[x]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
73-1356520
(I.R.S. Employer
Identification No.)
|
Title of each class:
Common Stock, $.01 par value
|
Name of each exchange on which registered:
New York Stock Exchange
|
Large accelerated filer X
|
Accelerated filer
|
Non-accelerated filer ____
|
Smaller reporting company____
|
PART I
|
||||
5
|
||||
18
|
||||
25
|
||||
25
|
||||
25
|
||||
27
|
||||
PART II
|
||||
28
|
||||
31
|
||||
32
|
||||
50
|
||||
51
|
||||
88
|
||||
88
|
||||
91
|
||||
PART III
|
||||
91
|
||||
91
|
||||
91
|
||||
92
|
||||
92
|
|||
PART IV
|
|||
93
|
|||
112
|
|||
113
|
·
|
constraints on our growth and profitability 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 the challenges we would face in further reducing our expenses;
|
·
|
the impact of the continuing volatility in the global financial and credit markets, particularly in certain countries in the European Union, and concerns about global economic prospects that could materially adversely affect consumer discretionary spending, including for international inbound travel to the United States and for leisure travel more generally, on which we are substantially dependent;
|
·
|
the impact of pending and future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, which could materially adversely affect unemployment rates and consumer spending levels;
|
·
|
the continuing significant political unrest and other concerns involving certain oil-producing countries, which has contributed to price volatility for petroleum products, and in recent periods higher average gasoline prices, which could affect both broader economic conditions and consumer spending levels;
|
·
|
the impact of pricing and other actions by competitors;
|
·
|
our ability to manage our fleet mix to match demand and meet our target for vehicle depreciation costs, particularly in light of the significant level of 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, including the impact on vehicle depreciation costs in 2012 based on pricing volatility in the used vehicle market;
|
·
|
our ability to reduce our fleet capacity as and when projected by our plans;
|
·
|
the continuing strength of the U.S. automotive industry on which we depend for vehicle supply;
|
·
|
airline travel patterns, including disruptions or reductions in air travel resulting from capacity reductions, pricing actions, severe weather conditions, industry consolidation or other events, particularly given our dependence on leisure travel;
|
·
|
access to reservation distribution channels, particularly as the role of the Internet and mobile applications increases in the marketing and sale of travel-related services;
|
·
|
the effectiveness of actions we take to maintain a low cost structure and to manage liquidity;
|
·
|
the impact of repurchases of our common stock pursuant to our share repurchase program;
|
·
|
our ability to obtain cost-effective financing as needed without unduly restricting our operational flexibility;
|
·
|
our ability to comply with financial covenants, and the impact of those covenants on our operating and financial flexibility;
|
·
|
whether our preliminary expectations about our federal income tax position, after giving effect to the impact of the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010, are affected by changes in our expected fleet size or operations or further legislative initiatives relating to taxes in the United States or elsewhere;
|
·
|
our ability to continue to defer the reversal of prior period tax deferrals and the availability of accelerated depreciation payments in future periods, the lack of either of which could result in material cash federal income tax payments in future periods;
|
·
|
the cost of regulatory compliance, costs and other effects of potential future initiatives, including those directed at climate 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 whether franchisees will continue to have access to capital as needed; and
|
·
|
the impact of other events that can disrupt consumer travel, such as natural and man-made catastrophes, pandemics, social unrest and actual and perceived threats or acts of terrorism.
|
BUSINESS
|
·
|
Focus on Profitability of Core Operations. The Company’s focus is on maximizing profitability of its core operations and return on assets. Key to this effort has been a focus on the optimal balance between transaction volume and pricing, including particularly enhancing rate per day, even where achieving this objective has resulted in reduced rental days. The Company’s primary focus is the top 75 airport markets in the U.S. and in key leisure destinations. The Company continues to focus on maximizing profitability of its company-owned stores and continually monitors its stores in light of return on asset and profitability targets. The Company expects to increase revenues and profitability through expansion of its commercial and tour business, particularly with small and mid-sized corporate customers, and continued improvements in the convenience, value and service it offers to customers.
|
·
|
Enhanced Fleet Diversification and Fleet Management. The Company operates a diversified fleet, focused on maintaining inventory in line with travel demand, and product mix in line with customer demand. The Company’s expected fleet composition for the 2012 model year is comprised of vehicles from Chrysler (35%), Ford Motor Company (“Ford”) (26%), General Motors Company (“General Motors”) (14%) and other manufacturers (25%). A diversified fleet enables the Company to offer customers a wider range of vehicle options. The Company has also reduced its credit exposure to the major vehicle manufacturers by shifting its fleet mix to a greater proportion of vehicles purchased outside of manufacturer residual value programs, which has also reduced funding requirements and vehicle depreciation rates. The Company will also continue to explore alternative ways of disposing of its rental fleet to maximize proceeds, particularly through enhanced Internet sales opportunities and expanding retail sales.
|
·
|
Expand Brand Representation in Select Markets Through Franchising. The Company has a growing franchisee network, which provides it with brand representation in international markets, smaller U.S. airport locations and local markets that are not part of the Company’s core strategic focus. In those markets, franchised operations can provide the Company with recurring and stable sources of profit. In optimizing its ownership mix, the Company may continue to acquire franchisees on a limited and opportunistic basis for purposes of brand consolidation or to improve its representation in larger markets that may be under-served. In international markets outside of North America, the Company exclusively utilizes its franchise network to promote its operations, and will continue to pursue international franchise expansion as a growth opportunity. During 2011, the Company granted 18 and 4 new franchises to domestic and international franchisees, respectively.
|
·
|
Continued Focus on Cost Controls. The Company has undertaken significant cost control and productivity initiatives in recent years and considers its low cost structure to be a competitive strength. In addition to key areas such as personnel productivity initiatives utilized to optimize staffing levels, planned initiatives include further reliance on outsourcing arrangements and elimination of redundant systems, further expansion of consolidated purchasing programs and expanded use of best practices throughout the Company.
|
Summary Operating Data of the Company
|
||||||||||||
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
(in thousands) | ||||||||||||
Revenues:
|
||||||||||||
Revenue from U.S. and
|
||||||||||||
Canada company-owned
|
||||||||||||
stores
|
$ | 1,501,238 | $ | 1,491,210 | $ | 1,491,599 | ||||||
Revenue from franchisees
|
||||||||||||
and other (a)
|
47,690 | 45,950 | 54,650 | |||||||||
Total revenues
|
$ | 1,548,928 | $ | 1,537,160 | $ | 1,546,249 | ||||||
(a) Includes fleet leasing revenues of $5.1 million, $7.0 million and $16.4 million in 2011, 2010 and 2009, respectively. | ||||||||||||
As of December 31,
|
||||||||||||
2011 | 2010 | 2009 | ||||||||||
Rental locations:
|
||||||||||||
U.S. and Canada company-
|
||||||||||||
owned stores
|
280 | 297 | 296 | |||||||||
U.S. and Canada franchisee
|
||||||||||||
locations
|
306 | 308 | 317 | |||||||||
Summary of Corporate Operations Data
|
||||||||||||
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
(in thousands)
|
||||||||||||
Rental revenues:
|
||||||||||||
United States - Dollar
|
$ | 881,034 | $ | 839,267 | $ | 835,935 | ||||||
United States - Thrifty
|
542,964 | 574,141 | 576,230 | |||||||||
Total U.S. rental revenues
|
1,423,998 | 1,413,408 | 1,412,165 | |||||||||
Canada - Dollar
|
10,981 | 10,912 | 9,178 | |||||||||
Canada - Thrifty
|
49,345 | 48,703 | 51,575 | |||||||||
Total Canada rental revenues
|
60,326 | 59,615 | 60,753 | |||||||||
Total rental revenues
|
1,484,324 | 1,473,023 | 1,472,918 | |||||||||
Other
|
16,914 | 18,187 | 18,681 | |||||||||
Total revenues from U.S. and
|
||||||||||||
Canadian Corporate Operations
|
$ | 1,501,238 | $ | 1,491,210 | $ | 1,491,599 | ||||||
As of December 31,
|
||||||||||||
2011 | 2010 | 2009 | ||||||||||
Rental locations (U.S. and Canada):
|
||||||||||||
Dollar
|
135 | 149 | 151 | |||||||||
Thrifty
|
145 | 148 | 145 | |||||||||
Total corporate rental locations
|
280 | 297 | 296 |
Summary of U.S. and Canada Franchise Operations Data
|
|||||
As of December 31,
|
|||||
2011
|
2010
|
2009
|
|||
Franchisee locations:
|
|||||
Dollar
|
125
|
125
|
131
|
||
Thrifty
|
181
|
183
|
186
|
||
Total franchisee locations
|
306
|
308
|
317
|
RISK FACTORS
|
·
|
dispose of assets;
|
·
|
incur additional indebtedness;
|
·
|
incur guarantee obligations;
|
·
|
prepay other indebtedness;
|
·
|
pay dividends or make share repurchases;
|
·
|
create liens on assets;
|
·
|
enter into sale and leaseback transactions;
|
·
|
make investments, loans, advances or capital expenditures;
|
·
|
make acquisitions;
|
·
|
engage in mergers or consolidations;
|
·
|
change the business conducted by us; and
|
·
|
engage in certain transactions with affiliates.
|
UNRESOLVED STAFF COMMENTS
|
PROPERTIES
|
MINE SAFETY DISCLOSURES
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||||
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||||||||
2011
|
|||||||||||||||||||
High
|
$ | 66.73 | $ | 83.74 | $ | 74.26 | $ | 70.43 | |||||||||||
Low
|
$ | 47.70 | $ | 66.60 | $ | 56.30 | $ | 53.83 | |||||||||||
2010
|
|||||||||||||||||||
High
|
$ | 34.60 | $ | 51.55 | $ | 52.34 | $ | 50.00 | |||||||||||
Low
|
$ | 23.84 | $ | 32.09 | $ | 41.06 | $ | 45.76 |
Total Number of
|
Approximate | |||||||||||||||
|
Shares Purchased
|
Dollar Value of
|
||||||||||||||
Total Number
|
Average
|
as Part of Publicly
|
Shares that May Yet
|
|||||||||||||
of Shares
|
Price Paid
|
Announced Plans
|
Be Purchased under
|
|||||||||||||
Period |
Purchased
|
Per Share
|
or Programs
|
the Plans or Programs
|
||||||||||||
October 1, 2011 -
|
||||||||||||||||
October 31, 2011 | - | $ | - | - | $ | 400,000,000 | ||||||||||
|
||||||||||||||||
November 1, 2011 -
|
||||||||||||||||
November 30, 2011
|
- | $ | - | - | $ | 300,000,000 | (a) | |||||||||
December 1, 2011 -
|
||||||||||||||||
December 31, 2011 | - | $ | - | - | $ | 300,000,000 | ||||||||||
|
||||||||||||||||
Total
|
- | - | ||||||||||||||
(a) In November 2011, $100 million was pre-funded under a forward stock repurchase agreement. However, the shares were not delivered until the settlement of the agreement in February 2012.
|
Company/Index/Peer Group
|
12/31/2006
|
12/31/2007
|
12/31/2008
|
12/31/2009
|
12/31/2010
|
12/31/2011
|
Dollar Thrifty Automotive Group, Inc.
|
100.00
|
51.92
|
2.39
|
56.15
|
103.62
|
154.05
|
Russell 2000 Index
|
100.00
|
98.43
|
65.18
|
82.89
|
105.14
|
100.75
|
Morningstar Group Index | 100.00 | 80.04 | 42.47 | 63.67 | 91.44 | 94.75 |
SELECTED FINANCIAL DATA
|
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
(in thousands except per share amounts) | ||||||||||||||||||||
Statements of Operations:
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
Vehicle rentals
|
$ | 1,484,324 | $ | 1,473,023 | $ | 1,472,918 | $ | 1,616,153 | $ | 1,676,349 | ||||||||||
Other
|
64,604 | 64,137 | 73,331 | 81,840 | 84,442 | |||||||||||||||
Total revenues
|
1,548,928 | 1,537,160 | 1,546,249 | 1,697,993 | 1,760,791 | |||||||||||||||
Costs and expenses:
|
||||||||||||||||||||
Direct vehicle and operating
|
751,468 | 745,535 | 768,456 | 888,294 | 887,178 | |||||||||||||||
Vehicle depreciation and lease
|
||||||||||||||||||||
charges, net
|
270,957 | 299,200 | 426,092 | 539,406 | 477,853 | |||||||||||||||
Selling, general and
|
||||||||||||||||||||
administrative
|
191,043 | 209,341 | 200,389 | 213,734 | 230,515 | |||||||||||||||
Interest expense, net
|
77,462 | 89,303 | 96,560 | 110,424 | 109,728 | |||||||||||||||
Goodwill and long-lived asset impairment
|
- | 1,057 | 2,592 | 366,822 | 3,719 | |||||||||||||||
Total costs and expenses
|
1,290,930 | 1,344,436 | 1,494,089 | 2,118,680 | 1,708,993 | |||||||||||||||
(Increase) decrease in fair value of derivatives
|
(3,244 | ) | (28,694 | ) | (28,848 | ) | 36,114 | 38,990 | ||||||||||||
Income (loss) before income taxes
|
261,242 | 221,418 | 81,008 | (456,801 | ) | 12,808 | ||||||||||||||
Income tax expense (benefit)
|
101,692 | 90,202 | 35,986 | (110,083 | ) | 11,593 | ||||||||||||||
Net income (loss)
|
$ | 159,550 | $ | 131,216 | $ | 45,022 | $ | (346,718 | ) | $ | 1,215 | |||||||||
Basic Earnings (Loss) Per Share
|
$ | 5.51 | $ | 4.58 | $ | 1.98 | $ | (16.22 | ) | $ | 0.05 | |||||||||
Diluted Earnings (Loss) Per Share
|
$ | 5.11 | $ | 4.34 | $ | 1.88 | $ | (16.22 | ) | $ | 0.05 | |||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 508,648 | $ | 463,153 | $ | 400,404 | $ | 229,636 | $ | 101,025 | ||||||||||
Cash and cash equivalents - required minimum balance
|
$ | - | $ | 100,000 | $ | 100,000 | $ | - | $ | - | ||||||||||
Restricted cash and investments
|
$ | 353,265 | $ | 277,407 | $ | 622,540 | $ | 596,588 | $ | 132,945 | ||||||||||
Revenue-earning vehicles, net
|
$ | 1,467,835 | $ | 1,341,822 | $ | 1,228,637 | $ | 1,946,079 | $ | 2,808,354 | ||||||||||
Total assets
|
$ | 2,615,666 | $ | 2,499,528 | $ | 2,645,937 | $ | 3,238,181 | $ | 3,891,452 | ||||||||||
Debt and other obligations
|
$ | 1,399,955 | $ | 1,397,243 | $ | 1,727,810 | $ | 2,488,245 | $ | 2,656,562 | ||||||||||
Stockholders' equity
|
$ | 607,672 | $ | 538,607 | $ | 393,914 | $ | 208,420 | $ | 578,865 | ||||||||||
U. S. and Canada
|
||||||||||||||||||||
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
System-wide Data:
|
||||||||||||||||||||
Rental locations:
|
||||||||||||||||||||
Company-owned stores
|
280 | 297 | 296 | 400 | 466 | |||||||||||||||
Franchisee locations
|
306 | 308 | 317 | 341 | 365 | |||||||||||||||
Total rental locations
|
586 | 605 | 613 | 741 | 831 | |||||||||||||||
Company-owned Stores Data:
|
||||||||||||||||||||
Vehicle rental data:
|
||||||||||||||||||||
Average number of vehicles operated
|
107,154 | 102,291 | 102,948 | 120,309 | 123,484 | |||||||||||||||
Number of rental days
|
31,482,339 | 30,338,815 | 30,616,395 | 36,879,641 | 37,231,340 | |||||||||||||||
Vehicle utilization
|
80.5 | % | 81.3 | % | 81.5 | % | 83.8 | % | 82.6 | % | ||||||||||
Average revenue per day
|
$ | 47.15 | $ | 48.55 | $ | 48.11 | $ | 43.82 | $ | 45.03 | ||||||||||
Monthly average revenue per vehicle
|
$ | 1,154 | $ | 1,200 | $ | 1,192 | $ | 1,119 | $ | 1,131 | ||||||||||
Average depreciable fleet
|
108,127 | 103,207 | 105,301 | 123,673 | 127,979 | |||||||||||||||
Monthly average depreciation
|
||||||||||||||||||||
(net) per vehicle
|
$ | 209 | $ | 242 | $ | 337 | $ | 363 | $ | 311 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
Reconciliation of reported GAAP pretax income per the
|
|||||||||||||
income statement to non-GAAP pretax income:
|
|||||||||||||
Year Ended December 31,
|
|||||||||||||
2011
|
2010
|
2009
|
|||||||||||
(in thousands)
|
|||||||||||||
Income before income taxes - as reported
|
$ | 261,242 | $ | 221,418 | $ | 81,008 | |||||||
Increase in fair value of derivatives
|
(3,244 | ) | (28,694 | ) | (28,848 | ) | |||||||
Long-lived asset impairment
|
- | 1,057 | 2,592 | ||||||||||
Pretax income - non-GAAP
|
$ | 257,998 | $ | 193,781 | $ | 54,752 | |||||||
Merger-related expenses | 4,600 | 22,605 | - | ||||||||||
Non-GAAP pretax income, excluding merger-related expenses | $ | 262,598 | $ | 216,386 | $ | 54,752 | |||||||
Reconciliation of reported GAAP net income per the
|
|||||||||||||
income statement to non-GAAP net income:
|
|||||||||||||
Net income - as reported
|
$ | 159,550 | $ | 131,216 | $ | 45,022 | |||||||
Increase in fair value of derivatives, net of tax (a)
|
(1,811 | ) | (16,826 | ) | (16,917 | ) | |||||||
Long-lived asset impairment, net of tax (b)
|
- | 645 | 1,497 | ||||||||||
Net income - non-GAAP
|
$ | 157,739 | $ | 115,035 | $ | 29,602 | |||||||
Merger-related expenses, net of tax (c) | 2,679 | 13,172 | - | ||||||||||
Non-GAAP net income, excluding merger-related expenses | $ | 160,418 | $ | 128,207 | $ | 29,602 | |||||||
Reconciliation of reported GAAP diluted earnings
|
|||||||||||||
per share (“EPS”) to non-GAAP diluted EPS:
|
|||||||||||||
EPS, diluted - as reported
|
$ | 5.11 | $ | 4.34 | $ | 1.88 | |||||||
EPS impact of increase in fair value of derivatives, net of tax
|
(0.06 | ) | (0.56 | ) | (0.71 | ) | |||||||
EPS impact of long-lived asset impairment, net of tax
|
- | 0.02 | 0.06 | ||||||||||
EPS, diluted - non-GAAP (d)
|
$ | 5.05 | $ | 3.80 | $ | 1.24 | |||||||
EPS impact of merger-related expenses, net of tax | 0.09 | 0.44 | - | ||||||||||
Non-GAAP diluted EPS, excluding merger-related expenses (d) | $ | 5.13 | $ | 4.24 | $ | 1.24 | |||||||
(a)
|
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, respectively.
