Thrifty Car Rental 2011 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... of a recovering travel market, a strong used car market, lower financing and operating costs and healthy demand for DTG's value‐oriented product offerings, the Company was able to deliver on our mission to drive shareholder value. In 2011, DTG reported net income of...

  • Page 3
    ...31, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 1-13647 _____ DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or...

  • Page 4
    ...BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS...CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ...PRINCIPAL ACCOUNTING FEES AND SERVICES ...EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ...28 31 32 50 51 88 88 91 BUSINESS ...RISK FACTORS ...UNRESOLVED STAFF...

  • Page 5
    ...risk vehicles (i.e., those vehicles not acquired through a guaranteed residual value program) in our fleet and our exposure to wholesale used vehicle prices; 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 6
    ..., and the costs and outcome of pending litigation; disruptions in the operation or development of information and communication systems that we rely on, including those relating to methods of payment; local market conditions where we and our franchisees do business, including whether franchisees...

  • Page 7
    ... respective brands. Thrifty Car Sales operates a franchised retail used car sales network. The Company also has a special purpose financing entity, Rental Car Finance Corp. ("RCFC"), which has been consolidated in the financial statements of the Company. Dollar Rent A Car, Inc., the Dollar brand and...

  • Page 8
    ... of consolidated purchasing programs and expanded use of best practices throughout the Company. • • • Available Information The Company makes available free of charge on or through its Internet Web site its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form...

  • Page 9
    ..., 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 which makes them dependent on access to the fleet financing and capital markets to fund operations...

  • Page 10
    ... 118,000 vehicles in the second quarter. The Company The Company has two value rental car brands, Dollar and Thrifty, with a strategy to operate company-owned stores in the top 75 airport markets and in key leisure destinations in the United States. In the U.S., the Dollar and Thrifty brands are...

  • Page 11
    ... December 31, 2011. 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 12
    ...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 13
    ...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 Data As of...

  • Page 14
    ... and supply programs. At December 31, 2011, Thrifty Car Sales had 32 franchise locations. Other Services Supplemental Equipment and Optional Products - Dollar and Thrifty make available loss damage waivers and insurance products related to the vehicle rental, subject to availability and applicable...

  • Page 15
    ... loyalty and increasing revenue. Dollar and Thrifty are among the leading car rental companies in direct-connect technology, which bypasses global distribution systems and reduces reservation costs by allowing customers to book directly through the travel partners' Websites. Dollar and Thrifty have...

  • Page 16
    ... 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 17
    ... Value Program. Non-Program Vehicles typically have lower acquisition costs and lower depreciation rates than comparable Program Vehicles, and also allow the Company to reduce its risk related to the creditworthiness of the vehicle manufacturers. The manufacturer does not set any terms or conditions...

  • Page 18
    ...industry on the basis of price, service levels, vehicle quality, vehicle availability and the convenience and condition of rental locations. Dollar and Thrifty and their franchisees operate mainly in the U.S. airport market, relying on leisure, tour and small business customers. In addition to local...

  • Page 19
    ... 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, environmental...

  • Page 20
    ... with applicable requirements of environmental laws, there can be no assurance that the Company's future environmental liabilities will not be material to the Company's consolidated financial position, results of operations or cash flows. Employees As of December 31, 2011, the Company employed...

  • Page 21
    ...December 31, 2011 and expect that risk vehicles will account for approximately the same percentage of our fleet in 2012. The depreciation costs for these vehicles are highly dependent on wholesale used vehicle prices at the time of sale, requiring us to make assumptions regarding the age and mileage...

  • Page 22
    ... these increased costs cannot be passed through to our 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...

  • Page 23
    ... number of factors, including the fleet mix of Program versus Non-Program Vehicles as well as the credit ratings of vehicle manufacturers and the Company. There can be no assurance that collateral enhancement requirements on future asset-backed financings will not increase significantly. The Company...

  • Page 24
    ... the terms of our asset-backed financing programs, including percentage limitations on the number of vehicles purchased from specified manufacturers and on the number of Program Vehicles in the fleet. These may prevent us from making opportunistic vehicle purchases in order to obtain cost savings...

