Thrifty Car Rental 2011 Annual Report Download - page 82

The Company had no material liability for unrecognized tax benefits at December 31, 2011.
There are no material tax positions for which it is reasonably possible that unrecognized tax
benefits will significantly change in the twelve months subsequent to December 31, 2011.
The Company files income tax returns in the U.S. federal and various state, local and foreign
jurisdictions. In the Company’s significant tax jurisdictions, the tax years 2008 and later are
subject to examination by U.S. federal taxing authorities and the tax years 2007 and later are
subject to examination by state and foreign taxing authorities.
The Company accrues interest and penalties on underpayment of income taxes related to
unrecognized tax benefits as a component of income tax expense in the consolidated
statements of income. No material amounts were recognized for interest and penalties under
ASC Topic 740 during the years ended December 31, 2011, 2010 and 2009.
13. STOCKHOLDERS’ EQUITY
Share Repurchase Program
On September 26, 2011, the Company announced that its Board of Directors had increased the
authorization of the share repurchase program previously announced on February 24, 2011 of
up to $100 million to up to $400 million. The share repurchase program is discretionary and
has no expiration date. Subject to applicable law, the Company may repurchase shares
through forward stock repurchase agreements, accelerated stock buyback programs, directly in
the open market, in privately negotiated transactions, or pursuant to derivative instruments or
plans complying with SEC Rule 10b5-1, among other types of transactions and arrangements.
Additionally, share repurchases are subject to applicable limitations under the Senior Secured
Credit Facilities, which as of December 31, 2011, permitted share repurchases totaling
approximately $280 million, after giving effect to the $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 below, no shares
were repurchased under the share repurchase program as of December 31, 2011.
On November 3, 2011, the Company entered into and pre-funded a forward stock repurchase
agreement with Goldman Sachs & Co. (“Goldman”) under which the Company agreed to
acquire $100 million of Company common stock. The Company currently expects to
repurchase shares in 2012 under the remaining authorization of the share repurchase program.
The share repurchase program may be increased, suspended or discontinued at any time.
On February 7, 2012, the Company settled the $100 million forward stock repurchase
agreement that was executed on November 3, 2011 and acquired 1,451,193 shares of
common stock at an average share price of approximately $68.91.
Shareholder Rights Plan
On May 18, 2011, the Company adopted a shareholder rights plan (the “Rights Plan”) under
which the Company’s shareholders will receive rights to purchase shares of a new series of
preferred stock in certain circumstances. Under the provisions of the Rights Plan, which has an
expiration date of May 30, 2012, the rights will be exercisable if a person or group, without the
Company’s approval, acquires 20% or more of the Company’s common stock or announces a
tender offer which results in the ownership of 20% or more of the Company’s common stock.
The rights also will be exercisable if a person or group that already owns 20% or more of the
Company’s common stock, without the Company’s approval, acquires any additional shares. If
the rights become exercisable, all rights holders (other than the person triggering the rights) will
be entitled to acquire the Company’s common stock at a 50% discount.
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