|
||||||||||||
|
|||||||||||||
(b)
|
The tax effect of the long-lived asset impairment is calculated using the tax-deductible portion of the impairment and applying the entity-specific, U.S. federal and blended state tax rate which amounts are $412,000 and $1,095,000 for the years ended December 31, 2010 and 2009, respectively.
|
||||||||||||
|
|||||||||||||
(c) | Merger-related expenses include legal, litigation, advisory and other fees related to a potential merger transaction. The tax effect of the merger-related expenses is calculated using the entity-specific, U.S. federal and blended state tax rate applicable to the merger-related expenses which amounts are $1,921,000 and $9,433,000 for the years ended December 31, 2011 and 2010, respectively. | ||||||||||||
(d)
|
Since each category of EPS is computed independently for each period, total per share amounts may not equal the sum of the respective categories.
|
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
(in thousands) | ||||||||||||
Reconciliation of net income to
|
||||||||||||
Corporate Adjusted EBITDA
|
||||||||||||
Net income - as reported
|
$ | 159,550 | $ | 131,216 | $ | 45,022 | ||||||
Increase in fair value of derivatives
|
(3,244 | ) | (28,694 | ) | (28,848 | ) | ||||||
Non-vehicle interest expense
|
10,699 | 9,647 | 12,797 | |||||||||
Income tax expense
|
101,692 | 90,202 | 35,986 | |||||||||
Non-vehicle depreciation
|
19,381 | 20,190 | 19,200 | |||||||||
Amortization
|
7,505 | 7,290 | 7,994 | |||||||||
Non-cash stock incentives
|
3,234 | 4,785 | 4,698 | |||||||||
Long-lived asset impairment
|
- | 1,057 | 2,592 | |||||||||
Other
|
(249 | ) | (25 | ) | (6 | ) | ||||||
Corporate Adjusted EBITDA
|
$ | 298,568 | $ | 235,668 | $ | 99,435 | ||||||
Reconciliation of Corporate Adjusted EBITDA
|
||||||||||||
to Cash Flows From Operating Activities
|
||||||||||||
Corporate Adjusted EBITDA
|
$ | 298,568 | $ | 235,668 | $ | 99,435 | ||||||
Vehicle depreciation, net of gains/losses from disposal
|
270,927 | 299,149 | 425,574 | |||||||||
Non-vehicle interest expense
|
(10,699 | ) | (9,647 | ) | (12,797 | ) | ||||||
Change in assets and liabilities and other
|
8,498 | (63,229 | ) | 23,712 | ||||||||
Net cash provided by operating activities
|
$ | 567,294 | $ | 461,941 | $ | 535,924 | ||||||
Memo:
|
||||||||||||
Net cash provided by (used in) investing activites
|
$ | (402,501 | ) | $ | (59,094 | ) | $ | 278,955 | ||||
Net cash used in financing activities
|
$ | (119,298 | ) | $ | (340,098 | ) | $ | (644,111 | ) |
Metric | Sensitivity |
Estimated
Change in
Corporate
Adjusted EBITDA
|
Estimated
Change
in EPS
|
|||||
(increase or decrease) | (increase or decrease) | |||||||
Revenue Per Day ("RPD") (a) |
$1.00 Change in Price
/ RPD
|
$ | 26,000,000 | $ | 0.52 | |||
Rental Days (a) (b) |
1% Change in Rental
Days
|
$ | 4,400,000 | $ | 0.09 | |||
Fleet Costs (c) |
$10.00 Change in
Fleet Cost Per Vehicle
Per Month
|
$ | 12,000,000 | $ | 0.24 | |||
Operating Expenses (d) |
1% Change in
Operating Expense
Ratio (e)
|
$ | 15,000,000 | $ | 0.30 | |||
(a)
|
Assumes 31 million rental days.
|
(b)
|
Assumes full year revenue per day of $47.15.
|
(c)
|
Assumes an average fleet of 100,000 vehicles.
|
(d)
|
Comprised of direct vehicle and operating and selling, general and administrative expenses.
|
(e)
|
The ratio is derived by dividing operating expenses by total revenue, assuming consolidated total revenue of $1.5 billion.
|
Year Ended December 31,
|
|||||||||
2011
|
2010
|
2009
|
|||||||
Revenues:
|
|||||||||
Vehicle rentals
|
95.8
|
%
|
95.8
|
%
|
95.3
|
%
|
|||
Other
|
4.2
|
4.2
|
4.7
|
||||||
Total revenues
|
100.0
|
100.0
|
100.0
|
||||||
Costs and expenses:
|
|||||||||
Direct vehicle and operating
|
48.5
|
48.5
|
49.7
|
||||||
Vehicle depreciation and lease charges, net
|
17.5
|
19.5
|
27.6
|
||||||
Selling, general and administrative
|
12.3
|
13.6
|
13.0
|
||||||
Interest expense, net
|
5.0
|
5.8
|
6.2
|
||||||
Long-lived asset impairment
|
0.0
|
0.1
|
0.1
|
||||||
Total costs and expenses
|
83.3
|
87.5
|
96.6
|
||||||
(Increase) decrease in fair value of derivatives
|
(0.2)
|
(1.9)
|
(1.8)
|
||||||
Income before income taxes
|
16.9
|
14.4
|
5.2
|
||||||
Income tax expense
|
6.6
|
5.9
|
2.3
|
||||||
Net income
|
10.3
|
%
|
8.5
|
%
|
2.9
|
%
|
|
•
|
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 income and miscellaneous sources.
|
|
|
•
|
Direct vehicle and operating expense related to the rental of revenue-earning vehicles to customers and the leasing of vehicles to franchisees,
|
|
•
|
Vehicle depreciation and lease charges net of gains and losses on vehicle disposal,
|
|
•
|
Selling, general and administrative expense, which primarily includes headquarters personnel expenses, advertising and marketing expenses, most IT expenses and administrative expenses,
|
|
•
|
Interest expense, net, which includes interest expense on vehicle-related debt and non-vehicle debt, net of interest earned on restricted and unrestricted cash, and
|
|
•
|
Long-lived asset impairment relates to the write-off of software no longer in use and property and equipment deemed to be impaired.
|
$ Increase/
|
% Increase/
|
|||||||||||||||
2011
|
2010
|
(decrease)
|
(decrease)
|
|||||||||||||
(in millions)
|
||||||||||||||||
Vehicle rentals
|
$ | 1,484.3 | $ | 1,473.0 | $ | 11.3 | 0.8 | % | ||||||||
Other
|
64.6 | 64.2 | 0.4 | 0.7 | % | |||||||||||
Total revenues
|
$ | 1,548.9 | $ | 1,537.2 | $ | 11.7 | 0.8 | % | ||||||||
Vehicle rental metrics:
|
||||||||||||||||
Average number of vehicles operated
|
107,154 | 102,291 | 4,863 | 4.8 | % | |||||||||||
Average revenue per day
|
$47.15 | $48.55 | ($1.40 | ) | (2.9 | %) | ||||||||||
Number of rental days
|
31,482,339 | 30,338,815 | 1,143,524 | 3.8 | % | |||||||||||
Vehicle utilization
|
80.5 | % | 81.3 | % |
(0.8) p.p.
|
N/ | M |
$ Increase/
|
% Increase/
|
|||||||||||||||
2011
|
2010
|
(decrease)
|
(decrease)
|
|||||||||||||
(in millions)
|
||||||||||||||||
Direct vehicle and operating
|
$ | 751.5 | $ | 745.5 | $ | 6.0 | 0.8 | % | ||||||||
Vehicle depreciation and lease charges, net
|
271.0 | 299.2 | (28.2 | ) | (9.4 | %) | ||||||||||
Selling, general and administrative
|
191.0 | 209.3 | (18.3 | ) | (8.7 | %) | ||||||||||
Interest expense, net of interest income
|
77.4 | 89.3 | (11.9 | ) | (13.3 | %) | ||||||||||
Long-lived asset impairment
|
- | 1.1 | (1.1 | ) | (100.0 | %) | ||||||||||
Total expenses
|
$ | 1,290.9 | $ | 1,344.4 | $ | (53.5 | ) | (4.0 | %) | |||||||
(Increase) decrease in fair value of derivatives
|
$ | (3.2 | ) | $ | (28.7 | ) | $ | 25.5 | (88.7 | %) |
Ø
|
Vehicle-related expenses increased $27.3 million, which included an increase in gasoline expense of $12.6 million and an increase in toll and ticket expense of $4.4 million. Increased sales of pre-paid fuel and toll road products are a focus for the Company, and the majority of the increase in these expenses is recovered through customer revenue related to these products. Additionally, the Company experienced a $7.5 million increase in vehicle maintenance expense due to the increase in the rental fleet size and the number of higher mileage vehicles in the fleet compared to 2010, a $1.4 million increase in shuttling expense and a $0.7 million increase in general excise and surcharge taxes. All other vehicle-related expenses increased $0.7 million.
|
Ø
|
Litigation expense increased $1.7 million primarily due to recording a reserve in respect of a preliminary litigation settlement.
|
Ø
|
Personnel-related expenses increased $0.4 million, primarily due to a $6.6 million increase in field employee salaries due to merit-based raises, a $1.5 million increase in rental agent commissions and $1.3 million of one-time incentives. These increases were partially offset by a $5.6 million decrease in field employee salaries related to a decrease in the number of employees, a $1.5 million decrease in workers compensation expense due to favorable claims development, a $1.1 million decrease in group insurance expense due to favorable claims and lower number of personnel, and $0.8 million decrease in the vacation accrual.
|
Ø
|
Vehicle insurance expenses decreased $21.6 million compared to 2010 as a result of reductions in provisions for future losses as well as reductions in insurance accrual rates in conjunction with semi-annual third-party actuarial reviews. These decreases were driven by changes in loss development factors as a result of 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 likelihood of adverse selection in certain markets. Additionally, the Company has implemented drivers’ license validation procedures and requires examinations under oath in order to reduce the risk of fraud and personal injury claims in certain markets.
|
Ø
|
Communications and computer expenses decreased $1.6 million due to cost reduction initiatives.
|
Ø
|
Vehicle depreciation expense decreased $44.4 million, primarily resulting from a 16.1% decrease in the average depreciation rate due to continued favorable used vehicle market conditions, partially offset by a 4.8% increase in the average depreciable fleet.
|
Ø
|
Net vehicle gains on disposal of risk vehicles (reductions to net vehicle depreciation and lease charges), which effectively represent revisions to previous estimates of vehicle depreciation charges by reducing vehicle depreciation and lease charges, decreased $16.2 million from a $63.1 million gain in 2010 to a $46.9 million gain in 2011. This decrease in gains on vehicle dispositions resulted from approximately 17,700 fewer units sold in 2011, partially offset by a higher average gain per unit in 2011 as compared to 2010.
|
Ø
|
Merger-related costs decreased $18.0 million.
|
Ø
|
Outsourcing expenses decreased $1.4 million primarily due to a lower base fee paid to a third party service provider in 2011 as compared to 2010.
|
Ø
|
Loyalty programs and commission expenses increased $1.4 million primarily due to increased rental days.
|
$ Increase/
|
% Increase/
|
|||||||||||||||
2010
|
2009
|
(decrease)
|
(decrease)
|
|||||||||||||
(in millions)
|
||||||||||||||||
Vehicle rentals
|
$ | 1,473.0 | $ | 1,472.9 | $ | 0.1 | 0.0 | % | ||||||||
Other
|
64.2 | 73.3 | (9.1 | ) | (12.5 | %) | ||||||||||
Total revenues
|
$ | 1,537.2 | $ | 1,546.2 | $ | (9.0 | ) | (0.6 | %) | |||||||
Vehicle rental metrics:
|
||||||||||||||||
Average number of vehicles operated
|
102,291 | 102,948 | (657 | ) | (0.6 | %) | ||||||||||
Average revenue per day
|
$48.55 | $48.11 | $0.44 | 0.9 | % | |||||||||||
Number of rental days
|
30,338,815 | 30,616,395 | (277,580 | ) | (0.9 | %) | ||||||||||
Vehicle utilization
|
81.3 | % | 81.5 | % |
(0.2) p.p.
|
N/ | M |
$ Increase/
|
% Increase/
|
|||||||||||||||
2010
|
2009
|
(decrease)
|
(decrease)
|
|||||||||||||
(in millions)
|
||||||||||||||||
Direct vehicle and operating
|
$ | 745.5 | $ | 768.5 | $ | (23.0 | ) | (3.0 | %) | |||||||
Vehicle depreciation and lease charges, net
|
299.2 | 426.1 | (126.9 | ) | (29.8 | %) | ||||||||||
Selling, general and administrative
|
209.3 | 200.3 | 9.0 | 4.5 | % | |||||||||||
Interest expense, net of interest income
|
89.3 | 96.6 | (7.3 | ) | (7.5 | %) | ||||||||||
Long-lived asset impairment
|
1.1 | 2.6 | (1.5 | ) | 59.2 | % | ||||||||||
Total expenses
|
$ | 1,344.4 | $ | 1,494.1 | $ | (149.7 | ) | (10.0 | %) | |||||||
(Increase) decrease in fair value of derivatives
|
$ | (28.7 | ) | $ | (28.8 | ) | $ | 0.1 | (0.5 | %) |
Ø
|
Communications and computer expenses decreased $5.7 million due to cost reduction initiatives.
|
Ø
|
Vehicle-related costs decreased $5.5 million. This decrease is due primarily to a decrease in vehicle repairs and maintenance expense of $9.5 million, resulting 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 resulting from improved damage recovery collections. The decreases were partially offset by a $7.8 million increase 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.
|
Ø
|
Personnel-related expenses decreased $4.9 million. Approximately $3.5 million of the decrease resulted from a reduction in the number of employees attributable to lower transaction levels and continued cost efficiency initiatives, while the Company also realized a $3.9 million decrease in group insurance expense due to favorable claims and reductions in personnel. These decreases were partially offset by a $1.6 million increase in the vacation accrual due to a related policy change beginning in 2010, coupled with a $0.9 million increase in incentive compensation expense for 2010.
|
Ø
|
Bad debt expense decreased $3.3 million due to improved collection experience in 2010 and the bankruptcy of one of the Company’s tour operators in 2009.
|
Ø
|
Facility and airport concession expenses decreased $1.8 million due to a decrease in rent expense of $1.4 million, primarily due to company-owned store closures and a decrease in concession fees of $0.4 million.
|
Ø
|
All other direct vehicle and operating expenses decreased $1.8 million.
|
Ø
|
Vehicle depreciation expense decreased $98.5 million, primarily resulting from a 19.8% decrease in the average depreciation rate due to significantly improved conditions in the used car market, extended vehicle holding periods, fleet consisting of various vehicle manufacturers and of more diversified vehicle types, and process improvements made by the Company in vehicle remarketing practices, coupled with a 2.0% decrease in the average depreciable fleet.
|
Ø
|
Net vehicle gains on disposal of risk vehicles (reductions to net vehicle depreciation and lease charges), which effectively represent revisions to previous estimates of vehicle depreciation charges by reducing vehicle depreciation and lease charges, increased $28.0 million from a $35.1 million gain in 2009 to a $63.1 million gain in 2010. This increase in gains on vehicle dispositions resulted from more units sold during 2010 and a higher average gain per unit as compared to 2009, attributable to a stronger resale market in 2010 compared to 2009.
|
Ø
|
Lease charges for vehicles leased from third parties decreased $0.4 million in 2010.
|
Ø
|
Merger-related costs incurred in 2010 totaled $22.6 million.
|
Ø
|
Outsourcing expenses decreased $6.2 million due primarily to a lower fee attributable to fewer IT-related projects and to a greater number of capitalizable projects in 2010 as compared to 2009.
|
Ø
|
Outside services expense decreased $3.6 million primarily due to reduced consulting expense.
|
Ø
|
The change in the market value of investments in the Company’s deferred compensation and retirement plans decreased selling, general and administrative expenses by $1.8 million in 2010 compared to 2009, which was offset by a corresponding gain on those investments that is recognized in other revenue and, therefore, did not impact net income.
|
Ø
|
Sales and marketing expense decreased $0.7 million due primarily to a decrease in print media, marketing programs tied to transaction levels and reduced promotional advertising expenses.
|
Ø
|
All other selling, general and administrative expenses decreased by $1.3 million.
|
Payments due or commitment expiration by period
|
||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Beyond
|
||||||||||||||||||||
2012
|
2013-2014 | 2015-2016 | 2016 |
Total
|
||||||||||||||||
Contractual cash obligations:
|
||||||||||||||||||||
Asset-backed medium-term notes (1)
|
$ | 528,177 | $ | 452,437 | $ | 503,048 | $ | - | $ | 1,483,662 | ||||||||||
Asset-backed variable funding notes (1) | 4,800 | 4,800 | - | - | 9,600 | |||||||||||||||
Total debt and other obligations
|
532,977 | 457,237 | 503,048 | - | 1,493,262 | |||||||||||||||
Operating lease commitments
|
40,429 | 58,189 | 37,511 | 48,333 | 184,462 | |||||||||||||||
Airport concession fee commitments
|
98,351 | 147,714 | 80,996 | 130,771 | 457,832 | |||||||||||||||
Vehicle purchase commitments
|
1,255,589 | - | - | - | 1,255,589 | |||||||||||||||
Other commitments
|
23,682 | 31,086 | - | - | 54,768 | |||||||||||||||
Total contractual cash obligations
|
$ | 1,951,028 | $ | 694,226 | $ | 621,555 | $ | 179,104 | $ | 3,445,913 | ||||||||||
Other commercial commitments:
|
||||||||||||||||||||
Letters of credit
|
$ | 127,489 | $ | 75,600 | $ | - | $ | - | $ | 203,089 |
(1)
|
Further discussion of asset-backed medium-term notes and asset-backed VFNs appears below and in Item 8 - Note 8 of Notes to Consolidated Financial Statements. Amounts include principal, interest and facility fee commitment payments on undrawn facilities. Amounts exclude related discounts, where applicable. Interest payments for fixed rate notes 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.