  • Page 25
    ... providing various insurance coverages in our domestic vehicle rental operations are regulated under state laws governing the licensing of such products. Any changes in U.S. or foreign law that change our operating requirements with respect to optional insurance products could increase our costs...

  • Page 26
    ... have a material and adverse effect on our operations and cash flows. Liability Insurance Risk We are exposed to claims for personal injury, death and property damage resulting from accidents involving our rental customers and the use of our cars. In both 2011 and 2010, we maintained the level of...

  • Page 27
    ... 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 Beteta (No...

  • Page 28
    ... 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. Plaintiffs...

  • Page 29
    ... matters, based on current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on its business or consolidated financial statements. However, the outcome of such legal matters...

  • Page 30
    ...payment of cash dividends is subject to limitations under the New Revolving Credit Facility. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On September 26, 2011, the Company announced that its Board of Directors had increased the authorization of the share repurchase program...

  • Page 31
    ... information describes the Company's share repurchases during the fourth quarter of the fiscal year ended December 31, 2011: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs...

  • Page 32
    ... Rental & Leasing Services Group Index (the "Morningstar Group Index") and the Russell 2000 Index. The Morningstar Group Index is a published index of 25 stocks including DTG, which covers companies that rent or lease various durable goods to the commercial and consumer market including cars...

  • Page 33
    ... financial statements of the Company. The system-wide data and company-owned stores data were derived from Company records. 2011 2010 Year Ended December 31, 2009 2008 2007 (in thousands except per share amounts) Statements of Operations: Revenues: Vehicle rentals Other Total revenues Costs...

  • Page 34
    ...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 35
    ... The tax effect of the increase 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 ($1,433,000), ($11,868,000) and ($11,931,000) for the years ended December 31, 2011, 2010 and 2009...

  • Page 36
    ...of Corporate Adjusted EBITDA to Cash Flows From Operating Activities Corporate Adjusted EBITDA Vehicle depreciation, net of gains/losses from disposal Non-vehicle interest expense Change in assets and liabilities and other Net cash provided by operating activities Memo: Net cash provided by (used in...

  • Page 37
    ... provides sensitivity to the Company's results for changes in these key drivers: Estimated Change in Corporate Adjusted EBITDA (increase or decrease) Metric Sensitivity $1.00 Change in Price / RPD 1% Change in Rental Days $10.00 Change in Fleet Cost Per Vehicle Per Month 1% Change in Operating...

  • 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
    ...favorable claims development trends resulting from specific actions taken by the Company to lower its overall insurance costs. Those steps included, among others, closing a significant number of local market locations and raising acceptable credit scores for eligible customers in order to reduce the...

  • Page 40
    ... to a lower base fee paid to a third party service provider in 2011 as compared to 2010. Loyalty programs and commission expenses increased $1.4 million primarily due to increased rental days. Net interest expense decreased $11.9 million in 2011 primarily due to lower average vehicle debt and lower...

  • Page 41
    ...due to the termination of a substantial portion of the licensee vehicle leasing program during 2009 and 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...

  • Page 42
    ... from operating a newer and slightly reduced average fleet in 2010 compared to 2009, a $5.4 million decrease in vehicle insurance expenses primarily due to a change in insurance reserves resulting from favorable developments in claim history and a $2.3 million decrease in net vehicle damages...

  • Page 43
    ... 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 44
    ... 2011. The Company further modified its fleet debt capacity by terminating the $200 million Series 2010-1 VFN and the $300 million Series 2010-2 VFN in October 2011. The secured vehicle financing programs require varying levels of credit enhancement or overcollateralization, which are provided...

  • Page 45
    ... Financing Activities Net cash used in financing activities was $119.3 million in 2011 primarily due to a $100 million forward stock repurchase agreement entered into and pre-funded in November 2011 to buyback Company shares. The Company also paid $14.8 million in deferred financing costs associated...

  • Page 46
    ...are calculated based on the stated rate and for floating rate notes are calculated based on the forward LIBOR curve or commercial paper rates, as applicable. The Company also has self-insured liabilities related to third-party bodily injury and property damage claims totaling $86.5 million that are...

  • Page 47
    ... a minimum interest coverage ratio of 2.0 to 1.0 and a minimum corporate EBITDA requirement of $75 million, consistent with the covenants in the New Revolving Credit Facility. Canadian Fleet Financing On April 18, 2011, due to the Company's excess cash position and the cost differential between the...

