Dollar Rent A Car 2010 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... ACT OF 1934 For the fiscal year ended December 31, 2010 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...

  • Page 3
    ... 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 ...SECURITY...

  • Page 4
    ... about our federal income tax position, after giving effect to the impact of the Tax Relief Act, are affected by changes in our expected fleet size or operations or further legislative initiatives relating to taxes in the United States or elsewhere, and whether the Company will, as expected, recover...

  • Page 5
    ... change and its effects, 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...

  • Page 6
    ... a value-priced rental vehicle generally appealing to leisure customers, including foreign tourists, and to small businesses, government business and independent business travelers. As of December 31, 2010, Dollar and Thrifty had 605 locations in the U.S. and Canada of which 297 were company-owned...

  • Page 7
    ... Company expects to increase revenues and profitability through expansion of its commercial and tour business and continued improvements in the convenience, value and service it offers to customers. Enhanced Fleet Diversification and Fleet Management. The Company plans to operate a diversified fleet...

  • Page 8
    ... meaningful market share and the ability to impact pricing in numerous large airports in the United States. There is intense competition in the U.S. car rental industry on the basis of price, service levels, vehicle quality, vehicle availability and the convenience and condition of rental locations...

  • Page 9
    ... a high of approximately 114,000 vehicles in the third 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...

  • Page 10
    ... locations. Thrifty's total rental revenue generated by company-owned stores was $622.8 million for the year ended December 31, 2010. Corporate Operations United States The Company's operating model for U.S. Dollar and Thrifty company-owned stores includes generally maintaining separate airport...

  • Page 11
    ... image standards mandated by the airports. Summary of Corporate Operations Data 2010 Year Ended December 31, 2009 (in thousands) 2008 Rental revenues: United States - Dollar United States - Thrifty Total U.S. rental revenues Canada - Dollar Canada - Thrifty Total Canada rental revenues Total rental...

  • Page 12
    ... 8% of rental revenue. Franchisee Services and Products Dollar and Thrifty provide their U.S. and Canadian franchisees a wide range of products and services, including reservations, marketing programs and assistance, branded supplies, image and standards, rental rate management analysis and customer...

  • Page 13
    ... U.S., Canada and abroad. Marketing Dollar and Thrifty are positioned as value car rental companies in the travel industry, providing onairport convenience with low rates on quality vehicles. Customers who rent from Dollar and Thrifty are cost-conscious leisure, government and business travelers who...

  • Page 14
    ... customer loyalty and increasing revenue. Additionally, dollar.com and thrifty.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...

  • Page 15
    ...Web sites, distribution network, rate and reservation systems, fleet and revenue management systems. The counter automation system in company-owned stores processes rental transactions, facilitates the sale of additional products and services and facilitates the monitoring of the fleet and financial...

  • Page 16
    ... auctions and 27% directly to used car dealers, wholesalers and its franchisees during the year ended December 31, 2010. DTG Operations typically holds Program Vehicles in rental service for approximately six to eight months. Generally, Program Vehicles must be removed from service before they reach...

  • Page 17
    ... and Thrifty U.S. franchisees for each new model year. In recent years, the Company has made a fleet leasing program available to U.S. franchisees on a very limited basis and plans to do so again in 2011. U.S. Fleet Data Year Ended December 31, 2009 2010 2008 Average number of vehicles leased to...

  • Page 18
    ... 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 19
    ..., transportation and off-site treatment or disposal of waste materials. Dollar and Thrifty own 21, and lease 108, locations where petroleum products are stored in underground or above-ground tanks. For owned and leased properties, Dollar and Thrifty have programs designed to maintain compliance with...

  • Page 20
    ... the general used vehicle auction market. The costs of our risk vehicles may be materially affected by the relative strength of the used car market, particularly the market for one to two year old used cars. The strength of the used car market and its impact on residual values is driven by a number...

  • 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
    ... in key leisure destinations and earn a large portion of our revenue from these markets. Rental revenue from Florida, Hawaii, California and Texas represented approximately 60% of our total rental revenue for the year ended December 31, 2010. The severe decline in consumer spending in recent periods...