|
·
|
Vehicle rental revenues are projected to be up 3 – 5 percent compared to 2011.
|
·
|
Vehicle depreciation costs for the full year of 2012 are expected to be within a range of $220 to $240 per vehicle per month.
|
o
|
The Company is utilizing a Manheim index of 124 for the full year of 2012 for purposes of estimating residual values and depreciation rates.
|
o
|
Gains on sales of vehicles in 2012 are expected to moderate significantly on both an aggregate dollar and per unit basis compared to vehicle gains recorded in 2011. This decrease is the result of continued refinements of residual value assumptions to more closely align with market conditions at the time of sale.
|
·
|
Interest expense is expected to decline significantly on a year-over-year basis, primarily as a result of lower overall interest rates on the Company’s fleet financing facilities as compared to the fixed rates on matured and maturing financing facilities, and the repayment of all of the Company’s corporate debt in 2011. These decreases will be partially offset by higher rates on the New Revolving Credit Facility and the expected re-leveraging of the Canadian fleet.
|
Full Year
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(in millions) | ||||||||||||
Reconciliation of Pretax income to
|
(forecasted) | (actual) | (actual) | |||||||||
Corporate Adjusted EBITDA
|
||||||||||||
Pretax income
|
$231 - $256 | $ | 261 | $ | 221 | |||||||
(Increase) decrease in fair value of derivatives (a)
|
- | (3 | ) | (29 | ) | |||||||
Non-vehicle interest expense
|
10 | 11 | 10 | |||||||||
Non-vehicle depreciation
|
19 | 19 | 20 | |||||||||
Amortization
|
7 | 7 | 7 | |||||||||
Non-cash stock incentives
|
8 | 3 | 5 | |||||||||
Long-lived asset impairment
|
- | - | 1 | |||||||||
Merger-related expenses (b)
|
- | 5 | 23 | |||||||||
Corporate Adjusted EBITDA, excluding merger-related expenses
|
$275 - $300 | $ | 303 | $ | 258 | |||||||
(a) No amounts were forecasted for 2012. | ||||||||||||
(b) Merger-related expenses include legal, litigation, advisory and other fees related to a potential merger transaction. | ||||||||||||
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Fair Value
|
|||||||||||||||||||||||||||||||
Expected Maturity Dates
|
|
December 31,
|
||||||||||||||||||||||||||||||
as of December 31, 2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
Total
|
2011
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||||||
Debt:
|
||||||||||||||||||||||||||||||||
Vehicle debt and obligations-
|
||||||||||||||||||||||||||||||||
floating rates
|
$ | 500,000 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 500,000 | $ | 495,820 | ||||||||||||||||
Weighted average interest rates (1)
|
0.80 | % | - | - | - | - | - | |||||||||||||||||||||||||
Vehicle debt and obligations-
|
||||||||||||||||||||||||||||||||
fixed rates
|
$ | - | $ | - | $ | 400,000 | $ | 500,000 | $ | - | $ | - | $ | 900,000 | $ | 899,292 | ||||||||||||||||
Weighted average interest rates
|
- | - | 2.88 | % | 3.08 | % | - | - | ||||||||||||||||||||||||
(1) The swap related to the Series 2007-1 notes was terminated on December 28, 2011 and the unamortized value remaining in other comprehensive
income (loss) of $8.8 million will amortize into interest expense through July 2012.
|
||||||||||||||||||||||||||||||||
|
Fair Value
|
|||||||||||||||||||||||||||||||
Expected Maturity Dates
|
|
December 31,
|
||||||||||||||||||||||||||||||
as of December 31, 2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
Thereafter
|
Total
|
2010
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||||||
Debt:
|
||||||||||||||||||||||||||||||||
Vehicle debt and obligations-
|
||||||||||||||||||||||||||||||||
floating rates (1)
|
$ | 500,000 | $ | 700,000 | $ | - | $ | - | $ | - | $ | - | $ | 1,200,000 | $ | 1,178,875 | ||||||||||||||||
Weighted average interest rates
|
0.80 | % | 2.13 | % | - | - | - | - | ||||||||||||||||||||||||
Vehicle debt and obligations-
|
||||||||||||||||||||||||||||||||
fixed rates
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Weighted average interest rates
|
- | - | - | - | - | - | ||||||||||||||||||||||||||
Vehicle debt and obligations-
|
||||||||||||||||||||||||||||||||
Canadian dollar denominated
|
$ | 49,118 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 49,118 | $ | 49,118 | ||||||||||||||||
Weighted average interest rates
|
3.43 | % | - | - | - | - | - | |||||||||||||||||||||||||
Non-vehicle debt - term loan
|
$ | 10,000 | $ | 10,000 | $ | 128,125 | $ | - | $ | - | $ | - | $ | 148,125 | $ | 146,459 | ||||||||||||||||
Weighted average interest rates
|
2.89 | % | 3.60 | % | 4.70 | % | - | - | - | |||||||||||||||||||||||
Interest Rate Swaps:
|
||||||||||||||||||||||||||||||||
Variable to Fixed
|
$ | 500,000 | $ | 500,000 | $ | - | $ | - | $ | - | $ | - | $ | 1,000,000 | $ | 1,036,888 | ||||||||||||||||
Average pay rate
|
5.27 | % | 5.16 | % | - | - | - | - | ||||||||||||||||||||||||
Average receive rate
|
0.39 | % | 1.10 | % | - | - | - | - | ||||||||||||||||||||||||
(1) Floating rate vehicle debt and obligations include $500 million relating to the Series 2006-1 notes and the $500 million Series 2007-1 notes
swapped from floating interest rates to fixed interest rates, and the $200 million Series 2010-1 VFN.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
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
|
2010
|
2009
|
||||||||||
REVENUES:
|
||||||||||||
Vehicle rentals
|
$ | 1,484,324 | $ | 1,473,023 | $ | 1,472,918 | ||||||
Other
|
64,604 | 64,137 | 73,331 | |||||||||
Total revenues
|
1,548,928 | 1,537,160 | 1,546,249 | |||||||||
COSTS AND EXPENSES:
|
||||||||||||
Direct vehicle and operating
|
751,468 | 745,535 | 768,456 | |||||||||
Vehicle depreciation and lease charges, net
|
270,957 | 299,200 | 426,092 | |||||||||
Selling, general and administrative
|
191,043 | 209,341 | 200,389 | |||||||||
Interest expense, net of interest income of
|
||||||||||||
$1,467, $1,584 and $6,218, respectively
|
77,462 | 89,303 | 96,560 | |||||||||
Long-lived asset impairment
|
- | 1,057 | 2,592 | |||||||||
Total costs and expenses
|
1,290,930 | 1,344,436 | 1,494,089 | |||||||||
(Increase) decrease in fair value of derivatives
|
(3,244 | ) | (28,694 | ) | (28,848 | ) | ||||||
INCOME BEFORE INCOME TAXES
|
261,242 | 221,418 | 81,008 | |||||||||
INCOME TAX EXPENSE
|
101,692 | 90,202 | 35,986 | |||||||||
NET INCOME
|
$ | 159,550 | $ | 131,216 | $ | 45,022 | ||||||
BASIC EARNINGS PER SHARE
|
$ | 5.51 | $ | 4.58 | $ | 1.98 | ||||||
DILUTED EARNINGS PER SHARE
|
$ | 5.11 | $ | 4.34 | $ | 1.88 | ||||||
See notes to consolidated financial statements.
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
DECEMBER 31, 2011 AND 2010
|
||||||||
(In Thousands Except Share and Per Share Data)
|
||||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 508,648 | $ | 463,153 | ||||
Cash and cash equivalents-required minimum balance
|
- | 100,000 | ||||||
Restricted cash and investments
|
353,265 | 277,407 | ||||||
Receivables, net
|
95,360 | 69,456 | ||||||
Prepaid expenses and other assets
|
65,959 | 67,482 | ||||||
Revenue-earning vehicles, net
|
1,467,835 | 1,341,822 | ||||||
Property and equipment, net
|
84,278 | 90,228 | ||||||
Income taxes receivable
|
18,786 | 65,803 | ||||||
Software, net
|
21,535 | 24,177 | ||||||
Total assets | $ | 2,615,666 | $ | 2,499,528 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
LIABILITIES:
|
||||||||
Accounts payable
|
$ | 54,377 | $ | 45,483 | ||||
Accrued liabilities
|
124,185 | 167,545 | ||||||
Deferred income tax liability
|
342,962 | 242,930 | ||||||
Vehicle insurance reserves
|
86,515 | 107,720 | ||||||
Debt and other obligations
|
1,399,955 | 1,397,243 | ||||||
Total liabilities
|
2,007,994 | 1,960,921 | ||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, $.01 par value:
|
- | - | ||||||
Authorized 10,000,000 shares; none outstanding
|
||||||||
Common stock, $.01 par value:
|
||||||||
Authorized 50,000,000 shares;
|
||||||||
36,048,606 and 35,197,167 issued, respectively, and
|
||||||||
29,556,887 and 28,763,452 outstanding, respectively
|
361 | 352 | ||||||
Additional capital
|
848,843 | 940,844 | ||||||
Accumulated deficit
|
(2,419 | ) | (161,969 | ) | ||||
Accumulated other comprehensive loss
|
(7,617 | ) | (12,329 | ) | ||||
Treasury stock, at cost (6,491,719 and 6,433,715 shares, respectively)
|
(231,496 | ) | (228,291 | ) | ||||
Total stockholders' equity
|
607,672 | 538,607 | ||||||
Total liabilities and stockholders' equity | $ | 2,615,666 | $ | 2,499,528 | ||||
See notes to consolidated financial statements.
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
|
||||||||||||||||||||||||||||||||
YEAR ENDED DECEMBER 31, 2011, 2010 AND 2009
|
||||||||||||||||||||||||||||||||
(In Thousands Except Share and Per Share Data)
|
||||||||||||||||||||||||||||||||
Retained
|
Accumulated
|
|||||||||||||||||||||||||||||||
Common Stock
|
Earnings
|
Other
|
Total
|
|||||||||||||||||||||||||||||
$.01 Par Value
|
Additional
|
(Accumulated
|
Comprehensive
|
Treasury Stock
|
Stockholders’
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit)
|
Income (Loss)
|
Shares
|
Amount
|
Equity
|
|||||||||||||||||||||||||
BALANCE, January 1, 2009
|
28,039,658 | $ | 280 | $ | 803,304 | $ | (338,207 | ) | $ | (29,388 | ) | (6,414,906 | ) | $ | (227,569 | ) | $ | 208,420 | ||||||||||||||
Issuance of common shares for
director compensation
|
49,995 | 1 | 531 | - | - | - | - | 532 | ||||||||||||||||||||||||
Tax benefit of stock option transactions
|
- | - | 1,281 | - | - | - | - | 1,281 | ||||||||||||||||||||||||
Stock option transactions
|
136,500 | 1 | 2,289 | - | - | - | - | 2,290 | ||||||||||||||||||||||||
Share-based payment plans
|
- | - | 4,698 | - | - | - | - | 4,698 | ||||||||||||||||||||||||
Issuance of common stock in settlement
of vested performance shares
|
64,190 | 1 | - | - | - | - | - | 1 | ||||||||||||||||||||||||
Issuance of common stock in
settlement of vested restricted stock
|
48,508 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Public stock offering, net of fees
|
6,612,500 | 66 | 120,590 | 120,656 | ||||||||||||||||||||||||||||
Comprehensive income:
|
||||||||||||||||||||||||||||||||
Net income
|
45,022 | 45,022 | ||||||||||||||||||||||||||||||
Interest rate swap
|
8,662 | 8,662 | ||||||||||||||||||||||||||||||
Foreign currency translation
|
2,352 | 2,352 | ||||||||||||||||||||||||||||||
Total comprehensive income
|
56,036 | |||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2009
|
34,951,351 | 349 | 932,693 | (293,185 | ) | (18,374 | ) | (6,414,906 | ) | (227,569 | ) | 393,914 | ||||||||||||||||||||
Tax benefit of stock option transactions | - | - | 381 | - | - | - | - | 381 | ||||||||||||||||||||||||
Stock option transactions | 172,733 | 2 | 2,985 | - | - | - | - | 2,987 | ||||||||||||||||||||||||
Share-based payment plans | - | - | 4,785 | - | - | - | - | 4,785 | ||||||||||||||||||||||||
Issuance of common stock in settlement
of vested performance shares
|
35,910 | - | - | - | - | (11,818 | ) | (382 | ) | (382 | ) | |||||||||||||||||||||
Issuance of common stock in
settlement of vested restricted stock
|
37,173 | 1 | - | - | - | (6,991 | ) | (340 | ) | (339 | ) | |||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||
Net income | 131,216 | 131,216 | ||||||||||||||||||||||||||||||
Interest rate swap | 5,543 | 5,543 | ||||||||||||||||||||||||||||||
Foreign currency translation | 502 | 502 | ||||||||||||||||||||||||||||||
Total comprehensive income | 137,261 | |||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2010 | 35,197,167 | 352 | 940,844 | (161,969 | ) | (12,329 | ) | (6,433,715 | ) | (228,291 | ) | 538,607 | ||||||||||||||||||||
Stock option transactions | 672,394 | 7 | 4,765 | - | - | - | - | 4,772 | ||||||||||||||||||||||||
Share-based payment plans
|
- | - | 3,234 | - | - | - | - | 3,234 | ||||||||||||||||||||||||
Issuance of common stock in settlement
of vested performance shares
|
145,428 | 2 | - | - | - | (52,388 | ) | (2,747 | ) | (2,745 | ) | |||||||||||||||||||||
Issuance of common stock in
settlement of vested restricted stock
|
33,617 | - | - | - | - | (5,616 | ) | (458 | ) | (458 | ) | |||||||||||||||||||||
Forward stock repurchase agreement | - | - | (100,000 | ) | - | - | - | - | (100,000 | ) | ||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||
Net income | 159,550 | 159,550 | ||||||||||||||||||||||||||||||
Interest rate swap | 10,259 | 10,259 | ||||||||||||||||||||||||||||||
Foreign currency translation | (5,547 | ) | (5,547 | ) | ||||||||||||||||||||||||||||
Total comprehensive income | 164,262 | |||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2011 | 36,048,606 | $ | 361 | $ | 848,843 | $ | (2,419 | ) | $ | (7,617 | ) | (6,491,719 | ) | $ | (231,496 | ) | $ | 607,672 | ||||||||||||||
See notes to consolidated financial statements.
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
|
||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
YEAR ENDED DECEMBER 31, 2011, 2010 AND 2009
|
||||||||||||
(In Thousands)
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net income
|
$ | 159,550 | $ | 131,216 | $ | 45,022 | ||||||
Adjustments to reconcile net income to net cash provided by
|
||||||||||||
operating activities:
|
||||||||||||
Depreciation:
|
||||||||||||
Vehicle depreciation
|
317,814 | 362,233 | 460,660 | |||||||||
Non-vehicle depreciation
|
19,381 | 20,190 | 19,200 | |||||||||
Net gains from disposition of revenue-earning vehicles
|
(46,887 | ) | (63,084 | ) | (35,086 | ) | ||||||
Amortization
|
7,505 | 7,290 | 7,994 | |||||||||
Performance share incentive, stock option and restricted stock plans | 3,234 | 4,785 | 4,698 | |||||||||
Interest income earned on restricted cash and investments
|
(397 | ) | (653 | ) | (3,202 | ) | ||||||
Long-lived asset impairment
|
- | 1,057 | 2,592 | |||||||||
Provision for (recovery of) losses on receivables
|
43 | (399 | ) | 3,129 | ||||||||
Deferred income taxes
|
86,652 | 76,957 | 16,854 | |||||||||
Change in fair value of derivatives
|
(3,244 | ) | (28,694 | ) | (28,848 | ) | ||||||
Change in assets and liabilities, net of acquisitions:
|
||||||||||||
Income taxes payable/receivable
|
47,017 | (61,357 | ) | (3,220 | ) | |||||||
Receivables
|
(7,675 | ) | 6,442 | 28,574 | ||||||||
Prepaid expenses and other assets
|
14,433 | 6,337 | 12,275 | |||||||||
Accounts payable
|
2,810 | (1,531 | ) | (2,522 | ) | |||||||
Accrued liabilities
|
(6,472 | ) | 1,687 | 6,761 | ||||||||
Vehicle insurance reserves
|
(21,205 | ) | (864 | ) | (1,726 | ) | ||||||
Other
|
(5,265 | ) | 329 | 2,769 | ||||||||
Net cash provided by operating activities
|
567,294 | 461,941 | 535,924 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Revenue-earning vehicles - Purchases
|
(1,168,532 | ) | (1,239,088 | ) | (1,060,251 | ) | ||||||
Revenue-earning vehicles - Proceeds from sales
|
757,766 | 856,775 | 1,477,368 | |||||||||
Change in cash and cash equivalents - required minimum balance
|
100,000 | - | (100,000 | ) | ||||||||
Net change in restricted cash and investments
|
(75,461 | ) | 345,786 | (22,750 | ) | |||||||
Property, equipment and software - Purchases
|
(16,633 | ) | (23,031 | ) | (15,508 | ) | ||||||
Property, equipment and software - Proceeds from sales
|
359 | 464 | 104 | |||||||||
Acquisition of businesses, net of cash acquired
|
- | - | (8 | ) | ||||||||
Net cash provided by (used in) investing activities
|
(402,501 | ) | (59,094 | ) | 278,955 | |||||||
(Continued)
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
|
||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
YEAR ENDED DECEMBER 31, 2011, 2010 AND 2009
|
||||||||||||
(In Thousands)
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Debt and other obligations:
|
||||||||||||
Proceeds from vehicle debt and other obligations
|
1,537,903 | 526,876 | 44,781 | |||||||||
Payments of vehicle debt and other obligations
|
(1,387,073 | ) | (847,448 | ) | (785,225 | ) | ||||||
Payments of non-vehicle debt
|
(148,125 | ) | (10,000 | ) | (20,000 | ) | ||||||
Issuance of common shares
|
4,774 | 2,988 | 129,583 | |||||||||
Common stock offering costs
|
- | - | (6,635 | ) | ||||||||
Net settlement of employee withholding taxes on share-based awards
|
(3,205 | ) | (722 | ) | - | |||||||
Early termination of interest rate swap | (8,815 | ) | - | - | ||||||||
Forward stock repurchase agreement | (100,000 | ) | - | - | ||||||||
Financing issue costs
|
(14,757 | ) | (11,792 | ) | (6,615 | ) | ||||||
Net cash used in financing activities
|
(119,298 | ) | (340,098 | ) | (644,111 | ) | ||||||
CHANGE IN CASH AND CASH EQUIVALENTS
|
45,495 | 62,749 | 170,768 | |||||||||
CASH AND CASH EQUIVALENTS:
|
||||||||||||
Beginning of year
|
463,153 | 400,404 | 229,636 | |||||||||
End of year
|
$ | 508,648 | $ | 463,153 | $ | 400,404 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||
Cash paid for (refund of): | ||||||||||||
Interest | $ | 66,559 | $ | 82,923 | $ | 96,569 | ||||||
Income taxes to (from) taxing authorities | $ | (31,965 | ) | $ | 74,745 | $ | 22,350 | |||||
SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING | ||||||||||||
NONCASH ACTIVITIES: | ||||||||||||
Sales and incentives related to revenue-earning vehicles | ||||||||||||
included in receivables | $ | 23,611 | $ | 5,340 | $ | 33,704 | ||||||
Purchases of revenue-earning vehicles included in | ||||||||||||
accounts payable | $ | 5,707 | $ | 1,261 | $ | 370 | ||||||
Purchases of property, equipment and software included | ||||||||||||
in accounts payable | $ | 2,309 | $ | 671 | $ | 2,914 | ||||||
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
YEAR ENDED DECEMBER 31, 2011, 2010 AND 2009 |
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
EARNINGS PER SHARE
|
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
(In Thousands, Except Share and Per Share Data)
|
||||||||||||
Net income
|
$ | 159,550 | $ | 131,216 | $ | 45,022 | ||||||
Basic EPS:
|
||||||||||||
Weighted average common shares
|
28,965,187 | 28,623,108 | 22,687,077 | |||||||||
Basic EPS
|
$ | 5.51 | $ | 4.58 | $ | 1.98 | ||||||
Diluted EPS:
|
||||||||||||
Weighted average common shares
|
28,965,187 | 28,623,108 | 22,687,077 | |||||||||
Shares contingently issuable:
|
||||||||||||
Stock options
|
1,913,783 | 1,226,089 | 762,673 | |||||||||
Performance awards and non-vested shares
|
94,261 | 125,225 | 255,775 | |||||||||
Employee compensation shares deferred
|
47,232 | 49,374 | 105,402 | |||||||||
Director compensation shares deferred
|
220,778 | 221,485 | 155,611 | |||||||||
Shares applicable to diluted
|
31,241,241 | 30,245,281 | 23,966,538 | |||||||||
Diluted EPS
|
$ | 5.11 | $ | 4.34 | $ | 1.88 | ||||||
3.