  • Page 48
    ... with cash provided from operations and from the sale of vehicles. The Company has funded growth in its rental 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...

  • Page 49
    ... Non-Program Vehicles at the expected time of disposal to determine monthly depreciation rates. The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as expected used vehicle auction market conditions. The...

  • Page 50
    ... exposure for losses related to bodily injury and property damage liability claims along with the risk retained for the supplemental liability insurance program. The obligation for Vehicle Insurance Reserves represents an estimate of both reported accident claims not yet paid and claims incurred but...

  • Page 51
    ...improving U.S. travel market and a strong used vehicle market in 2012. The Company is providing the following guidance for 2012 with respect to key drivers of its business model: • • Vehicle rental revenues are projected to be up 3 - 5 percent compared to 2011. Vehicle depreciation costs for the...

  • Page 52
    ...in U.S. dollars. Foreign exchange risk is immaterial to the consolidated 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...

  • Page 53
    ... REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Dollar Thrifty Automotive Group, Inc.: We have audited the accompanying consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries (the "Company") as of December 31, 2011...

  • Page 54
    ...'s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan...

  • Page 55
    DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEAR ENDED DECEMBER 31, 2011, 2010 AND 2009 (In Thousands Except Per Share Data) 2011 REVENUES: Vehicle rentals Other Total revenues COSTS AND EXPENSES: Direct vehicle and operating Vehicle depreciation and ...

  • Page 56
    DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2011 AND 2010 (In Thousands Except Share and Per Share Data) 2011 ASSETS Cash and cash equivalents Cash and cash equivalents-required minimum balance Restricted cash and investments Receivables, net ...

  • Page 57
    ... 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 58
    ... cash provided by operating activities: Depreciation: Vehicle depreciation Non-vehicle depreciation Net gains from disposition of revenue-earning vehicles Amortization Performance share incentive, stock option and restricted stock plans Interest income earned on restricted cash and investments Long...

  • Page 59
    ... Payments of non-vehicle debt Issuance of common shares Common stock offering costs Net settlement of employee withholding taxes on share-based awards Early termination of interest rate swap Forward stock repurchase agreement Financing issue costs Net cash used in financing activities CHANGE IN CASH...

  • Page 60
    ...daily 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 provides vehicle financing to...

  • Page 61
    ... of Non-Program Vehicles at the expected time of disposal to determine monthly depreciation rates. The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as the general used vehicle market conditions at the...

  • Page 62
    ... in fair value are recorded in accumulated other comprehensive loss (Note 9). All cash flows associated with cash flow hedges are classified in operating activities in the Consolidated Statements of Cash Flows. Vehicle Insurance Reserves - Provisions for public liability and property damage and...

  • Page 63
    ... with customers. Revenues from leasing vehicles to franchisees are principally under operating leases with fixed monthly payments and are recognized ratably as earned over the lease terms. Revenues from fees and services include providing sales and marketing, reservations, information systems...

  • Page 64
    ... compensation. All performance share, restricted stock and stock option awards are accounted for using the fair value-based method for the 2011, 2010 and 2009 periods. The fair value of these common shares is determined based on the closing market price of the Company's common shares at the specific...

  • Page 65
    ...from December 31, 2010 to December 31, 2011. The Company uses the treasury stock method to determine the denominator used in the diluted EPS calculation. To derive the denominator, the number of outstanding options is reduced by the number of shares that would be repurchased from assumed proceeds of...

  • Page 66
    ...(4,715) 69,456 2010 $ 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 67
    ... of the Company's fleet, is recorded on a straight-line basis over the life of the vehicle, based on the original acquisition cost, the projected residual value at the time of sale, and the estimated length of time the vehicle will be held in service. The Company's vehicle depreciation rates will be...

  • Page 68
    ... a prospective basis when residual value assumptions change due to changes in used vehicle market conditions. 6. PROPERTY AND EQUIPMENT Major classes of property and equipment consist of the following: December 31, 2011 (In Thousands) Land Buildings and improvements Furniture and equipment Leasehold...

