered exhibit with DTG's Form 8-K, filed February 6, 2007, Commission File No. 1-13647†* Credit Agreement dated as of June 15, 2007 among Dollar Thrifty Automotive Group, as the borrower, various financial...

  • Page 109
    ...to Credit Agreement dated as of July 9, 2008 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party to the Credit Agreement, filed as the same numbered exhibit with DTG's Form 8-K, filed...

  • Page 110
    ... No. 1-13647†* Form of Indemnification Agreement between the Company and the applicable employee, filed as the same numbered exhibit with DTG's Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009, Commission File No. 1-13647†* Vehicle Supply Agreement dated as of February...

  • Page 111
    ... 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 112
    ... administrative agent and letter of credit issuer, and various financial institutions party thereto, filed as the same numbered exhibit with DTG's Form 8-K, filed November 24, 2010, Commission File No. 1-13647* Form of Performance Units Grant Agreement between the Company and the applicable employee...

  • Page 113
    ... of DTG** Consent of HoganTaylor LLP regarding Registration Statement on Form S8, Registration No. 333-89189, filed as the same numbered exhibit with Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan's Form 11-K for the fiscal year ended December 31, 2009, filed June 24, 2010, Commission...

  • Page 114
    .... Date: February 28, 2011 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 115
    ... Rental Car Finance Corp. and Deutsche Bank Trust Company Americas Vehicle Purchase Agreement dated December 13, 2010 (effective January 3, 2011) and Amendment No. 1 to the Vehicle Purchase Agreement dated December 16, 2010 (effective February 24, 2011) between General Motors LLC and Dollar Thrifty...

  • Page 116
    ... P.O. Box 43070 Providence, RI 02940-3070 For Overnight Delivery Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 800-962-4284 Worldwide Reservations Dollar Rent A Car 1-800-800-4000 www.dollar.com Thrifty Car Rental 1-800-THRIFTY www.thrifty.com Additional Company information is...

  • Page 117
    Dollar Thrifty Automotive Group, Inc. 5330 East 31st Street PO Box 35985 Tulsa, OK 74153-0985 Telephone: 918-660-7700 www.dtag.com