|
RECEIVABLES
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands)
|
||||||||
Trade accounts receivable and other
|
$ | 74,403 | $ | 68,528 | ||||
Vehicle manufacturer receivables
|
21,510 | 4,543 | ||||||
Car sales receivable
|
2,287 | 1,100 | ||||||
98,200 | 74,171 | |||||||
Less: Allowance for doubtful accounts
|
(2,840 | ) | (4,715 | ) | ||||
$ | 95,360 | $ | 69,456 |
4.
|
REVENUE–EARNING VEHICLES
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands)
|
||||||||
Revenue-earning vehicles
|
$ | 1,858,766 | $ | 1,668,473 | ||||
Less: Accumulated depreciation
|
(390,931 | ) | (326,651 | ) | ||||
$ | 1,467,835 | $ | 1,341,822 | |||||
5.
|
VEHICLE DEPRECIATION AND LEASE CHARGES, NET
|
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
(In Thousands) | ||||||||||||
Depreciation of revenue-earning vehicles and other
|
$ | 317,844 | $ | 362,284 | $ | 461,178 | ||||||
Net gains from disposal of revenue-earning vehicles
|
(46,887 | ) | (63,084 | ) | (35,086 | ) | ||||||
$ | 270,957 | $ | 299,200 | $ | 426,092 |
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Number of Non-Program Vehicles sold
|
39,398 | 57,100 | 50,099 | |||||||||
Average gain on vehicles sold (per vehicle) | $ | 1,190 | $ | 1,105 | $ | 700 |
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Average depreciable fleet (units)
|
108,127 | 103,207 | 105,301 | |||||||||
Average depreciation rate | $ | 245 | $ | 293 | $ | 365 | ||||||
Average gain on vehicles sold | (36 | ) | (51 | ) | (28 | ) | ||||||
Average vehicle depreciation and lease charges, net | $ | 209 | $ | 242 | $ | 337 |
6.
|
PROPERTY AND EQUIPMENT
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands)
|
||||||||
Land
|
$ | 12,009 | $ | 12,022 | ||||
Buildings and improvements
|
21,382 | 23,325 | ||||||
Furniture and equipment
|
81,014 | 81,847 | ||||||
Leasehold improvements
|
128,938 | 128,742 | ||||||
Construction in progress
|
5,293 | 2,824 | ||||||
248,636 | 248,760 | |||||||
Less: Accumulated depreciation and amortization
|
(164,358 | ) | (158,532 | ) | ||||
$ | 84,278 | $ | 90,228 |
7.
|
SOFTWARE
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands)
|
||||||||
Software
|
$ | 83,501 | $ | 80,144 | ||||
Less: Accumulated amortization
|
(61,966 | ) | (55,967 | ) | ||||
|
$ | 21,535 | $ | 24,177 |
8.
|
DEBT AND OTHER OBLIGATIONS
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands) | ||||||||
Vehicle debt and other obligations
|
||||||||
Asset-backed medium-term notes
|
||||||||
Series 2011-2 notes (matures May 2015)
|
$ | 400,000 | $ | - | ||||
Series 2011-1 notes (matures February 2015)
|
500,000 | - | ||||||
Series 2007-1 notes (matures July 2012) | 500,000 | 500,000 | ||||||
Series 2006-1 notes (matured May 2011)
|
- | 500,000 | ||||||
1,400,000 | 1,000,000 | |||||||
Discounts on asset-backed medium-term notes
|
(45 | ) | - | |||||
Asset-backed medium-term notes, net of discount
|
1,399,955 | 1,000,000 | ||||||
Series 2010-1 variable funding note (terminated October 2011)
|
- | 200,000 | ||||||
CAD Series 2010-1 note (Canadian fleet financing) (terminated April 2011)
|
- | 49,118 | ||||||
Total vehicle debt and other obligations
|
1,399,955 | 1,249,118 | ||||||
Non-vehicle debt
|
||||||||
Term Loan
|
- | 148,125 | ||||||
Total non-vehicle debt
|
- | 148,125 | ||||||
Total debt and other obligations
|
$ | 1,399,955 | $ | 1,397,243 |
2012 | 2013 | 2014 | 2015 | Thereafter | ||||||||||||||||
(In Thousands) | ||||||||||||||||||||
Asset-backed medium-term notes | $ | 500,000 | $ | - | $ | 400,000 | $ | 500,000 | $ | - | ||||||||||
9.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
Fair Values of Derivative Instruments
|
||||||||||||||||||||
Asset Derivatives
|
Liability Derivatives
|
|||||||||||||||||||
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|||||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||
Balance
Sheet
Location
|
Fair
Value
|
Balance
Sheet
Location
|
Fair
Value
|
Balance
Sheet
Location
|
Fair
Value
|
Balance
Sheet
Location
|
Fair
Value
|
|||||||||||||
Derivatives designated as
hedging instruments
|
||||||||||||||||||||
Interest rate contracts
|
Prepaid
expenses and
other assets
|
$ | - |
Prepaid
expenses and
other assets
|
$ | 861 |
Accrued
liabilities
|
$ | - |
Accrued
liabilities
|
$ | 31,254 | ||||||||
Derivatives not designated
as hedging instruments
|
||||||||||||||||||||
Interest rate contracts
|
Prepaid
expenses and
other assets
|
$ | 548 |
Prepaid
expenses and
other assets
|
$ | 494 |
Accrued
liabilities
|
$ | - |
Accrued
liabilities
|
$ | 5,634 | ||||||||
Total derivatives
|
$ | 548 | $ | 1,355 | $ | - | $ | 36,888 |
Amount of (Gain) or Loss
Recognized in Income on
Derivative
|
Location of (Gain) or Loss
Recognized in Income on
Derivative
|
|||||||||
Years Ended
|
||||||||||
December 31,
|
||||||||||
Derivatives Not Designated as Hedging
Instruments
|
2011
|
2010
|
||||||||
|
||||||||||
Interest rate contracts
|
$ | (3,244 | ) | $ | (28,694 | ) |
Net (increase) decrease in fair
value of derivatives
|
|||
Total
|
$ | (3,244 | ) | $ | (28,694 | ) |
Amount of Gain or (Loss)
Recognized in OCI on
Derivative (Effective Portion)
|
Amount of Gain or (Loss)
Reclassified from AOCI into
Income (Effective Portion)
|
Location of (Gain) or Loss
Reclassified from AOCI in
Income (Effective Portion)
|
||||||||||||||||
Derivatives in Cash
Flow Hedging
Relationships
|
2011
|
2010
|
2011
|
2010
|
||||||||||||||
Years Ended
|
||||||||||||||||||
December 31,
|
||||||||||||||||||
Interest rate contracts
|
$ | 10,259 | $ | 5,543 | $ | (14,229 | ) | $ | (14,069 | ) |
Interest expense, net of
interest income
|
|||||||
Total
|
$ | 10,259 | $ | 5,543 | $ | (14,229 | ) | $ | (14,069 | ) |
10.
|
FAIR VALUE MEASUREMENTS
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Total Fair
|
Quoted Prices in
|
Significant Other
|
Significant
|
|||||||||||||
(in thousands)
|
Value Assets
|
Active Markets for
|
Observable
|
Unobservable
|
||||||||||||
(Liabilities)
|
Identical Assets
|
Inputs
|
Inputs
|
|||||||||||||
Description
|
at 12/31/11
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
Derivative Assets
|
$ | 548 | $ | - | $ | 548 | $ | - | ||||||||
Deferred Compensation
Plan Assets (a)
|
5,752 | 5,752 | - | - | ||||||||||||
Total
|
$ | 6,300 | $ | 5,752 | $ | 548 | $ | - | ||||||||
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Total Fair
|
Quoted Prices in
|
Significant Other
|
Significant
|
|||||||||||||
(in thousands)
|
Value Assets
|
Active Markets for
|
Observable
|
Unobservable
|
||||||||||||
(Liabilities)
|
Identical Assets
|
Inputs
|
Inputs
|
|||||||||||||
Description
|
at 12/31/10
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
Derivative Assets
|
$ | 1,355 | $ | - | $ | 1,355 | $ | - | ||||||||
Derivative Liabilities
|
(36,888 | ) | - | (36,888 | ) | - | ||||||||||
Marketable Securities
(available for sale)
|
169 | 169 | - | - | ||||||||||||
Deferred Compensation
Plan Assets (a)
|
3,916 | - | 3,916 | - | ||||||||||||
Total
|
$ | (31,448 | ) | $ | 169 | $ | (31,617 | ) | $ | - | ||||||
(a)
|
Deferred Compensation Plan Assets consist primarily of equity securities. The Company also has an offsetting liability related to the Deferred Compensation Plan, which is not disclosed in the table as it is not independently measured at fair value, but rather is set to equal fair value of the assets held in the related rabbi trust. |
|
||||||||
Debt and other obligations
|
Carrying
|
Fair Value
|
||||||
at December 31, 2011
|
Value
|
at 12/31/11
|
||||||
(in thousands)
|
||||||||
Debt:
|
||||||||
Vehicle debt and obligations-floating rates
|
$ | 500,000 | $ | 495,820 | ||||
Vehicle debt and obligations-fixed rates
|
$ | 900,000 | $ | 899,292 | ||||
|
||||||||
Debt and other obligations
|
Carrying
|
Fair Value
|
||||||
at December 31, 2010
|
Value
|
at 12/31/10
|
||||||
(in thousands)
|
||||||||
Debt:
|
||||||||
Vehicle debt and obligations-floating rates (1)
|
$ | 1,200,000 | $ | 1,178,875 | ||||
Vehicle debt and obligations-Canadian dollar denominated
|
$ | 49,118 | $ | 49,118 | ||||
Non-vehicle debt - Term Loan
|
$ | 148,125 | $ | 146,459 | ||||
(1) Includes $500 million relating to the Series 2006-1 notes, the $500 million Series 2007-1 notes swapped from floating interest rates to fixed interest rates, and the $200 million Series 2010-1 VFN. The fair value excludes the impact of the related interest rate swaps and cap.
|
11.
|
EMPLOYEE BENEFIT PLANS INCLUDING SHARE-BASED PAYMENT PLANS
|
Weighted
|
||||||||||||||||
Weighted
|
Average
|
Aggregate
|
||||||||||||||
Number of
|
Average
|
Remaining
|
Intrinsic
|
|||||||||||||
Shares
|
Exercise
|
Contractual
|
Value
|
|||||||||||||
(In Thousands)
|
Price
|
Term
|
(In Thousands)
|
|||||||||||||
Outstanding at January 1, 2011
|
2,277 | $ | 5.73 | 7.61 | $ | 94,545 | ||||||||||
Granted
|
- | - | ||||||||||||||
Exercised
|
(672 | ) | 7.10 | |||||||||||||
Canceled (Forfeited/Expired)
|
(30 | ) | 7.62 | |||||||||||||
Outstanding at December 31, 2011
|
1,575 | $ | 5.11 | 6.89 | $ | 102,579 | ||||||||||
Fully vested and exercisable options at:
|
||||||||||||||||
December 31, 2011
|
917 | $ | 5.46 | 6.66 | $ | 59,398 | ||||||||||
Options expected to vest in the future at:
|
||||||||||||||||
December 31, 2011
|
658 | $ | 4.63 | 7.23 | $ | 43,181 |
Weighted-Average
|
||||||||
Shares
|
Grant-Date
|
|||||||
Nonvested Shares
|
(In Thousands)
|
Fair Value
|
||||||
Nonvested at January 1, 2011
|
238 | $ | 39.07 | |||||
Granted
|
140 | 69.58 | ||||||
Vested
|
(73 | ) | 27.95 | |||||
Forfeited
|
(43 | ) | 35.02 | |||||
Nonvested at December 31, 2011
|
262 | $ | 59.11 |
Weighted-Average
|
||||||||
Shares
|
Grant-Date
|
|||||||
Nonvested Shares
|
(In Thousands)
|
Fair Value
|
||||||
Nonvested at January 1, 2011
|
64 | $ | 4.55 | |||||
Granted
|
9 | 48.24 | ||||||
Vested
|
(39 | ) | 14.17 | |||||
Forfeited
|
- | - | ||||||
Nonvested at December 31, 2011
|
34 | $ | 5.41 |
12.
|
INCOME TAXES
|
Year Ended December 31, | ||||||||||||
2011
|
2010
|
2009
|
||||||||||
(In Thousands)
|
||||||||||||
Current:
|
||||||||||||
Federal
|
$ | 6,019 | $ | 79 | $ | 4,867 | ||||||
State and local
|
8,184 | 12,535 | 13,417 | |||||||||
Foreign
|
837 | 631 | 848 | |||||||||
15,040 | 13,245 | 19,132 | ||||||||||
Deferred:
|
||||||||||||
Federal
|
78,316 | 70,968 | 19,365 | |||||||||
State and local
|
8,336 | 5,989 | (2,511 | ) | ||||||||
86,652 | 76,957 | 16,854 | ||||||||||
$ | 101,692 | $ | 90,202 | $ | 35,986 |
December 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands)
|
||||||||
Deferred tax assets:
|
||||||||
Intangible asset amortization
|
$ | 32,744 | $ | 37,176 | ||||
Vehicle insurance reserves
|
30,183 | 38,456 | ||||||
Other accrued liabilities
|
27,450 | 33,621 | ||||||
Interest rate swap
|
- | 15,267 | ||||||
AMT credit carryforward
|
- | 7,252 | ||||||
Canadian NOL carryforwards
|
16,561 | 17,650 | ||||||
Other Canadian temporary differences
|
6,278 | 6,462 | ||||||
Federal and state NOL carryforwards
|
50,993 | 5,723 | ||||||
Allowance for doubtful accounts and notes receivable
|
1,036 | 1,729 | ||||||
Canadian depreciation
|
1,834 | 1,862 | ||||||
167,079 | 165,198 | |||||||
Valuation allowance
|
(24,705 | ) | (26,042 | ) | ||||
Total
|
$ | 142,374 | $ | 139,156 | ||||
Deferred tax liabilities:
|
||||||||
Depreciation
|
$ | 484,942 | $ | 381,078 | ||||
Other
|
394 | 1,008 | ||||||
Total
|
$ | 485,336 | $ | 382,086 |
Year Ended December 31,
|
||||||||||||||||||||||||
2011
|
2010
|
2009
|
||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
(Amounts in Thousands) | ||||||||||||||||||||||||
Tax expense computed at the
|
||||||||||||||||||||||||
maximum U.S. statutory rate
|
$ | 91,435 | 35.0 | % | $ | 77,496 | 35.0 | % | $ | 28,353 | 35.0 | % | ||||||||||||
Difference resulting from:
|
||||||||||||||||||||||||
State and local taxes, net of
|
||||||||||||||||||||||||
federal income tax benefit
|
11,132 | 4.2 | % | 12,056 | 5.4 | % | 7,007 | 8.6 | % | |||||||||||||||
Foreign (income) losses
|
(623 | ) | (0.2 | %) | 1,522 | 0.7 | % | 1,111 | 1.4 | % | ||||||||||||||
Foreign taxes
|
586 | 0.2 | % | 416 | 0.2 | % | 633 | 0.8 | % | |||||||||||||||
Other
|
(838 | ) | (0.3 | %) | (1,288 | ) | (0.6 | %) | (1,118 | ) | (1.4 | %) | ||||||||||||
Total
|
$ | 101,692 | 38.9 | % | $ | 90,202 | 40.7 | % | $ | 35,986 | 44.4 | % |
13.