  • Page 69
    ...Credit Facilities. These financial covenants were modified in connection with the Company's entry into the New Revolving Credit Facility. See below for further discussion. The Series 2011-1 notes are comprised of $420 million principal amount of Series 2011-1 Class A Notes with a fixed interest rate...

  • Page 70
    ... and servicing agreements. The assetbacked note indentures also provide for additional credit enhancement through over collateralization of the vehicle fleet, cash or letters of credit and/or maintenance of a liquidity reserve. RCFC is in compliance with the terms of the indentures. Variable Funding...

  • Page 71
    ... 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. The Company used interest rate swap agreements for asset-backed medium-term...

  • Page 72
    ...) 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 Series 2007-1 notes ("2007 Swap") constituted a cash flow hedge and satisfied the criteria for hedge accounting under the "long...

  • Page 73
    ... basis as of December 31, 2011 and 2010 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 Observable Unobservable Identical Assets...

  • Page 74
    ...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 75
    ... 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 76
    ... 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 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...

  • Page 77
    ...as compensation expense over the period the shares are earned. In December 2011, a target number of performance units was granted with a grant-date fair value of $69.58. The grant-date fair value for the awards was based on the closing market price of the Company's common shares on the date of grant...

  • Page 78
    ...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 on the date of grant. The total fair value of restricted stock units that vested during 2011, 2010 and 2009 was $0.6 million, $0.6 million and...

  • Page 79
    ... and the remaining 60% vesting in 2012. In 2011, 2010 and 2009, an employee director was issued 30,057, 30,053 and 20,053 restricted stock units that vested during the year, respectively. In 2011, of the 30,057 restricted stock units, 5,616 shares were used for net settlement to offset taxes, and...

  • Page 80
    ..., 2011 (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 81
    ... Company may make material cash federal income tax payments in future periods. In September 2010, Congress passed and the President signed into law the Small Business Jobs and Credit Act of 2010 (the "Small Business Act"), which extended 50% bonus depreciation allowances for assets placed in service...

  • Page 82
    ... $100 million forward stock repurchase plan pre-funded in November 2011. The New Revolving Credit Facility contains limitations on share repurchases. See Note 8 for further discussion. Although payments were funded in 2011 for share repurchases under the forward stock repurchase agreement described...

  • Page 83
    ... 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 with the Company's subsidiaries...

  • Page 84
    ... 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 public liability and property damage exposure using actuarially...

  • Page 85
    ... validation procedures and requires examinations under oath in order to reduce the risk of fraud and personal injury claims in certain markets. The accrual for Vehicle Insurance Reserves includes amounts for incurred and incurred but not reported losses. Such liabilities are based on actuarially...

  • Page 86
    ...letters of credit described in Note 8, the Company had letters of credit totaling $4.0 million and $5.5 million at December 31, 2011 and 2010, respectively, which are primarily used to support insurance programs and airport concession obligations in Canada. The Company may also provide guarantees on...

  • Page 87
    ... 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, 2010 (In Thousands) 2011...

  • Page 88
    ... Offer through November 1, 2011. On October 27, 2011, Hertz announced that it was withdrawing its Exchange Offer for all outstanding shares of the Company, in light of the Company's plan to commence its announced share repurchase program and current market conditions. However, Hertz noted that they...

  • Page 89
    ... 2009 Additions Balance at Beginning of Year Charged to costs and expenses Charged to other accounts Deductions Balance at End of Year (In Thousands) 2011 Allowance for doubtful accounts $ 4,715 $ 43 $ $ (1,918) $ 2,840 Vehicle insurance reserves $ 107,720 $ 17,667 $ - $ (38,872) $ 86,515...

  • Page 90
    ... 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 91
    ... 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 fiscal quarter that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting. 89

  • Page 92
    ...of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2011, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for the...

  • Page 93
    ..."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 94
    ... Plan Information The following table sets forth certain information for the fiscal year ended December 31, 2011 with respect to the Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan ("LTIP") under which Common Stock of the Company is authorized for issuance: Number...

  • Page 95
    ...Thrifty Automotive Group, Inc.'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 and The Chicago Trust Company...

  • Page 96
    ...-1 Supplement dated as of May 23, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.176 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed May 29, 2007 (Commission File No. 1-13647)) Financial Guaranty Insurance Policy No...