  • Page 23
    ... Monolines As of December 31, 2010, our obligations under our asset-backed medium-term notes total $1.0 billion in principal amount and are supported by note guaranty insurance policies issued by Ambac Assurance Corporation ("AMBAC") and Financial Guaranty Insurance Company ("FGIC"), both of which...

  • Page 24
    ... vehicle purchases in order to obtain cost savings that might otherwise be available through a manufacturer subject to the limitations. These limitations could also impact our targeted fleet mix in ways that adversely affect our results of operations and prospects. Like-Kind Exchange Program We use...

  • Page 25
    ... years. Accordingly, 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...

  • Page 26
    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 of compliance or make it uneconomical to ...

  • Page 27
    ... 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. A significant change in the amount and...

  • Page 28
    ... to increase revenues and operating income, given the challenges we face in increasing our market share in the key airport and local markets we serve, high barriers to entry in the insurance replacement market, capital and other constraints on expanding company-owned stores internationally, and...

  • Page 29
    ... owns real property that is leased to franchisees or other third-parties. As of December 31, 2010, the Company's company-owned operations were carried on at 297 locations in the U.S. and Canada, the majority of which are leased. Dollar and Thrifty each operate companyowned stores under concession...

  • Page 30
    ... effect on the Company's consolidated operating results for the particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position. ITEM 4. [REMOVED AND RESERVED...

  • Page 31
    ... MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES DTG's common stock is listed on the New York Stock Exchange under the trading symbol "DTG." The high and low closing sales prices for the common stock for each quarterly period during 2010...

  • Page 32
    ... Group 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...

  • Page 33
    ...-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 and expenses: Direct vehicle and operating Vehicle depreciation and lease...

  • Page 34
    ... Company-owned stores Franchisee locations Total rental 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...

  • 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
    ... earnings (loss) per share ("EPS") to non-GAAP diluted EPS: EPS, diluted - as reported EPS impact of (increase) decrease in fair value of derivatives, net of tax EPS impact of goodwill and long-lived asset impairment, net of tax EPS, diluted - non-GAAP (d) EPS impact of merger-related expenses, net...

  • Page 37
    ...to GAAP results. Year Ended December 31, 2009 2008 (in thousands) 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...

  • Page 38
    ...vehicle and operating Vehicle depreciation and lease charges, net Selling, general and administrative Interest expense, net Goodwill and long-lived asset impairment Total costs and expenses (Increase) decrease in fair value of derivatives Income (loss) before income taxes Income tax expense (benefit...

  • Page 39
    ... Ended December 31, 2010 Compared with Year Ended December 31, 2009 Revenues 2010 2009 $ Increase/ (decrease) (in millions) % Increase/ (decrease) Vehicle rentals Other Total revenues Vehicle rental metrics: Average number of vehicles operated Average revenue per day Number of rental days Vehicle...

  • Page 40
    ... 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 decreased $4.9 million. Approximately $3.5 million...

  • Page 41
    ... lower write-offs of long-lived assets at its company-owned stores and software no longer in use. The change in fair value of the Company's derivative agreements was an increase of $28.7 million in 2010 compared to an increase of $28.8 million in 2009, due to market change in the interest rate yield...

  • Page 42
    ...Ended December 31, 2009 Compared with Year Ended December 31, 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 Vehicle...

  • Page 43
    ... fleet with current demand levels. In addition, net vehicle 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...

  • Page 44
    ...operations long-lived assets of $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...

  • Page 45
    ... balances and secured vehicle financing programs are adequate to meet its liquidity requirements during 2011. The Company has asset-backed medium-term note maturities totaling $500 million that amortize ratably from January 2011 through May 2011. During 2010, the Company added $950 million of fleet...

  • Page 46
    ... of airport facility improvements for the Company's rental locations and investments in IT equipment and systems. Cash used in investing activities was $198.4 million for 2008. The principal use of cash in investing activities was the purchase of revenue-earning vehicles, which totaled $2.2 billion...

  • Page 47
    ... notes are calculated based on the stated rate and for floating rate notes are calculated based on the LIBOR rates forecast or commercial paper rates, as applicable. The Company also has self-insured liabilities related to third-party bodily injury and property damage claims totaling $107.7 million...