|
STOCKHOLDERS’ EQUITY
|
Interest Rate
SWAP
|
Foreign
Currency
Translation
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
(In Thousands) | ||||||||||||
Balance, January 1, 2009
|
$ | (32,952 | ) | $ | 3,564 | $ | (29,388 | ) | ||||
Interest rate swap and cap adjustment, net of tax
|
8,662 | - | 8,662 | |||||||||
Foreign currency translation adjustment | - | 2,352 | 2,352 | |||||||||
|
||||||||||||
Balance, December 31, 2009 | (24,290 | ) | 5,916 | (18,374 | ) | |||||||
Interest rate swap and cap adjustment, net of tax
|
5,543 | - | 5,543 | |||||||||
Foreign currency translation adjustment | - | 502 | 502 | |||||||||
Balance, December 31, 2010 | (18,747 | ) | 6,418 | (12,329 | ) | |||||||
Interest rate swap and cap adjustment, net of tax
|
10,259 | - | 10,259 | |||||||||
Foreign currency translation adjustment | - | (5,547 | ) | (5,547 | ) | |||||||
Balance, December 31, 2011
|
$ | (8,488 | ) | $ | 871 | $ | (7,617 | ) |
14.
|
COMMITMENTS AND CONTINGENCIES
|
Year Ended December 31, | ||||||||||||
2011
|
2010
|
2009
|
||||||||||
(In Thousands) | ||||||||||||
Rent
|
$ | 48,682 | $ | 47,915 | $ | 49,543 | ||||||
Concession expenses:
|
||||||||||||
Minimum fees
|
107,095 | 102,080 | 101,938 | |||||||||
Contingent fees
|
27,144 | 31,711 | 32,263 | |||||||||
182,921 | 181,706 | 183,744 | ||||||||||
Less sublease rental income
|
(498 | ) | (574 | ) | (785 | ) | ||||||
Total
|
$ | 182,423 | $ | 181,132 | $ | 182,959 |
Company-Owned
|
||||||||||||
Stores
|
Operating
|
|||||||||||
Concession Fees
|
Leases
|
Total
|
||||||||||
(In Thousands) | ||||||||||||
2012
|
$ | 98,351 | $ | 40,429 | $ | 138,780 | ||||||
2013
|
85,594 | 32,866 | 118,460 | |||||||||
2014
|
62,120 | 25,323 | 87,443 | |||||||||
2015
|
43,908 | 20,221 | 64,129 | |||||||||
2016
|
37,088 | 17,290 | 54,378 | |||||||||
Thereafter
|
130,771 | 48,333 | 179,104 | |||||||||
457,832 | 184,462 | 642,294 | ||||||||||
Less sublease rental income
|
- | (895 | ) | (895 | ) | |||||||
$ | 457,832 | $ | 183,567 | $ | 641,399 |
2012
|
$ | 21,220 | ||
2013
|
15,314 | |||
2014
|
7,037 | |||
2015
|
4,617 | |||
2016
|
2,995 | |||
Thereafter
|
3,508 | |||
Aggregate undiscounted public liability and property damage
|
54,691 | |||
Effect of discounting
|
(375 | ) | ||
Public liability and property damage, net of discount
|
54,316 | |||
Supplemental liability insurance
|
32,199 | |||
Total vehicle insurance reserves
|
$ | 86,515 |
15.
|
BUSINESS SEGMENTS
|
Year Ended December 31, | |||||||||
2011
|
2010
|
2009
|
|||||||
(In Thousands) | |||||||||
Revenues:
|
|||||||||
United States
|
$ |
1,466,186
|
$ |
1,455,958
|
$ |
1,466,508
|
|||
Foreign countries
|
82,742
|
81,202
|
79,741
|
||||||
$ |
1,548,928
|
$ |
1,537,160
|
$ |
1,546,249
|
||||
Long-lived assets:
|
|||||||||
United States
|
$ |
82,588
|
$ |
88,433
|
$ |
94,606
|
|||
Foreign countries
|
1,690
|
1,795
|
1,592
|
||||||
$ |
84,278
|
$ |
90,228
|
$ |
96,198
|
16.
|
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
|
Year Ended
|
First
|
Second
|
Third
|
Fourth
|
2011
|
||||||||||||||||
December 31, 2011
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Total
|
||||||||||||||||
(In Thousands Except Per Share Amounts) | |||||||||||||||||||||
Revenues
|
$ | 348,347 | $ | 395,129 | $ | 451,722 | $ | 353,730 | $ | 1,548,928 | |||||||||||
Operating income (a)
|
$ | 46,921 | $ | 88,818 | $ | 126,036 | $ | 73,685 | $ | 335,460 | |||||||||||
Net income
|
$ | 16,523 | $ | 42,505 | $ | 66,621 | $ | 33,901 | $ | 159,550 | |||||||||||
Earnings per share: (b)
|
|||||||||||||||||||||
Basic
|
$ | 0.57 | $ | 1.47 | $ | 2.30 | $ | 1.16 | $ | 5.51 | |||||||||||
Diluted
|
$ | 0.53 | $ | 1.36 | $ | 2.13 | $ | 1.08 | $ | 5.11 | |||||||||||
Year Ended
|
First
|
Second
|
Third
|
Fourth
|
2010 | ||||||||||||||||
December 31, 2010
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Total | ||||||||||||||||
(In Thousands Except Per Share Amounts) | |||||||||||||||||||||
Revenues
|
$ | 348,330 | $ | 396,227 | $ | 443,544 | $ | 349,059 | $ | 1,537,160 | |||||||||||
Operating income (a)
|
$ | 61,088 | $ | 84,436 | $ | 94,246 | $ | 43,314 | $ | 283,084 | |||||||||||
Net income
|
$ | 27,292 | $ | 42,263 | $ | 49,165 | $ | 12,496 | $ | 131,216 | |||||||||||
Earnings per share: (b)
|
|||||||||||||||||||||
Basic
|
$ | 0.96 | $ | 1.48 | $ | 1.72 | $ | 0.44 | $ | 4.58 | |||||||||||
Diluted
|
$ | 0.91 | $ | 1.40 | $ | 1.62 | $ | 0.41 | $ | 4.34 | |||||||||||
(a)
|
Operating income represents pretax income before interest, long-lived asset impairment and (increase) decrease in fair value of derivatives. |
(b)
|
The earnings per share is calculated from the weighted average common and common stock equivalents outstanding during each quarter, which may fluctuate based on quarterly income levels and market prices. Therefore, the sum of earnings per share information for each quarter may not equal the total year amounts. |
17.
|
PROPOSED ACQUISITION AND RELATED MATTERS
|
18.
|
SUBSEQUENT EVENTS
|
Additions
|
|
|||||||||||||||||||
Balance at
|
Charged to
|
Charged to
|
Balance at
|
|||||||||||||||||
Beginning
|
costs and
|
other
|
End of
|
|||||||||||||||||
of Year
|
expenses
|
accounts
|
Deductions
|
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 | |||||||||
Valuation allowance for deferred
|
||||||||||||||||||||
tax assets
|
$ | 26,042 | $ | (1,337 | ) | $ | - | $ | - | $ | 24,705 | |||||||||
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
|
$ | 24,918 | $ | 1,124 | $ | - | $ | - | $ | 26,042 | ||||||||||
2009
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 13,199 | $ | 3,129 | $ | - | $ | (8,798 | ) | $ | 7,530 | |||||||||
Vehicle insurance reserves
|
$ | 110,310 | $ | 43,356 | $ | - | $ | (45,082 | ) | $ | 108,584 | |||||||||
Valuation allowance for deferred
|
||||||||||||||||||||
tax assets
|
$ | 22,162 | $ | 2,756 | $ | - | $ | - | $ | 24,918 |
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 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Number of Securities
|
||||||||
Remaining Available for
|
||||||||
Number of Securities
|
Weighted-Average
|
Future Issuance Under
|
||||||
to be Issued Upon
|
Exercise Price of
|
Equity Compensation
|
||||||
Exercise of Outstanding
|
Outstanding Options,
|
Plans (Excluding
|
||||||
Plan Category
|
Options, Warrants and Rights
|
Warrants and Rights
|
Securities in Column (a))
|
|||||
(a)
|
(b)
|
(c)
|
||||||
Equity compensation plans
|
||||||||
approved by security holders
|
1,574,533
|
$5.11
|
247,517
|
|||||
Equity compensation plans not
|
||||||||
approved by security holders
|
None
|
None
|
None
|
|||||
Total
|
1,574,533
|
$5.11
|
247,517
|
(1)
|
||||
(1)
|
At December 31, 2011, total common stock authorized for issuance was 2,083,550 shares, which included 1,574,533 unexercised option rights and 261,500 Performance Shares, assuming a maximum payout for all nonvested Performance Shares. The Company has 247,517 shares available for future LTIP awards at December 31, 2011 after reserving for the maximum potential shares that could be awarded under the existing LTIP grants.
|
|||||||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents filed as a part of this report
|
|
(1)
|
All Financial Statements. The response to this portion of Item 15 is submitted as a separate section herein under Part II, Item 8 - Financial Statements and Supplementary Data.
|
|
(2)
|
Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts - Years Ended December 31, 2011, 2010 and 2009 is set forth under Part II, Item 8 - Financial Statements and Supplementary Data. All other schedules are omitted because they are not applicable or the information is shown in the financial statements or notes thereto.
|
|
(3)
|
Index of Exhibits
|
Exhibit No.
|
Description
|
3.1
|
Certificate of Incorporation of DTG (incorporated by reference to Exhibit 3.1 to Dollar Thrifty Automotive Group, Inc.’s Registration Statement on Form S-1, as amended (Registration No. 333-39661))
|
3.2
|
Fourth Amended and Restated By-Laws of Dollar Thrifty Automotive Group, Inc., adopted effective as of December 9, 2008, (incorporated by reference to Exhibit 3.2 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed December 15, 2008 (Commission File No. 1-13647))
|
4.1
|
Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to Dollar Thrifty Automotive Group, Inc.’s Registration Statement on Form S-1, as amended (Registration No. 333-39661))
|
4.46
|
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 (incorporated by reference to Exhibit 4.46 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2001, filed November 13, 2001 (Commission File No. 1-13647))
|
4.147
|
Note Purchase Agreement dated as of March 23, 2006 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Dresdner Kleinwort Wasserstein Securities LLC, and Scotia Capital (USA) Inc. (incorporated by reference to Exhibit 4.147 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed March 29, 2006 (Commission No. 1-13647))
|
4.153
|
Series 2006-1 Supplement dated as of March 28, 2006 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.153 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed April 3, 2006 (Commission No. 1-13647))
|
4.156
|
Collateral Assignment of Exchange Agreement dated as of March 28, 2006 among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.156 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed April 3, 2006 (Commission No. 1-13647))
|
4.158
|
Note Guaranty Insurance Policy No. AB0981BE issued by Ambac Assurance Corporation to Deutsche Bank Trust Company Americas for the benefit of the Series 2006-1 Noteholders Americas (incorporated by reference to Exhibit 4.158 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed April 3, 2006 (Commission No. 1-13647))
|
4.163
|
Amended and Restated Base Indenture dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.163 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 7, 2007 (Commission File No. 1-13647))
|
4.169
|
Amendment No. 1 to Series 2006-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.169 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 7, 2007 (Commission File No. 1-13647))
|
4.170
|
Second Amended and Restated Master Collateral Agency Agreement dated as of February 14, 2007 among Dollar Thrifty Automotive Group, Inc., Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.170 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 7, 2007 (Commission File No. 1-13647))
|
4.173
|
Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV) 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 (incorporated by reference to Exhibit 4.173 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2007, filed May 7, 2007 (Commission File No. 1-13647))
|
4.175
|
Note Purchase Agreement dated as of May 15, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Dresdner Kleinwort Securities LLC, and Scotia Capital (USA) Inc. (incorporated by reference to Exhibit 4.175 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 18, 2007 (Commission File No. 1-13647))
|
4.176
|
Series 2007-1 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))
|
4.178
|
Financial Guaranty Insurance Policy No. 07030024 issued by Financial Guaranty Insurance Company to Deutsche Bank Trust Company Americas for the benefit of the Series 2007-1 Noteholders (incorporated by reference to Exhibit 4.178 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 29, 2007 (Commission File No. 1-13647))
|
4.183
|
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 2006-1) (incorporated by reference to Exhibit 4.183 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 20, 2007 (Commission File No. 1-13647))
|
4.184
|
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) (incorporated by reference to Exhibit 4.184 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 20, 2007 (Commission File No. 1-13647))
|
4.191
|
Amendment No. 2 to Series 2006-1 Supplement dated as of May 23, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.191 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2007, filed August 7, 2007 (Commission File No. 1-13647))
|
4.192
|
Amendment No. 1 dated as of May 22, 2007 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. (incorporated by reference to Exhibit 4.192 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2007, filed August 7, 2007 (Commission File No. 1-13647))
|
4.203
|
Amendment No. 3 to Series 2006-1 Supplement dated as of September 12, 2008 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.203 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2008, filed November 5, 2008 (Commission File No. 1-13647))
|
4.204
|
Amendment No. 1 to Series 2007-1 Supplement dated as of September 12, 2008 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.204 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2008, filed November 5, 2008 (Commission File No. 1-13647))
|
4.206
|
Amendment No. 4 to Series 2006-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.206 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))
|
4.207
|
Amendment No. 2 to Series 2007-1 Supplement dated as of February 3, 2009 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.207 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))
|
4.209
|
Amendment No. 2 to Amended And Restated Master Motor Vehicle Lease And Servicing Agreement (Group IV), 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 and Dollar Thrifty Automotive Group, Inc., as Guarantor and Master Servicer (incorporated by reference to Exhibit 4.209 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))
|
4.210
|
Amendment No. 1, dated as of June 2, 2009 to the Second Amended and Restated Master Collateral Agency 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 (incorporated by reference to Exhibit 4.210 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 8, 2009 (Commission File No. 1-13647))
|
4.211
|
Letter Agreement, dated as of June 2, 2009, among Dollar Thrifty Automotive Group, Inc., Ambac Assurance Corporation and Financial Guaranty Insurance Company, relating to Amendment No. 1 to the Second Amended and Restated Master Collateral Agency Agreement, dated as of February 14, 2007 (incorporated by reference to Exhibit 4.211 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 8, 2009 (Commission File No. 1-13647))
|
4.213
|
Amendment No. 5 to Series 2006-1 Supplement dated as of August 3, 2009, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.213 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2009, filed August 6, 2009 (Commission File No. 1-13647))
|
4.214
|
Amendment No. 3 to Series 2007-1 Supplement dated as of August 3, 2009, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.214 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2009, filed August 6, 2009 (Commission File No. 1-13647))
|
4.215
|
Collateral Assignment of Exchange Agreement, dated as of April 8, 2010, among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.215 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed April 14, 2010 (Commission File No. 1-13647))
|
4.216
|
Note Purchase Agreement, dated as of April 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 to Exhibit 4.216 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed April 14, 2010 (Commission File No. 1-13647))
|
4.218
|
Master Motor Vehicle Lease and Servicing Agreement (Group V), dated as of April 8, 2010, among Rental Car Finance Corp., as lessor, Dollar Thrifty Automotive Group, Inc., as guarantor and master servicer, DTG Operations, Inc., as lessee and servicer, and those subsidiaries of Dollar Thrifty Automotive Group, Inc. becoming lessees and servicers thereunder (incorporated by reference to Exhibit 4.218 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed April 14, 2010 (Commission File No. 1-13647))
|
4.219
|
Series 2010-1 Supplement to the Amended and Restated Base Indenture, dated as of April 8, 2010, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.219 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K/A, filed May 14, 2010 (Commission File No. 1-13647))
|
4.220
|
Collateral Assignment of Exchange Agreement, dated as of June 17, 2010, among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.220 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 23, 2010 (Commission File No. 1-13647))
|
4.221
|
Note Purchase Agreement, dated as of June 17, 2010, among Rental Car Finance Corp., as seller, Dollar Thrifty Automotive Group, Inc., as master servicer, Wells Fargo Bank, N.A., as initial note purchaser, and those note purchasers from time to time becoming party thereto (incorporated by reference to Exhibit 4.221 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 23, 2010 (Commission File No. 1-13647))
|
4.222
|
Series 2010-2 Supplement to the Amended and Restated Base Indenture, dated as of June 17, 2010, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.222 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed June 23, 2010 (Commission File No. 1-13647))
|
4.223
|
Master Motor Vehicle Lease and Servicing Agreement (Group VI), dated as of June 17, 2010, among Rental Car Finance Corp., as lessor, Dollar Thrifty Automotive Group, Inc., as guarantor and master servicer, DTG Operations, Inc., as lessee and servicer, and those subsidiaries of Dollar Thrifty Automotive Group, Inc. becoming lessees and servicers thereunder (incorporated by reference to Exhibit 4.223 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 23, 2010 (Commission File No. 1-13647))
|
4.224
|
Amendment No. 1 effective April 23, 2010, to Master Exchange and Trust Agreement dated as of July 23, 2001 among Rental Car Finance Corp., DTG Operations, Thrifty, Chicago Deferred Exchange Company, VEXCO, LLC and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.224 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2010, filed August 3, 2010 (Commission File No. 1-13647))
|
4.225
|
Collateral Assignment of Exchange Agreement, dated as of October 28, 2010, among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.225 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2010, filed November 2, 2010 (Commission File No. 1-13647))
|
4.226
|
Note Purchase Agreement, dated as of October 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 of Nova Scotia, JPMorgan Chase Bank, and The Royal Bank of Scotland plc, as committed purchasers and managing agents, and Deutsche Bank AG, New York Branch, as administrative agent (incorporated by reference to Exhibit 4.226 to Dollar Thrifty Automotive Group, Inc.’s Form10-Q for the quarterly period ended September 30, 2010, filed November 2, 2010 (Commission File No. 1-13647))
|
4.227
|
Series 2010-3 Supplement to the Amended and Restated Base Indenture, dated as of October 28, 2010, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.227 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2010, filed November 2, 2010 (Commission File No. 1-13647))
|
4.228
|
Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of October 28, 2010, among Rental Car Finance Corp., as lessor, Dollar Thrifty Automotive Group, Inc., as guarantor and master servicer, DTG Operations, Inc., as lessee and servicer, and those subsidiaries of Dollar Thrifty Automotive Group, Inc. becoming lessees and servicers thereunder (incorporated by reference to Exhibit 4.228 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2010, filed November 2, 2010 (Commission File No. 1-13647))
|
4.229
|
Amendment 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 (incorporated by reference to Exhibit 4.229 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2010, filed November 2, 2010 (Commission File No. 1-13647))
|
4.230
|
Amendment No. 1 to Series 2010-1 Supplement dated as of February 23, 2011 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.230 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011 (Commission File No. 1-13647))
|
4.231
|
Amendment No. 1 to Series 2010-2 Supplement dated as of February 23, 2011 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.231 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011 (Commission File No. 1-13647))
|
4.232
|
Amendment No. 1 to Series 2010-3 Supplement dated as of February 23, 2011 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.232 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011 (Commission File No. 1-13647))
|
4.233
|
Enhancement Letter of 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 10-Q for the quarterly period ended March 31, 2011, filed May 5, 2011 (Commission File No. 1-13647))
|
4.234
|
Rights Agreement, dated as of May 18, 2011, between Dollar Thrifty Automotive Group, Inc. and Computershare Trust Company, N.A., which includes the Form of Right Certificate as Exhibit A and the Certificate of Designation of Series A Junior Participating Preferred Stock as Exhibit C (incorporated by reference to Exhibit 1 of Dollar Thrifty Automotive Group, Inc.’s Registration Statement on Form 8-A filed on May 18, 2011 and incorporated by reference to Exhibit 4.234 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated May 18, 2011 (Commission File No. 1-13647))
|
4.235
|
Note Purchase Agreement dated July 21, 2011 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBS Securities Inc. and Scotia Capital (USA) Inc. (incorporated by reference to Exhibit 4.235 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated July 21, 2011 (Commission File No. 1-13647))
|
4.236
|
Collateral Assignment of Exchange Agreement, dated as of July 28, 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))
|
4.237
|
Series 2011-1 Supplement to Amended and Restated Base Indenture, dated as of July 28, 2011, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.237 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated July 28, 2011 (Commission File No. 1-13647))
|
4.238
|
Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of July 28, 2011, among Rental Car Finance Corp., as lessor, Dollar Thrifty Automotive Group, Inc., as guarantor and master servicer, and DTG Operations, Inc., as lessee and servicer (incorporated by reference to Exhibit 4.238 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated July 28, 2011 (Commission File No. 1-13647))
|
4.239
|