  • Page 97
    ... 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) (incorporated by reference to Exhibit 4.184 to Dollar Thrifty Automotive Group, Inc.'s Form...

  • Page 98
    ... 8, 2010, among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., Saratoga Funding Corp., LLC, as conduit purchaser, Deutsche Bank AG, New York Branch, as committed purchaser, and Deutsche Bank AG, New York Branch, as managing agent and administrative agent (incorporated by reference...

  • Page 99
    ... 28, 2010, among Rental Car Finance Corp., as seller, Dollar Thrifty Automotive Group, Inc., as master servicer, Saratoga Funding Corp., LLC, Liberty Street Funding LLC, Jupiter Securitization Company LLC, and Windmill Funding Corp, as conduit purchasers, Deutsche Bank AG, New York Branch, The Bank...

  • Page 100
    ...Credit Application and Agreement dated as of March 15, 2011 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2010-3) (incorporated by reference to Exhibit 4.233 to Dollar Thrifty Automotive Group, Inc.'s Form...

  • Page 101
    ...2011, among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.236 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, dated July 28, 2011 (Commission File No. 1-13647)) Series 2011-1 Supplement...

  • Page 102
    ...Termination Agreement, dated as of October 11, 2011, among Rental Car Finance Corp., as issuer, lessor, financing source and beneficiary, Dollar Thrifty Automotive Group, Inc., as master servicer and guarantor, DTG Operations, Inc., as lessee, servicer and lessee grantor, Deutsche Bank Trust Company...

  • Page 103
    ... No. 2 to Series 2011-2 Supplement dated as of February 23, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee* Pentastar Transportation Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to Dollar Thrifty Automotive Group, Inc...

  • Page 104
    ... Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective December 2, 2004 regarding the amendment to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan under the Bank of Oklahoma N.A. Defined...

  • Page 105
    ... Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. Taken in Lieu of Special Meeting effective February 1, 2006 regarding the amendment and restatement of Appendix C to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan, with Appendix C attached...

  • Page 106
    ...Stock Option Grant Agreement between the Company and the applicable employee (incorporated by reference to Exhibit 10.160 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed February 6, 2008 (Commission File No. 1-13647))†Amendment to Notice of Election Regarding Payment of Director's Fees...

  • Page 107
    ... 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 (incorporated by reference to Exhibit 10.192 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed...

  • Page 108
    ...Company Americas, as administrative agent and letter of credit issuer, and various financial institutions as are party thereto (incorporated by reference to Exhibit 10.223 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed June 30, 2009 (Commission File No. 1-13647)) Form of Restricted Stock...

  • Page 109
    ... Trust Company Americas, as administrative agent and letter of credit issuer, and various financial institutions as are party thereto (incorporated by reference to Exhibit 10.226 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed August 11, 2009 (Commission File No. 1-13647)) Vehicle Supply...

  • Page 110
    ... Company Americas, as administrative agent and letter of credit issuer, and various financial institutions party thereto (incorporated by reference to Exhibit 10.238 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed February 11, 2011 (Commission File No. 113647)) Vehicle Purchase Agreement...

  • Page 111
    ...agent and letter of credit issuer, and various financial institutions party thereto (incorporated by reference to Exhibit 10.246 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, dated September 23, 2011 (Commission File No. 1-13647)) Fourth Amendment dated August 1, 2011 to Vehicle Rental Supply...

  • Page 112
    ... Automotive Group, Inc. effective December 15, 2011†* Form of Performance Unit Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable employee†* Form of Restricted Stock Unit Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable director...

  • Page 113
    ... Financial ...management contract or compensatory plan...statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability...

  • Page 114
    ...has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. February 28, 2012 By: /s/ SCOTT L. THOMPSON Scott L. Thompson President and Principal Executive Officer Pursuant to the requirements of the Securities Exchange...

  • Page 115
    ... 2011-2 Supplement dated as of February 23, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee Second Amendment to Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated December 9, 2011 Dollar...

  • Page 116
    ...the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as..., and otherwise are not subject to liability under those sections (Exhibits omitted from Annual Report) 114

  • Page 117
    ... 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 available at www.dtag.com. Investor Relations Investors and potential investors with inquiries should...

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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