  • Page 48
    ... into an interest rate cap agreement for a term of 30 months with a notional amount of $200 million to effectively limit the Series 2010-1 VFN's floating rate to a maximum of 5%. In June 2010, RCFC completed a $300 million Series 2010-2 VFN which may be drawn and repaid from time to time in whole or...

  • Page 49
    ... this financing, RCFC entered into an interest rate cap agreement for a term of 25 months with a notional amount of $450 million to effectively limit the Series 2010-3 VFN's floating rate to a maximum of 5%. Canadian Fleet Financing DTG Canada had a partnership agreement (the "Partnership Agreement...

  • Page 50
    ...55% of its average debt will bear interest at floating rates. See Item 8 - Note 10 of Notes to Consolidated Financial Statements. Like-Kind Exchange Program The Company utilizes a like-kind exchange program for its vehicles whereby tax basis gains on disposal of eligible revenue-earning vehicles are...

  • Page 51
    ...loss or gain on sale. A one percent change in the expected residual value of Non-Program Vehicles sold during 2010 would have impacted vehicle depreciation expense net by $5.9 million. The average holding term for vehicles was approximately 18 to 20 months for 2010. For Program Vehicles, the Company...

  • Page 52
    ... the financial reporting basis and the tax basis of the Company's assets and liabilities by applying enacted statutory tax rates that management believes will be applicable to future years for these differences. Changes in tax laws and rates in future periods may materially affect the amount of...

  • Page 53
    ...$200 million. This estimate does not reflect the impact of merger-related expenses in 2011. The Company provided the following additional information with respect to its full year guidance: x Vehicle rental revenues are projected to be up 2 - 4 percent compared to 2010, with such increases occurring...

  • Page 54
    ... fleet. Other 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...

  • Page 55
    ... 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 Value...

  • Page 56
    ...Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts...

  • 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
    ...In Thousands Except Share and Per Share Data) 2010 ASSETS Cash and cash equivalents Cash and cash equivalents-required minimum balance Restricted cash and investments Receivables, net Prepaid expenses and other assets Revenue-earning vehicles, net Property and equipment, net Income taxes receivable...

  • Page 59
    ...BALANCE, DECEMBER 31, 2009 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 Comprehensive income: Net income Interest rate...

  • Page 60
    ... and other assets Accounts payable Accrued liabilities Vehicle insurance reserves Other Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Revenue-earning vehicles: Purchases Proceeds from sales Change in cash and cash equivalents - required minimum balance Net change in...

  • Page 61
    ... 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 of year End...

  • Page 62
    ... provide vehicle financing to the Company. Estimates - The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts...

  • Page 63
    ... Related Vehicle Depreciation Expense - Revenue-earning vehicles are stated at cost, net of related discounts. At December 31, 2010, Non-Program Vehicles accounted for approximately 98% of the Company's total fleet. For these Non-Program Vehicles, the Company must estimate what the residual values...

  • Page 64
    ... used for depreciation 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...

  • Page 65
    ... 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 66
    ...The Company uses the fair value-based method of accounting for stock-based compensation. All performance share, 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...

  • Page 67
    ... of $6.6 million. 3. EARNINGS PER SHARE The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted EPS is shown below: Year Ended December 31, 2009 2008 2010 (In Thousands, Except Share and Per Share Data) Net income (loss) Basic EPS...

  • Page 68
    ... doubtful accounts represents potentially uncollectible amounts owed to the Company from franchisees, tour operators, corporate account customers and others. 5. REVENUE-EARNING VEHICLES Revenue-earning vehicles consist of the following: December 31, 2010 (In Thousands) Revenue-earning vehicles Less...

  • 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
    ... to the impairment of goodwill ($223.5 million after-tax) during 2008, which represents the total accumulated impairment loss. The Company had no goodwill on its balance sheet at December 31, 2010 or 2009. Historically, when the Company acquired locations from franchisees, it established unamortized...

  • Page 71
    ... and investments, and certain receivables related to revenue-earning vehicles, are available to satisfy 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...

  • Page 72
    ... a term of 30 months with a notional amount of $200 million to effectively limit the Series 2010-1 VFN's floating rate to a maximum of 5%. In June 2010, RCFC completed a $300 million asset-backed variable funding note program (the "Series 2010-2 VFN"), which may be drawn and repaid from time to time...