Enhancement Letter of Credit Application and Agreement, dated as of July 28, 2011, among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, as Series 2011-1 letter of credit issuer (incorporated by reference to Exhibit 4.239 to Dollar Thrifty Automotive Group Inc.’s Form 8-K, dated July 28, 2011 (Commission File No. 1-13647))
|
4.240
|
Amendment No. 2, dated as of July 18, 2011, to Second Amended and Restated Master Collateral Agency 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 (incorporated by reference to Exhibit 4.240 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2011, filed August 8, 2011 (Commission File No. 1-13647))
|
4.241
|
Amended and Restated Note Purchase Agreement, dated as of September 29, 2011, among Rental Car Finance Corp., as seller, Dollar Thrifty Automotive Group, Inc., as master servicer, the conduit purchasers and/or committed purchasers identified as such on Schedule III thereto and such other conduit purchasers and/or committed purchasers from time to time party thereto, Deutsche Bank AG, New York Branch, as administrative agent and the managing agents identified as such on Schedule III thereto and such other managing agents from time to time party thereto (incorporated by reference to Exhibit 4.241 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated September 29, 2011 (Commission File No. 1-13647))
|
4.242
|
Amended and Restated Series 2010-3 Supplement dated as of September 29, 2011 to the Amended and Restated Base Indenture dated as of February 14, 2007, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.242 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated September 29, 2011 (Commission File No. 1-13647))
|
4.243
|
Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of September 29, 2011, among Rental Car Finance Corp., as lessor, Dollar Thrifty Automotive Group, Inc., as guarantor and master servicer, DTG Operations, Inc., as lessee and servicer, and those permitted lessees becoming lessees and servicers thereunder (incorporated by reference to Exhibit 4.243 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated September 29, 2011 (Commission File No. 1-13647))
|
4.244
|
Master 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 Americas, as trustee, financing source, beneficiary and master collateral agent, Saratoga Funding Corp., LLC, as conduit purchaser, and Deutsche Bank AG, New York Branch, as committed purchaser, managing agent and administrative agent (incorporated by reference to Exhibit 4.244 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated October 11, 2011 (Commission File No. 1-13647))
|
4.245
|
Note Purchase Agreement, dated as of October 26, 2011 among Rental Car Finance Corp., as seller, Dollar Thrifty Automotive Group, Inc., as master servicer, Wells Fargo Bank, N.A., as initial note purchaser and the note purchasers from time to time party thereto (incorporated by reference to Exhibit 4.245 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated October 26, 2011 (Commission File No. 1-13647))
|
4.246
|
Series 2011-2 Supplement to Amended and Restated Base Indenture, dated as of October 26, 2011, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.246 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated October 26, 2011 (Commission File No. 1-13647))
|
4.247
|
Enhancement Letter of Credit Application and Agreement, dated as of October 26, 2011, among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, as Series 2011-2 letter of credit issuer (incorporated by reference to Exhibit 4.247 to Dollar Thrifty Automotive Group Inc.’s Form 8-K, dated October 26, 2011 (Commission File No. 1-13647))
|
4.248
|
Master Termination Agreement, dated as of October 26, 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 Americas, as trustee, financing source, beneficiary and master collateral agent, and Wells Fargo Bank, N.A., as note purchaser (incorporated by reference to Exhibit 4.248 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated October 26, 2011 (Commission File No. 1-13647))
|
4.249
|
First Amendment to Rights Agreement, dated as of February 17, 2012, by and between Dollar Thrifty Automotive Group, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 2 to Dollar Thrifty Automotive Group, Inc.’s Form 8-A/A, filed February 21, 2012 and incorporated by reference to Exhibit 4.249 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 17, 2012 (Commission File No. 1-13647))
|
4.250
|
Enhancement Letter of Credit Application and Agreement dated as of February 16, 2012 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Bank of America, N.A., as Series 2007-1 letter of credit issuer (incorporated by reference to Exhibit 4.250 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.251
|
Enhancement Letter of Credit Application and Agreement dated as of February 16, 2012 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Bank of America, N.A., as Series 2010-3 letter of credit issuer (incorporated by reference to Exhibit 4.251 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.252
|
Enhancement Letter of Credit Application and Agreement dated as of February 16, 2012 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Bank of America, N.A., as Series 2011-1 letter of credit issuer (incorporated by reference to Exhibit 4.252 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.253
|
Enhancement Letter of Credit Application and Agreement dated as of February 16, 2012 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Bank of America, N.A., as Series 2011-2 letter of credit issuer (incorporated by reference to Exhibit 4.253 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.254
|
Amendment No. 4 to Series 2007-1 Supplement dated as of February 16, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.254 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.255
|
Amendment No. 1 to Amended and Restated Series 2010-3 Supplement dated as of February 16, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.255 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.256
|
Amendment No. 1 to Series 2011-1 Supplement dated as of February 16, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.256 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.257
|
Amendment No. 1 to Series 2011-2 Supplement dated as of February 16, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.257 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
4.258
|
Amendment No. 2 to Series 2011-1 Supplement dated as of February 23, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee*
|
4.259
|
Amendment 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*
|
10.8
|
Pentastar Transportation Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to Dollar Thrifty Automotive Group, Inc.'s Registration Statement on Form S-1, as amended (Registration No. 333-39661))†
|
10.10
|
Dollar Thrifty Automotive Group, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to Dollar Thrifty Automotive Group, Inc.’s Registration Statement on Form S-1, as amended (Registration No. 333-39661))†
|
10.13
|
Amendment to Long-Term Incentive Plan dated as of September 29, 1998 (incorporated by reference to Exhibit 10.13 to Dollar Thrifty Automotive Group, Inc.’s Form S-8, filed May 28, 1999 (Registration No. 333-79603))†
|
10.38
|
Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan under the Bank of Oklahoma N.A. Defined Contribution Prototype Plan & Trust, as adopted by the Company pursuant to the Adoption Agreement (Exhibit 10.39) (incorporated by reference to Exhibit 10.38 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2004, filed November 4, 2004 (Commission File No. 1-13647))†
|
10.39
|
Adoption Agreement #005 Nonstandardized 401(k) Profit Sharing Plan (incorporated by reference to Exhibit 10.39 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2004, filed November 4, 2004 (Commission File No. 1-13647))†
|
10.40
|
Unanimous Consent to Action of the Human 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 Fourth Amendment to Retirement Plan dated December 2, 2004, with amendment attached (incorporated by reference to Exhibit 10.40 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed December 8, 2004 (Commission File No. 1-13647))†
|
10.41
|
Unanimous Consent to Action of the Human 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 Contribution Prototype Plan & Trust dated January 1, 2005, with amendment attached (incorporated by reference to Exhibit 10.41 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed December 8, 2004 (Commission File No. 1-13647))†
|
10.54
|
Amended and Restated Long-Term Incentive Plan and Director Equity Plan dated as of March 23, 2005 and Adopted by Shareholders on May 20, 2005 (incorporated by reference to Exhibit 10.54 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))†
|
10.58
|
Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Thomas P. Capo, non-employee director (incorporated by reference to Exhibit 10.58 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))
|
10.59
|
Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Maryann N. Keller, non-employee director (incorporated by reference to Exhibit 10.59 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))
|
10.60
|
Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Edward C. Lumley, non-employee director (incorporated by reference to Exhibit 10.60 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))
|
10.61
|
Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and John C. Pope, non-employee director (incorporated by reference to Exhibit 10.61 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))
|
10.67
|
Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and R. Scott Anderson, Senior Executive Vice President (incorporated by reference to Exhibit 10.67 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))†
|
10.70
|
Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Vicki J. Vaniman, Executive Vice President and General Counsel (incorporated by reference to Exhibit 10.70 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))†
|
10.71
|
Indemnification Agreement dated as of May 20, 2005 between Dollar Thrifty Automotive Group, Inc. and Pamela S. Peck, Vice President and Treasurer (incorporated by reference to Exhibit 10.71 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed May 25, 2005 (Commission File No. 1-13647))†
|
10.82
|
Notice of Election Regarding Payment of Director’s Fees (As Amended and Restated) dated December 2, 2005 executed by Maryann N. Keller (incorporated by reference to Exhibit 10.82 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed December 8, 2005 (Commission File No. 1-13647))
|
10.97
|
Unanimous Consent to Action of the Human Resources and 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 (incorporated by reference to Exhibit 10.97 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed February 7, 2006 (Commission File No. 1-13647))†
|
10.106
|
Indemnification Agreement dated as of March 22, 2006 between Dollar Thrifty Automotive Group, Inc. and Richard W. Neu, non-employee director (incorporated by reference to Exhibit 10.106 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed March 27, 2006 (Commission File No. 1-13647))
|
10.107
|
Roth 401(k) Amendment effective as of March 1, 2006 for the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan (incorporated by reference to Exhibit 10.107 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2006, filed May 5, 2006 (Commission File No. 1-13647))†
|
10.119
|
Mandatory Retirement Policy approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on July 26, 2006 (incorporated by reference to Exhibit 10.119 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed August 1, 2006 (Commission File No. 1-13647))†
|
10.123
|
Second Amended and Restated Data Processing Services Agreement dated as of August 1, 2006 by and among Dollar Thrifty Automotive Group, Inc., Electronic Data Systems Corporation and EDS Information Services L.L.C. (incorporated by reference to Exhibit 10.123 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2006, filed November 8, 2006 (Commission File No. 1-13647))
|
10.143
|
Credit Agreement dated as of June 15, 2007 among Dollar Thrifty Automotive Group, as the borrower, various financial institutions as are or may become parties thereto, Deutsche Bank Trust Company Americas, as the administrative agent, The Bank of Nova Scotia, as the syndication agent, and Deutsche Bank Securities Inc. and The Bank of Nova Scotia as the joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.143 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 20, 2007 (Commission File No. 1-13647))
|
10.159
|
Form of Performance Unit Grant Agreement between the Company and the applicable employee (incorporated by reference to Exhibit 10.159 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed February 6, 2008 (Commission File No. 1-13647))†
|
10.160
|
Form of 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))†
|
10.177
|
Amendment to Notice of Election Regarding Payment of Director’s Fees (Earned and Deferred through December 31, 2007) dated December 31, 2007 executed by Thomas P. Capo (incorporated by reference to Exhibit 10.177 to Dollar Thrifty Automotive Group, Inc.’s 10-K for the fiscal year ended December 31, 2007, filed February 29, 2008 (Commission File No. 1-13647))†
|
10.178
|
Amendment to Notice of Election Regarding Payment of Director’s Fees (Earned and Deferred through December 31, 2007) dated December 26, 2007 executed by Richard W. Neu (incorporated by reference to Exhibit 10.178 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2007, filed February 29, 2008 (Commission File No. 1-13647))†
|
10.179
|
Amendment to Notice of Election Regarding Payment of Director’s Fees (Earned and Deferred through December 31, 2007) dated December 31, 2007 executed by John C. Pope (incorporated by reference to Exhibit 10.179 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2007, filed February 29, 2008 (Commission File No. 1-13647))†
|
10.180
|
Consent to Action in Lieu of Meeting of the Board of Directors of Dollar Thrifty Automotive Group, Inc. effective January 1, 2008 regarding the amendment to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan under the Bank of Oklahoma N.A. Defined Contribution Prototype Plan and Trust dated November 29, 2007 (incorporated by reference to Exhibit 10.180 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2007, filed February 29, 2008 (Commission File No. 1-13647))†
|
10.181
|
Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 31, 2007 executed by Thomas P. Capo (incorporated by reference to Exhibit 10.181 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2007, filed February 29, 2008 (Commission File No. 1-13647))†
|
10.184
|
Amendment to Notice of Election Regarding Payment of Director’s Fees for Calendar Year 2008 dated December 26, 2007 executed by Richard W. Neu (incorporated by reference to Exhibit 10.184 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2007, filed February 29, 2008 (Commission File No. 1-13647))†
|
10.188
|
Indemnification Agreement dated as of April 8, 2008 between Dollar Thrifty Automotive Group, Inc. and Kimberly D. Paul, Vice President and Chief Accounting Officer (incorporated by reference to Exhibit 10.188 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed April 14, 2008 (Commission File No. 1-13647))†
|
10.191
|
Indemnification Agreement dated as of May 23, 2008 between Dollar Thrifty Automotive Group, Inc. and Scott L. Thompson, Senior Executive Vice President and Chief Financial Officer (incorporated by reference to Exhibit 10.191 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed May 28, 2008 (Commission File No. 1-13647))†
|
10.192
|
First Amendment 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 (incorporated by reference to Exhibit 10.192 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed July 10, 2008 (Commission File No. 1-13647))
|
10.200
|
Second Amendment to Credit Agreement dated as of September 29, 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 (incorporated by reference to Exhibit 10.200 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed September 30, 2008 (Commission File No. 1-13647))
|
10.203
|
Third Amendment to Credit Agreement dated, as of November 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 (incorporated by reference to Exhibit 10.203 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed November 24, 2008 (Commission File No. 1-13647))
|
10.204
|
Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of December 9, 2008 (incorporated by reference to Exhibit 10.204 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed December 15, 2008 (Commission File No. 1-13647))†
|
10.205
|
Employment Continuation Agreement dated December 9, 2008 between the Company and Scott L. Thompson (incorporated by reference to Exhibit 10.205 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed December 15, 2008 (Commission File No. 1-13647))†
|
10.206
|
Fourth Amendment to Credit Agreement dated as of February 4, 2009 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party thereto (incorporated by reference to Exhibit 10.206 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed February 10, 2009 (Commission File No. 1-13647))
|
10.207
|
Fifth Amendment to Credit Agreement dated as of February 25, 2009 among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and various financial institutions as are party thereto (incorporated by reference to Exhibit 10.207 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed February 25, 2009 (Commission File No. 1-13647))
|
10.210
|
Umbrella 409A Amendment for Performance Shares effective December 9, 2008 (incorporated by reference to Exhibit 10.210 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))†
|
10.211
|
Amended and Restated Deferred Compensation Plan dated December 9, 2008 (incorporated by reference to Exhibit 10.211 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))†
|
10.213
|
Amended and Restated Retirement Plan effective as of December 9, 2008 (incorporated by reference to Exhibit 10.213 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))†
|
10.214
|
2009 Deferred Compensation Plan effective January 1, 2009 (incorporated by reference to Exhibit 10.214 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))†
|
10.217
|
Form of Indemnification Agreement between the Company and the applicable employee (incorporated by reference to Exhibit 10.217 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))†
|
10.218
|
Vehicle Supply Agreement dated as of February 9, 2009 between Ford Motor Company and DTG (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.218 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009 (Commission File No. 1-13647))
|
10.222
|
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 the Credit Agreement, dated as of June 15, 2007 (incorporated by reference to Exhibit 10.222 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 8, 2009 (Commission File No. 1-13647))
|
10.223
|
Sixth Amendment to Credit Agreement, dated as of June 25, 2009 and effective as of June 26, 2009, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent and letter of credit issuer, and various financial institutions as are party thereto (incorporated by reference to Exhibit 10.223 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed June 30, 2009 (Commission File No. 1-13647))
|
10.224
|
Form of Restricted Stock Unit Grant Agreement Between the Company and the applicable employee (incorporated by reference to Exhibit 10.224 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2009, filed August 6, 2009 (Commission File No. 1-13647))†
|
10.225
|
First Amendment effective as of July 22, 2009, to the Vehicle Supply Agreement dated as of February 9, 2009, between Ford Motor Company and DTG (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.225 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2009, filed August 6, 2009 (Commission File No. 1-13647))
|
10.226
|
Seventh Amendment to Credit Agreement, dated as of August 7, 2009, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank 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))
|
10.227
|
Vehicle Supply Agreement dated as of August 4, 2009 between Chrysler Group LLC and DTG (incorporated by reference to Exhibit 10.227 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2009, filed October 26, 2009 (Commission File No. 1-13647))
|
10.228
|
Vehicle Purchase Agreement dated December 15, 2009 between General Motors LLC and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.228 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2009, filed March 4, 2010 (Commission File No. 1-13647))
|
10.229
|
Form of Director’s Deferred Compensation Election between the Company and the applicable director (incorporated by reference to Exhibit 10.229 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2009, filed March 4, 2010 (Commission File No. 1-13647))†
|
10.230
|
Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director’s Compensation effective January 1, 2010 Until Further Modified (incorporated by reference to Exhibit 10.230 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2009, filed March 4, 2010 (Commission File No. 1-13647))†
|
10.231
|
Form of Restricted Stock Units Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable director (incorporated by reference to Exhibit 10.231 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2009, filed March 4, 2010 (Commission File No. 1-13647))†
|
10.232
|
Dollar Thrifty Automotive Group, Inc. 2010 Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.232 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2009, filed March 4, 2010 (Commission File No. 1-13647))†
|
10.233
|
Second Amendment effective as of February 24, 2010, to the Vehicle Supply Agreement dated as of February 9, 2009, between Ford Motor Company and DTG (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.233 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2009, filed March 4, 2010 (Commission File No. 1-13647))
|
10.234
|
First Amendment to Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of March 24, 2010 (incorporated by reference to Exhibit 10.234 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2010, filed May 5, 2010 (Commission File No. 1-13647))†
|
10.235
|
Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan dated as of December 9, 2008 (filed as exhibit 10.212 with DTG’s Form 10-K for the fiscal year ended December 31, 2008, filed March 3, 2009), as amended effective on March 16, 2009 (filed as exhibit 10.221 with DTG’s Form 8-K filed May 20, 2009) and effective on March 31, 2009 (filed as exhibit 10.219 with DTG’s Form 10-Q for the quarterly period ended March 31, 2009, filed May 6, 2009) (incorporated by reference to Exhibit 10.235 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2010, filed May 5, 2010 (Commission File No. 1-13647))†
|
10.236
|
Eighth Amendment to Credit Agreement, dated as of November 19, 2010, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent and letter of credit issuer, and various financial institutions party thereto (incorporated by reference to Exhibit 10.236 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed November 24, 2010 (Commission File No. 1-13647))
|
10.237
|
Form of Performance Units Grant Agreement between the Company and the applicable employee (incorporated by reference to Exhibit 10.237 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, filed December 9, 2010 (Commission File No. 1-13647))†
|
10.238
|
Ninth Amendment to Credit Agreement, dated as of February 9, 2011, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust 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. 1-13647))
|
10.239
|
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 Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.239 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011 (Commission File No. 1-13647))
|
10.240
|
Form of Directors Deferred Compensation Election between the Company and the applicable director (incorporated by reference to Exhibit 10.240 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011 (Commission File No. 1-13647))†
|
10.241
|
Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director’s Compensation effective December 1, 2010 (incorporated by reference to Exhibit 10.241 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011 (Commission File No. 1-13647))†
|
10.242
|
Dollar Thrifty Automotive Group, Inc. 2011 Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.242 to Dollar Thrifty Automotive Group, Inc.’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011 (Commission File No. 1-13647))†
|
10.243
|
Services Agreement dated April 4, 2011 by and between Dollar Thrifty Automotive Group, Inc. and HP Enterprise Services, LLC (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.243 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended March 31, 2011, filed May 5, 2011 (Commission File No. 1-13647))
|
10.244
|
Vehicle Rental Supply Agreement effective as of March 5, 2008, by and between Expedia, Inc. and Dollar Thrifty Automotive Group, Inc., as amended by the First Amendment to Vehicle Rental Supply Agreement dated as of February 1, 2009, the Second Amendment to Vehicle Rental Supply Agreement dated July 10, 2009 and the Third Amendment to Vehicle Rental Supply Agreement dated June 16, 2011 (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.244 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2011, filed August 8, 2011 (Commission File No. 1-13647))
|
10.245
|
Amendment 01, effective July 22, 2011, to the Services Agreement dated April 4, 2011 by and between Dollar Thrifty Automotive Group, Inc. and HP Enterprise Services, LLC (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.245 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended June 30, 2011, filed August 8, 2011 (Commission File No. 1-13647))
|
10.246
|
Tenth Amendment to Credit Agreement, dated as of September 23, 2011, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative 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))
|
10.247
|
Fourth Amendment dated August 1, 2011 to Vehicle Rental Supply Agreement effective as of March 5, 2008, by and between Expedia, Inc. and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.247 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2011, filed November 2, 2011 (Commission File No. 1-13647))
|
10.248
|
Vehicle Purchase Agreement dated August 18, 2011 (effective October 12, 2011) between General Motors LLC and Dollar Thrifty Automotive Group, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.248 to Dollar Thrifty Automotive Group, Inc.’s Form 10-Q for the quarterly period ended September 30, 2011, filed November 2, 2011 (Commission File No. 1-13647))
|
10.249
|
Credit Agreement dated as of February 16, 2012 among Dollar Thrifty Automotive Group, Inc. and DTG Operations, Inc., as borrowers, certain domestic subsidiaries of the borrowers, as guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A. as syndication agent and Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer, and Merrill Lynch, Pierce, Fenner, & Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.249 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
10.250
|
Security Agreement dated as of February 16, 2012 among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc. and the other subsidiary grantors party thereto and Bank of America, N.A., as administrative agent for the secured parties (incorporated by reference to Exhibit 10.250 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
10.251
|
Pledge Agreement dated as of February 16, 2012 among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc. and the other subsidiary pledgors party thereto and Bank of America, N.A., as administrative agent for the secured parties (incorporated by reference to Exhibit 10.251 to Dollar Thrifty Automotive Group, Inc.’s Form 8-K, dated February 16, 2012 (Commission File No. 1-13647))
|
10.252
|
Second Amendment to Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated December 9, 2011†*
|
10.253
|
Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director’s Compensation effective January 1, 2012†*
|
10.254
|
Dollar Thrifty Automotive Group, Inc. 2012 Executive Incentive Compensation Plan†*
|
10.255
|
Retirement and Consulting Agreement by and between R. Scott Anderson and Dollar Thrifty Automotive Group, Inc. effective December 15, 2011†*
|
10.256
|
Form of Performance Unit Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable employee†*
|
10.257
|
Form of Restricted Stock Unit Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable director†*
|
16.1
|
Letter from Deloitte & Touche LLP to the Securities and Exchange Commission regarding statements included in Form 8-K (incorporated by reference to Exhibit 16.1 to DTG’s Form 8-K/A dated January 31, 2011, filed February 11, 2011 (Commission File No. 1-13647))
|
21
|
Subsidiaries of DTG*
|
23.44
|
Consent of HoganTaylor LLP regarding Registration Statement on Form S-8, Registration No. 333-89189 (incorporated by reference to Exhibit 23.44 to Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan’s Form 11-K for the fiscal year ended December 31, 2010, filed June 17, 2011 (Commission File No. 1-13647))
|
23.45
|
Consent of Ernst & Young LLP regarding DTG’s Forms S-8, Registration No. 333-79603, Registration No. 333-89189, Registration No. 333-33144, Registration No. 333-33146, Registration No. 333-50800, Registration No. 333-128714, Registration No. 333-152401 and Registration No. 333-161509 and Form S-3, Registration No. 333-161027*
|
23.46
|
Consent of Deloitte & Touche LLP regarding DTG’s Forms S-8, Registration No. 333-79603, Registration No. 333-89189, Registration No. 333-33144, Registration No. 333-33146, Registration No. 333-50800, Registration No. 333-128714, Registration No. 333-152401 and Registration No. 333-161509 and Form S-3, Registration No. 333-161027*
|
31.79
|
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
31.80
|
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
32.79
|
Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
32.80
|
Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101.INS
|
XBRL Instance Document**
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
†
|
Denotes management contract or compensatory plan
|
*
|
Filed herewith
|
**
|
Pursuant to Rule 406T of Regulation S-T, 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 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 under those sections
|
(b)
|
Filed Exhibits
|
|
The response to this item is submitted as a separate section of this report.
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
|
||
February 28, 2012 |
By:
|
/s/ SCOTT L. THOMPSON
|
|
Scott L. Thompson
|
|
|
President and Principal Executive Officer
|
Name
|
Title
|
Date
|
/s/ SCOTT L. THOMPSON
Scott L. Thompson
|
Chairman of the Board,
Chief Executive Officer,
President and Director
|
February 28, 2012
|
/s/ H. CLIFFORD BUSTER III
H. Clifford Buster III
|
Chief Financial Officer,
Senior Executive Vice President
and Principal Financial Officer
|
February 28, 2012
|
/s/ KIMBERLY D. PAUL
Kimberly D. Paul
|
Chief Accounting Officer,
Vice President and
Principal Accounting Officer
|
February 28, 2012
|
/s/ THOMAS P. CAPO
Thomas P. Capo
|
Director
|
February 28, 2012
|
/s/ MARYANN N. KELLER
Maryann N. Keller
|
Director
|
February 28, 2012
|
/s/ EDWARD C. LUMLEY
Edward C. Lumley
|
Director
|
February 28, 2012
|
/s/ RICHARD W. NEU
Richard W. Neu
|
Director
|
February 28, 2012
|
/s/ JOHN C. POPE
John C. Pope
|
Director
|
February 28, 2012
|
4.258
|
Amendment No. 2 to Series 2011-1 Supplement dated as of February 23, 2012 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee
|
4.259
|
Amendment 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
|
10.252
|
Second Amendment to Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated December 9, 2011
|
10.253
|
Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Director’s Compensation effective January 1, 2012
|
10.254
|
Dollar Thrifty Automotive Group, Inc. 2012 Executive Incentive Compensation Plan
|
10.255
|
Retirement and Consulting Agreement by and between R. Scott Anderson and Dollar Thrifty Automotive Group, Inc. effective December 15, 2011
|
10.256
|
Form of Performance Unit Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable employee
|
10.257
|
Form of Restricted Stock Unit Grant Agreement between Dollar Thrifty Automotive Group, Inc. and the applicable director
|
21
|
Subsidiaries of DTG |
23.45
|
Consent of Ernst & Young LLP regarding DTG’s Forms S-8, Registration No. 333-79603, Registration No. 333-89189, Registration No. 333-33144, Registration No. 333-33146, Registration No. 333-50800, Registration No. 333-128714, Registration No. 333-152401 and Registration No. 333-161509 and Form S-3, Registration No. 333-161027
|
23.46
|
Consent of Deloitte & Touche LLP regarding DTG’s Forms S-8, Registration No. 333-79603, Registration No. 333-89189, Registration No. 333-33144, Registration No. 333-33146, Registration No. 333-50800, Registration No. 333-128714, Registration No. 333-152401 and Registration No. 333-161509 and Form S-3, Registration No. 333-161027
|
31.79
|
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.80
|
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.79
|
Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.80
|
Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
*
|
Pursuant to Rule 406T of Regulation S-T, 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 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 under those sections
|
1.
|
The references to Section 3(d)(iii) in the penultimate paragraph of Section 3(e) are hereby amended to refer to Section 3(e)(iii).
|
2.
|
Section 3(i) is hereby amended to read as follows:
|
3.
|
Delete Section 4(d) and replace it with the following new Section 4(d):
|
4.
|
Delete Section 4(e) and replace it with the following new Section4(e).
|
5.
|
Section 5(a)(iv) is hereby amended in its entirety as follows:
|
6.
|
Replace existing Annex B with attached Annex B.1 and Annex B.2.
|
7.
|
All other provisions of the Plan not otherwise amended herein remain in full force and effect.
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. | ||
ATTEST: | ||
Vicki J. Vaniman | Scott L. Thompson | |
Secretary | President and Chief Executive Officer | |
I.
|
Payment for Services. Directors who are not officers or employees of Dollar Thrifty Automotive Group, Inc. (“DTAG” or the “Company”), or any of its affiliates (“Independent Directors”) will be paid as follows for their services on the Board of Directors of DTAG (the “Board”):
|
·
|
Each Independent Director will receive an annual Board retainer of $80,000.
|
·
|
Each Committee Chairman will be paid an additional annual chairman retainer as follows:
|
o
|
Audit Committee $14,000
|
o
|
Governance Committee $9,000
|
o
|
Human Resources and Compensation Committee $12,000
|
·
|
The Lead Director will be paid an additional $20,000 annually.
|
|
B.
|
Meeting Fees. There will be no fees paid for a director’s attendance at Board or committee meetings.
|
|
C.
|
Annual Equity Grant. In January of each calendar year each Independent Director will be granted Restricted Stock Units having a value of $100,000.00, determined based on the Market Value Per Share of the underlying Common Stock on the date of grant, as defined in and pursuant to DTAG’s Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “LTIP”). The Restricted Stock Units will vest on December 31 of the year in which they are granted, provided that the Independent Director is still serving on the Board on such date, and unless the Independent Director has made an election to defer distribution of the Common Stock underlying the Restricted Stock Units, such Common Stock will be distributed on such December 31. If the Independent Director’s service terminates prior to December 31, but at least six months following the grant date for any reason other than a Change in Control (as defined in the LTIP), a pro rata portion of the Restricted Stock Units shall vest on the date of separation from service based on the Independent Director’s period of service during the year and the Common Stock underlying the Restricted Stock Units will be distributed within ninety (90) days of such separation from service. In the event of a Change in Control, the Restricted Stock Units shall become fully vested immediately upon the date of the Change in Control and distributed within ninety (90) days of the Change in Control unless otherwise deferred by a Director to a different date.
|
II.
|
Deferral Option. Each Independent Director shall have the option to defer his or her annual equity grant to be issued on a specific date in a future year, such as 90 days following any separation of service from the Board. An Independent Director electing to defer his or her grant must make such election by December 31 of the year preceding the year in which the compensation to be deferred would be earned by completing the Deferral Election Form in the form provided by the Company and returning such form to the Company no later than December 31 of the year preceding the year in which the compensation to be deferred would be earned. Notwithstanding the foregoing, during the first year in which an Independent Director becomes eligible to defer his or her annual retainer, such election may be made within 30 days of becoming eligible to make such deferral, provided that such deferral election shall only apply to amounts earned with respect to services rendered after the date on which such deferral election is made.
|
III.
|
Payment Method. All retainers will be paid in cash quarterly in arrears and the annual equity grant will be paid in DTAG stock at the times set forth in Section I.C. above, unless deferred by the Independent Director.
|
IV.
|
Additional Benefits. While traveling, Independent Directors as well as directors who are not Independent Directors will be provided rental cars at any Dollar Rent A Car or Thrifty Car Rental location (whether corporately operated or operated by a licensee of DTAG) or any successor company location without charge for product and service evaluation. This benefit will continue for each director following their departure from the Board if (i) the director has been a member of the Board for more than five (5) years; or (ii) separation from service occurs following a Change in Control. This benefit cannot be exchanged for cash or any other benefit.
|
[APPROVED by the Board of Directors of
Dollar Thrifty Automotive Group, Inc.,
effective January 1, 2012.]
|
1.
|
The Award will be based on DTG’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), excluding merger related expenses and plus or minus any other adjustments approved by the Human Resources and Compensation Committee of the Board of Directors of DTG (the “HRCC”) in its sole discretion. A bonus pool will be funded based upon a percentage of EBITDA (the “Bonus Pool”).
|
|
●
|
No funding of the Bonus Pool will occur for EBITDA below a set minimum threshold or for EBITDA in excess of a set maximum.
|
|
●
|
Participants will be eligible to receive a percentage of the total Bonus Pool, as determined by the HRCC.
|
|
●
|
Any amounts to be awarded for EBITDA between the minimum threshold and a pre-determined amount will be paid in cash and any amounts to be awarded for EBITDA in excess of that pre-determined amount will be paid pursuant to a grant of performance share units (“PSUs”), with terms and conditions established by Company, including the following vesting schedule:
|
2.
|
Except as provided in Section 6 below, Awards, if any, will be paid subsequent to the confirmation of the 2012 financial results of DTG. The HRCC reserves the right to determine the appropriateness of Awards under the 2012 Plan after review of business conditions and the Company’s continued viability after the close of the 2012 fiscal period. Awards may not be approved to be paid if it is determined by the HRCC that the business is not stable and/or not properly positioned for success in 2012.
|
3.
|
Except as provided in Section 6 below, Participants must be employed by the Company on the Award payment date to be eligible for an Award and must be employed on each of the applicable vesting dates of the PSUs in order to receive them.
|
4.
|
Employees who are hired or promoted into an eligible pay grade during 2012 may be considered for participation in the 2012 Plan on a prorated basis based on the number of days worked during the year 2012 in such new pay grade.
|
5.
|
Any special circumstances or exceptions not addressed in this 2012 Plan will be resolved by the President and Chief Executive Officer of DTG, in his sole discretion but subject to approval of the HRCC. The HRCC further reserves the right to determine eligibility under the 2012 Plan and to interpret and construe the terms of the 2012 Plan. The 2012 Plan may be amended, suspended or terminated by the HRCC.
|
6.
|
If there is a “Change in Control” of the Company (within the meaning of the Company’s Second Amended and Restated Employment Continuation Plan and the Employment Continuation Agreement with Scott L. Thompson, both dated December 9, 2008 (collectively, the “Arrangements”) during the 2012 fiscal year or in 2013 prior to the scheduled payment date for Awards under the 2012 Plan, the Awards will be paid (a) at the time provided in the Arrangements in the case of Participants whose employment is terminated prior to the Award payment date under circumstances entitling them to severance under the Arrangements and (b) on the Award payment date to Participants who remain employed by the Company through the Award payment date. All Awards will be (i) in the form of a lump sum cash payment determined on a basis that is at least as favorable for each Participant as the allocation methodology utilized for the actual payment of Awards pursuant to the 2011 Executive Incentive Compensation Plan and (ii) based on the accounting accrual rate, annualized for 2012 (the same deemed to be the expected 2012 stand alone financial performance at the time of the Change in Control) as of the date immediately prior to the Change in Control and as determined by the Board or the HRCC or based on the actual performance for the 2012 fiscal year as determined at the time of payment, if greater.
|
|
Further, if there is a Change in Control of the Company (within the meaning of the Arrangements) during the 2012 fiscal year or in 2013 prior to the scheduled payment date for Awards under the 2012 Plan, the target bonus opportunity for a Participant referenced in the Arrangements will be deemed to be the percentage allocation utilized for the actual payment of Awards pursuant to the 2011 Executive Incentive Plan for such Participant as updated to reflect the 2012 EBITDA pool and using the accounting accrual rate, annualized for 2012 and as determined by the Board or the HRCC, as of the date immediately prior to the Change in Control. In the event there are individuals who are Participants in the 2012 Plan but were not in the 2011 Executive Incentive Plan, then the percentage allocation for such new Participants will be the average of the percentage allocation of all Participants holding a like office as set forth in the 2011 Executive Incentive Plan.
|
7.
|
If a Participant in the 2012 Plan, during his or her employment with the Company or within six (6) months following the payment of the Award, engages in any material Detrimental Activity (defined below), and the Board of Directors of DTG (or any committee as delegated by the Board) (the “Board”) shall so find, the Participant shall return to the Company all or so much of the Award (as determined by the Board) made to the Participant under the 2012 Plan. To the extent the amount of the Award is not fully paid and returned to the Company, the Company may set off the amount payable to it against any amounts that may be owing from time to time to the Participant, whether as wages, deferred compensation or vacation pay or in the form of any other benefit.