  • Page 73
    ...term of 42 months with a notional amount of $300 million to effectively limit the Series 2010-2 VFN's floating rate to a maximum of 5%. In October 2010, RCFC completed a $450 million asset-backed variable funding note program (the "Series 2010-3 VFN"), which may be drawn and repaid from time to time...

  • Page 74
    ... Asset-backed 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...

  • Page 75
    ... instruments for the years ended December 31, 2010 and 2009 are as follows (in thousands): Amount of (Gain) or Loss Recognized in Income on Derivative Years Ended December 31, 2010 $ $ (28,694) (28,694) $ $ 2009 (28,848) (28,848) Net (increase) decrease in fair value of derivatives Location of (Gain...

  • Page 76
    ... $13.9 million of net deferred loss related to the 2007 Swap and the 2010-2 Cap will be reclassified into earnings within the next 12 months. 12. FAIR VALUE MEASUREMENTS Financial instruments are presented at fair value in the Company's balance sheets. Fair value is defined as the price which would...

  • Page 77
    ... that utilizes current market and industry conditions, the Company's credit risk and assumptions related to the Monolines providing financial guaranty policies on those notes and the limited market liquidity for such notes. Additionally, the fair value of the Term Loan was similarly developed using...

  • Page 78
    ...$500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates. The fair value excludes the impact of the related interest rate swaps. 13. EMPLOYEE BENEFIT PLANS INCLUDING SHARE-BASED PAYMENT PLANS Employee Benefit Plans The Company sponsors a retirement savings plan...

  • Page 79
    ... 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 80
    ... this approach, share-based compensation deductions are, effectively, always considered last to be realized. The Company realized $0.4 million and $1.3 million in tax benefits for the options exercised during 2010 and 2009, respectively, due to full utilization of the net operating losses in 2009...

  • Page 81
    ... on December 31, 2013. The grant-date fair value for the awards was based on the closing market price of the Company's common shares at the date of grant. The number of performance units ultimately earned will depend upon the level of corporate performance against a pre-established target in 2011...

  • Page 82
    ..., 2010, the intrinsic value of the nonvested performance share awards was $11.4 million. Restricted Stock Units - Under 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...

  • Page 83
    ... with a grant-date fair value of $13.98 per share. In 2010 and 2009, an employee director was issued 30,053 restricted stock units that vested during the year, of which 6,991 shares were used for net settlement to offset taxes, and designated the shares withheld as treasury shares, and issued 20,053...

  • Page 84
    ... 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 and notes...

  • Page 85
    ... tax effect of the Canadian net operating losses and other deferred tax assets. The Company's effective tax rate differs from the maximum U.S. statutory income tax rate. The following summary reconciles taxes at the maximum U.S. statutory rate with recorded taxes: 2010 Amount Percent Year Ended...

  • Page 86
    ... agreements provide airport terminal counter space in return for a minimum rent. In many cases, the Company's subsidiaries are also obligated to pay insurance and maintenance costs and additional rents generally based on revenues earned at the location. Certain of the airport locations are operated...

  • Page 87
    .... 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 actuarially-based loss estimates, which are updated semi-annually in June and December of each year, for public liability and property damage...

  • Page 88
    ... 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 to...

  • Page 89
    ..., 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, 2009 (In Thousands) 2010 2008 Revenues: United States Foreign countries $ 1,455...

  • Page 90
    ... updates on its vehicle insurance programs. See Note 15 for further discussion. In 2010, the majority relating to the third quarter, the Company wrote off $1.1 million (pretax) primarily related to software no longer in use and to impairments of assets at its company-owned stores. During the second...

  • Page 91
    ... coverage ratio of 2.00 to 1.00, consistent with the terms of the Amendment. On February 24, 2011, the Company announced that its Board of Directors had authorized a share repurchase program providing for the repurchase of up to $100 million of the Company's common stock. The share repurchase...

  • Page 92
    ... to costs and expenses Charged to other accounts Deductions Balance at End of Year (In Thousands) 2010 Allowance for doubtful accounts $ 7,530 $ (399) $ $ (2,416) $ 4,715 Vehicle insurance reserves $ 108,584 $ 39,729 $ - $ (40,593) $ 107,720 Valuation allowance for deferred tax assets $ 24...

  • Page 93
    ... to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only...

  • Page 94
    ... 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 95
    ... our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material...

  • Page 96
    ... also audited, 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, 2010 of the Company and our report dated February 28, 2011 expressed an...

  • Page 97
    ...14A promulgated by the SEC not later than 120 days after the end of the Company's fiscal year ended December 31, 2010, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except as set forth below regarding...

  • Page 98
    ... information for the fiscal year ended December 31, 2010 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 of Securities Remaining Available for Number of Securities...

  • Page 99
    ... 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's Form 10-Q for the quarterly period ended September 30, 2001, filed November 13, 2001, Commission File No. 1-13647* Note Purchase...

  • Page 100
    ... Assignment of Exchange Agreement dated as of March 28, 2006 among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 8-K, filed April 3, 2006, Commission No. 1-13647* Note Guaranty Insurance Policy No. AB0981BE...

  • Page 101
    ...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 quarterly period ended...

  • Page 102
    ... to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV) among Rental Car Finance Corp., DTG Operations, Inc. and Dollar Thrifty Automotive Group, Inc., filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended June 30, 2007, filed August...

  • Page 103
    ...Collateral Agency Agreement (the "Master Collateral Agreement"), dated as of February 14, 2007, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Rental Car Finance Corp., the Financing Sources named therein and Deutsche Bank Trust Company Americas, as Master Collateral Agent, filed...

  • 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...

  • Page 105
    ...No. 2 effective October 28, 2010, to Master Exchange and Trust Agreement dated as of July 23, 2001 among Rental Car Finance Corp., DTG Operations, Thrifty, DB Like-Kind Exchange Services Corp., VEXCO, LLC and Deutsche Bank Trust Company Americas, filed as the same numbered exhibit with DTG's Form 10...

  • Page 106
    ... 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 107
    ... 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 ended September 30, 2006, filed November 8, 2006, Commission File...

  • Page 108
    ..., filed as the same numbered exhibit with DTG's Form 10-K for the fiscal year ended December 31, 2007, filed February 29, 2008, Commission File No. 1-13647†* Consent to Action in Lieu of Meeting of the Board of Directors of Dollar Thrifty Automotive Group, Inc. effective January 1, 2008 regarding...

  • Page 109
    ... 17, 2008 and effective as of November 24, 2008, 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 November...

  • Page 110
    ... exhibit with DTG's Form 10-Q for the quarterly period ended March 31, 2009, filed May 6, 2009, Commission File No. 1-13647†* Letter Agreement, dated as of June 2, 2009, between Dollar Thrifty Automotive Group, Inc., and Deutsche Bank Trust Company Americas, as letter of credit Issuer, relating to...

  • Page 111
    ... Stock Units Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable director, filed as the same numbered exhibit with DTG's Form 10-K for the fiscal year ended December 31, 2009, filed March 4, 2010, Commission File No. 1-13647†* Dollar Thrifty Automotive Group, Inc. 2010...

  • Page 112
    ...of Dollar Thrifty Automotive Group, Inc. dated as of March 24, 2010, filed as the same numbered exhibit with DTG's Form 10-Q for the quarterly period ended March 31, 2010, filed May 5, 2010, Commission File No. 1-13647†* Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan...

  • Page 113
    ...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 File No. 1-13647* Consent of Deloitte & Touche LLP regarding DTG's Forms S-8, Registration No. 333...

  • Page 114
    ... requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 28, 2011 DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By: Name: Title: /s/ SCOTT L. THOMPSON Scott...

  • Page 115
    ... Deferred Compensation Election between the Company and the applicable director Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director's Compensation effective December 1, 2010 Dollar Thrifty Automotive Compensation Plan Subsidiaries of DTG Consent of Deloitte & Touche LLP regarding...

  • Page 116
    ... Dollar Thrifty Automotive Group, Inc. 5330 E. 31st Street P.O. Box 35985 Tulsa, OK 74153-0985 Telephone (918) 660-7700 Stock Trading The common stock is listed on the New York Stock Exchange under the symbol DTG. Form 10-K A copy of the Company's Annual Report on Form 10-K for the year ended...

  • 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