|
|
(i)
|
Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any service, system, or business activity for which the Participant has had any direct responsibility during the last two years of his or her employment with the Company, in any territory in which the Company manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity.
|
|
(ii)
|
Soliciting any employee of the Company to terminate his or her employment with the Company.
|
|
(iii)
|
The disclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company, acquired by the Participant during his or her employment with the Company or while acting as a consultant for the Company thereafter.
|
|
(iv)
|
The failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company or the failure or refusal to do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in other countries.
|
|
(v)
|
Activity that results in Termination for Cause. “Termination for Cause” shall mean a termination:
|
|
(a)
|
due to the Participant’s willful and continuous gross neglect of his or her duties for which he or she is employed, or
|
|
(b)
|
due to an act of dishonesty on the part of the Participant constituting a felony resulting or intended to result, directly or indirectly, in his or her gain for personal enrichment at the expense of the Company.
|
|
(vi)
|
Any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company unless the Participant acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.
|
|
(vii)
|
Conduct by a Participant, including errors, omissions or fraud that caused or partially caused the need for the restatement of any financial statements or financial results of the Company.
|
8.
|
Miscellaneous
|
|
●
|
No Continued Employment. Nothing in this Plan is intended to be or shall be construed as a promise of continued employment or employment for any specified period.
|
|
●
|
Agreement and Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Oklahoma without reference to principles of conflicts of laws. Any dispute, claim or cause of action related to this Plan shall be commenced in the applicable state or federal courts located in Tulsa County, Oklahoma.
|
|
●
|
Descriptive Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of the Plan.
|
1.
|
Defined Terms. Defined terms used in this Agreement shall have the same meaning as those terms defined and used in the Plan, unless otherwise indicated in this Agreement.
|
2.
|
Grant of Performance Units. The Company hereby grants _________ Performance Units to Employee as of the Effective Date for the one-year Performance Period from ________ to ________, subject to the restrictions set forth herein. Each Performance Unit relates to one Common Share of the Company.
|
3.
|
Performance-Based Vesting Conditions. The Committee has determined that the management objectives for the Performance Period shall be the____________ (the “___ Management Objectives”). Within seventy-five (75) days following the conclusion of the Performance Period, the Committee shall determine whether the _______ Management Objectives have been met or exceeded and shall provide written certification of such determination. In the event the Committee certifies that the _______ Management Objectives have been met or exceeded, all Performance Units shall remain outstanding and subject to the time-based vesting and forfeiture conditions set forth below. Except as expressly provided below in Section 7, if the Company does not meet or exceed the ________ Management Objectives for the Performance Period, all Performance Units granted hereunder shall immediately be cancelled and forfeited, no Common Shares shall be distributed to Employee in respect of such Performance Units and Employee shall have no further rights or entitlements under this Agreement.
|
4.
|
Time-Based Vesting Conditions. Except as otherwise provided herein, if the Company meets or exceeds the _______ Management Objectives for the Performance Period, 25% of the Performance Units shall vest on ________ and the remaining 75% of the Performance Units shall vest on _______ (each, a “Vesting Date”), in each case subject to Employee’s continued employment with the Company or its Subsidiaries through the applicable Vesting Date.
|
5.
|
Distribution. Except as otherwise provided herein, the Common Shares to be distributed hereunder upon the vesting of any Performance Units, shall be distributed as soon as practicable following the applicable Vesting Date and in no event later than March 15th of the calendar year following the year in which the Vesting Date occurs. Notwithstanding the foregoing, if Employee is eligible to separate from service for Retirement as of the Effective Date or could become eligible for Retirement after the Effective Date but prior to the last Vesting Date set out above (in each case, a “Retirement Eligible Employee”), the Common Shares to be distributed in respect of a Performance Unit held by such Employee shall be distributed on the earlier of (a) no later than ninety (90) days following the applicable Vesting Date and (b) no later than ninety (90) days following Employee’s separation from service, if and to the extent the corresponding Performance Units are not forfeited on, prior to or in connection with such separation from service. For purposes of this Agreement, a Retirement Eligible Employee may only separate from service for “Retirement” at or after the date upon which such Employee has reached the age of sixty-two (62) years or older and has performed at least five (5) or more years of service for the Company or its Subsidiaries. In no event will Employee have the right to designate the taxable year of any distribution of the Common Shares hereunder.
|
6.
|
Separation from Service.
|
a.
|
Separation from Service Prior to the Completion of the Performance Period. Except as otherwise provided in Section 7, upon Employee’s separation from service with the Company or its Subsidiaries for any reason prior to the completion of the Performance Period, Employee shall forfeit all Performance Units and no Common Shares will be issued or distributed to Employee hereunder.
|
b.
|
Separation from Service Following the Completion of the Performance Period.
|
i.
|
Involuntary With Cause. Upon the separation from service of Employee from the employ of the Company or its Subsidiaries by the Company or its Subsidiaries with Cause following the completion of the Performance Period, all Common Shares that relate to Performance Units whose Vesting Date occurred prior to such termination but were not distributed prior to such termination shall be distributed as provided in Section 5 and Employee shall immediately forfeit all other then-outstanding Performance Units. For purposes of this Agreement, “Cause” shall have the same meaning as “Termination for Cause” set forth in Section 2(j)(v) of the Plan.
|
ii.
|
Involuntary Without Cause. Upon the separation from service of Employee from the employ of the Company or its Subsidiaries by the Company without Cause following the completion of the Performance Period, (a) Common Shares that relate to Performance Units whose Vesting Date occurred prior to such separation from service but were not previously distributed shall be distributed pursuant to Section 5 of this Agreement, (b) a prorated portion of all other then-outstanding Performance Units will immediately vest based on the number of days that Employee remained in the continuous employ of the Company or one of its Subsidiaries from the first date of the Performance Period through the separation of service and the related Common Shares shall be distributed as soon as practicable following such separation from service and in no event later than March 15th of the calendar year following the year in which the separation from service occurs, and (c) the remainder of the Performance Units held by Employee will be forfeited and no Common Shares will be distributed in respect of such Performance Units. Notwithstanding the foregoing, if Employee is a Retirement Eligible Employee, the Common Shares relating to his or her then-outstanding Performance Units will be distributed at the time specified in Section 5.
|
iii.
|
Voluntary. Upon the voluntary separation from service by Employee from the employ of the Company or its Subsidiaries following the completion of the Performance Period (including Retirement as defined in Section 5 above), all Common Shares that relate to Performance Units whose Vesting Date occurred prior to such termination but were not distributed prior to such termination shall be distributed as provided in Section 5 and Employee shall immediately forfeit all other then-outstanding Performance Units.
|
iv.
|
Disability or Death. Upon the separation from service of Employee from the employ of the Company or its Subsidiaries on account of Employee’s Disability or death following the completion of the Performance Period (a) Common Shares that relate to Performance Units whose Vesting Date occurred prior to such separation from service but were not previously distributed shall be distributed pursuant to Section 5 of this Agreement, (b) a prorated portion of all other then-outstanding Performance Units will immediately vest based on the number of days that Employee remained in the continuous employ of the Company or one of its Subsidiaries from the first date of the Performance Period through the separation from service and the related Common Shares shall be distributed as soon as practicable following such separation from service and in no event later than March 15th of the calendar year following the year in which Employee’s separation from service occurs and (c) the remainder of the Performance Units held by Employee will be forfeited and no Common Shares will be distributed in respect of such Performance Units.
|
7.
|
Change in Control. Notwithstanding anything to the contrary in this Agreement or in Section 13 of the Plan, in the event of a Change in Control of the Company while any Performance Units granted hereunder remain outstanding, the following provisions shall apply:
|
a.
|
Change in Control Prior to the Completion of the Performance Period. In the event of a Change in Control prior to the Completion of the Performance Period, the Performance Period will be deemed to have been completed for all purposes of this Agreement effective as of the Change in Control, the ______ Management Objectives shall be deemed to have been met in full effective as of the Change in Control and the Performance Units shall remain outstanding and continue to vest in accordance with the terms of this Agreement. Distribution of Common Shares, or their equivalent, will be in accordance with Sections 5 and 6, as applicable.
|
b.
|
Separation from Service without Cause on or following a Change in Control. Upon the separation from service of Employee from the employ of the Company or its Subsidiaries by the Company without Cause on or following a Change in Control, all then-outstanding Performance Units held by Employee will immediately vest and the related Common Shares will be distributed as set forth in Section 6(b)(ii).
|
c.
|
Certain Separations from Service Pursuant to Employee Continuation Plan. If at the time of the Change in Control Employee is a participant in the Company’s Second Amended and Restated Employment Continuation Plan dated December 9, 2008 as amended (the “Continuation Plan”), then if Employee has a separation from service from the employ of the Company or its Subsidiaries pursuant to Section 4(c) or 4(d) of such Continuation Plan, as applicable, all then-outstanding Performance Units held by Employee will immediately vest and the related Common Shares will be distributed as set forth in Section 6(b)(ii) as though Employee had a separation from service by the Company or its Subsidiaries without Cause.
|
d.
|
Separation from Service with Cause Following the Change in Control Date. Upon the involuntary separation from service of Employee from the employ of the Company or its Subsidiaries by the Company or its Subsidiaries with Cause following a Change in Control, Employee shall immediately forfeit all unvested and outstanding Performance Units and no Common Shares will be distributed to Employee hereunder. For purposes of this Section 7(d), if Employee is a participant in the Continuation Plan, such Employee will only be deemed to have had a separation from service with Cause if his separation from service would be so treated pursuant to the Continuation Plan.
|
8.
|
Assignability. The Performance Units, including any interest therein, shall not be transferable or assignable, except as permitted in accordance with Section 11 of the Plan.
|
9.
|
Securities Laws Requirements. This grant has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and no transfer or assignment of this grant may be made in the absence of an effective registration statement under such laws or the availability of an exemption from the registration provisions thereof in respect of such transfer or assignment.
|
10.
|
Detrimental Activity. Notwithstanding anything in this Agreement or the Plan to the contrary, if Employee, either during employment by the Company or a Subsidiary or within six (6) months after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, forthwith upon notice of such finding, Employee shall:
|
a.
|
return to the Company, in exchange for payment by the Company of any amount actually paid therefore by Employee, all Common Shares that Employee has not disposed of that were issued pursuant to this Agreement within a period of one (1) year prior to the date of the commencement of such Detrimental Activity, and
|
b.
|
with respect to any Common Shares so acquired that Employee has disposed of, pay to the Company in cash the difference between:
|
i.
|
any amount actually paid therefore by Employee pursuant to this Agreement, and
|
ii.
|
the Market Value Per Share of the Common Shares on the date of such acquisition.
|
c.
|
To the extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to Employee, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason, except that the Company may not offset any amounts if and to the extent it would cause an impermissible deferral or acceleration of the time of payment of an amount subject to Section 409A of the Code. The Company shall not enforce remedies upon occurrence of a Detrimental Activity against Employee in excess of or beyond restrictions or limitations under applicable law.
|
11.
|
Clawback. Notwithstanding anything in this Agreement to the contrary, Employee acknowledges that the Company may be entitled or required by law or Company policy to recoup compensation of whatever kind paid by the Company or any of its Subsidiaries at any time to Employee, and Employee agrees to comply with any Company request or demand for recoupment.
|
12.
|
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by Employee or other person under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that Employee or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit.
|
13.
|
No Right to Employment. The Plan and this Agreement will not confer upon Employee any right with respect to the continuance of employment or other service with the Company or any Subsidiary and will not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any employment or other service of Employee at any time. For purposes of this Agreement, the continuous employ of Employee with the Company or a Subsidiary shall not be deemed interrupted, and Employee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary and to have had a separation from service by reason of (a) the transfer of his or her employment among the Company or its Subsidiaries or (b) an approved leave of absence, except as may otherwise be required by Section 409A of the Code.
|
14.
|
Relation to Other Benefits. Any economic or other benefit to Employee under this Agreement or the Plan will not be taken into account in determining any benefits to which Employee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
|
15.
|
Integrated Agreement. This Agreement shall consist of its terms and those terms of the Plan which are relevant to this Agreement and both shall be read together.
|
16.
|
Weekends, Holidays. If the last or appointed day for the taking of any action required or the expiration of any right granted herein shall be a Sunday, or a Saturday or shall be a legal holiday or a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed, then such action may be taken or right may be exercised on the next succeeding day which is not a Sunday, a Saturday or a legal holiday and not a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed.
|
17.
|
Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of Employee under this Agreement without Employee’s consent.
|
18.
|
Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.
|
19.
|
Compliance with Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Code and the grant hereunder and the terms of this Agreement shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that the grant is subject to Section 409A of the Code, it shall be granted and issued in a manner that will comply with Section 409A of the Code, including any Guidance. Notwithstanding anything herein or in to the contrary, to the extent that any award subject to Section 409A is payable in connection with Employee’s separation from service and at the time of the separation from service the Participant is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) then such payment shall be made on the first business day of the first calendar month that begins after the six-month anniversary of the separation from service or, if earlier, on the date of Employee’s death. Any provision of this Agreement that would cause the grant or issuance to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance).
|
20.
|
Compliance with Law. Notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any Common Shares in payment of any vested Performance Units pursuant to this Agreement if the issuance thereof would result in a violation of any laws. The Company will make reasonable efforts to comply with all applicable federal and state securities laws.
|
21.
|
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
|
|
Attest:
|
|
By: _________________________________
|
|
______________________________
|
|
__________________________________
__________________________, Employee
|
|
1.
|
Defined Terms. Defined terms used in this Agreement shall have the same meaning as those terms defined and used in the Plan, unless otherwise indicated in this Agreement.
|
|
2.
|
Grant of Restricted Stock Units. The Company hereby grants ___________ Restricted Stock Units to the Non-Employee Director as of the date hereof subject to the restrictions set forth herein. Unless otherwise provided herein, the Restricted Stock Units shall vest on the Vesting Date (as defined below).
|
|
(a)
|
Vesting. Provided the Non-Employee Director remains in the continuous service of the Company through __________, 20___ (the "Vesting Date"), the Restricted Stock Units covered by this Agreement will become vested, non-forfeitable and payable on such date. Payment of the Restricted Stock Units shall be made in the form of Common Shares no later than two and one half months following the last day of the year in which the Vesting Date occurs, unless otherwise provided in a timely executed deferral agreement.
|
|
(c)
|
Change in Control. Notwithstanding the provisions of Section 3(a), upon a Change in Control prior to the Vesting Date, all Restricted Stock Units granted pursuant to this Agreement shall become immediately vested, non-forfeitable and Common Shares shall be issued to the Non-Employee Director on the Change of Control Date, unless otherwise provided in a timely executed deferral agreement. Notwithstanding the foregoing, for purposes of clarification and as provided in the Plan, in no event shall payment of Restricted Stock Units, to the extent they are subject to Section 409A of the Code, be accelerated as a result of a Change in Control unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor thereto.
|
4.
|
Assignability. Neither this grant nor the Restricted Stock Units that may be awarded hereunder shall be assignable, except as permitted in accordance with Section 11 of the Plan.
|
5.
|
Securities Laws Requirements. This grant has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and no transfer or assignment of this grant may be made in the absence of an effective registration statement under such laws or the availability of an exemption from the registration provisions thereof in respect of such transfer or assignment.
|
6.
|
Integrated Agreement. This Agreement shall consist of its terms and those terms of the Plan which are relevant to this Agreement and both shall be read together.
|
7.
|
Weekends, Holidays. If the last or appointed day for the taking of any action required or the expiration of any right granted herein shall be a Sunday, or a Saturday or shall be a legal holiday or a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed, then such action may be taken or right may be exercised on the next succeeding day which is not a Sunday, a Saturday or a legal holiday and not a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed.
|
8.
|
Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Non-Employee Director under this Agreement without the Non-Employee Director's consent.
|
9.
|
Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.
|
10.
|
Compliance with Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Code and the grant hereunder and the terms of this Agreement shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted, to the extent permitted by law, in accordance with such intent. It is not intended that this grant be subject to Section 409A of the Code. To the extent that the grant is subject to Section 409A of the Code, it shall be granted and issued in a manner that will comply with Section 409A of the Code, including any Guidance. Any provision of this Agreement that would cause the grant or issuance to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance).
|
11.
|
Compliance with Law. Notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any Common Shares in payment of any vested Restricted Stock Unit pursuant to this Agreement if the issuance thereof would result in a violation of any laws. The Company will make reasonable efforts to comply with all applicable federal and state securities laws.
|
12.
|
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
|
Attest:
_______________________________
Secretary
|
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:__________________________________________
President and Chief Executive Officer
|
__________________________________________
Name:
Non-Employee Director
|
|
Name
|
Jurisdiction
|
Also “doing business as”
|
||
DTG Operations, Inc.
|
Oklahoma
|
Dollar Rent A Car
|
||
Thrifty Rent-A-Car System, Inc.
|
Oklahoma
|
Thrifty Car Rental
|
||
Dollar Rent A Car, Inc.
|
Oklahoma
|
N/A
|
||
Thrifty, Inc.
|
Oklahoma
|
N/A
|
||
Rental Car Finance Corp.
|
Oklahoma
|
N/A
|
||
(1)
|
Registration Statement (Form S-8 No. 333-79603) pertaining to the Dollar Thrifty Automotive Group, Inc. Long-Term Incentive Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-89189) pertaining to the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-33144) pertaining to the Dollar Thrifty Automotive Group, Inc. Deferred Compensation Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-33146) pertaining to the Dollar Thrifty Automotive Group, Inc. Retirement Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-50800) pertaining to the Dollar Thrifty Automotive Group, Inc. Long-Term Incentive Plan,
|
(6)
|
Registration Statement (Form S-8 No. 333-128714) pertaining to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan,
|
(7)
|
Registration Statement (Form S-8 No. 333-152401) pertaining to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan,
|
(8)
|
Registration Statement (Form S-8 No. 333-161509) pertaining to the Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan,
|
(9)
|
Registration Statement (Form S-3 No. 333-161027) pertaining to the issuance of $500,000,000 of Common Stock, Preferred Stock and Debt Securities;
|
1.
|
I have reviewed this annual report on Form 10-K of Dollar Thrifty Automotive Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Scott L. Thompson
|
|
Scott L. Thompson
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Dollar Thrifty Automotive Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ H. Clifford Buster III
|
|
H. Clifford Buster III
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Scott L. Thompson
|
|
Scott L. Thompson
|
|
Chief Executive Officer
|
|
February 28, 2012
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ H. Clifford Buster III
|
|
H. Clifford Buster III
|
|
Chief Financial Officer
|
|
February 28, 2012
|
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