8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 9, 2006

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-13647
(Commission
File Number) 73-1356520
(I.R.S. Employer
Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 660-7700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
	(17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
	CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 9, 2006, Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), issued the news release attached hereto as Exhibit 99.26 reporting financial results of the Company for the quarter and year ended December 31, 2005.

All of the information furnished in Item 2.02 of this report and the accompanying exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM 8.01 OTHER EVENTS

A copy of the Company’s news release regarding the Board of Director’s authorization of a new $300 million share repurchase program is attached hereto as Exhibit 99.27 and is incorporated herein by reference.

2

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

99.26 News release reporting Fourth Quarter and Full Year Financial Results for 2005, issued by Dollar Thrifty Automotive Group, Inc. on February 9, 2006

99.27 News release regarding the Board of Director’s authorization of a new $300 million share repurchase program issued by Dollar Thrifty Automotive Group, Inc. on February 9, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
	(Registrant)

February 9, 2006	By:	/s/ STEVEN B. HILDEBRAND
		Steven B. Hildebrand
		Senior Executive Vice President, Chief Financial
		Officer, Principal Financial Officer and Principal
		Accounting Officer

4

INDEX TO EXHIBITS

Exhibit No. Description

99.26 News release reporting Fourth Quarter and Full Year Financial Results for 2005, issued by Dollar Thrifty Automotive Group, Inc. on February 9, 2006

99.27 News release regarding the Board of Director’s authorization of a new $300 million share repurchase program issued by Dollar Thrifty Automotive Group, Inc. on February 9, 2006

5

EX-99

Exhibit 99.26

Press Release

Contacts:

Media:	Terri Snow				Financial:	Steve Hildebrand
		Executive Director -					Chief Financial Officer
			Corporate Communications				(918) 669-2288
			(918) 669-2743
				tsnow@dtag.com

FOR IMMEDIATE RELEASE

DOLLAR THRIFTY AUTOMOTIVE GROUP REPORTS FOURTH
QUARTER AND FULL YEAR EARNINGS

2005 net income increases 14.9 percent; earnings per share up 13.9 percent

Tulsa, Oklahoma, February 9, 2006: Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today reported results for the fourth quarter and year ended December 31, 2005. Total revenue for the fourth quarter was a record $355.2 million, up 1.7 percent from the comparable 2004 quarter. Net income for the 2005 fourth quarter was $5.6 million, or $.21 per diluted share, compared to net income of $1.4 million, or $.05 per diluted share in the 2004 fourth quarter.

For the year ended December 31, 2005, the Company’s revenue was a record $1.5 billion, a 6.9 percent increase over the prior year. Net income was $58.4 million, or $2.21 per diluted share, compared to net income of $50.8 million, or $1.94 per diluted share in 2004, including the $.14 per share favorable cumulative effect of a change in accounting principle to adopt FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities.”

The fourth quarter revenue includes a 3.7 percent increase in vehicle rental revenue resulting from a 3.0 percent increase in rental days combined with a 0.7 percent increase in revenue per day. Vehicle leasing revenue declined due to fewer vehicles leased to franchisees resulting primarily from franchisee acquisitions, which was partially offset by higher lease rates.

DTG

page 2

Gary Paxton, President and Chief Executive Officer, said, “We were pleased with the results for the year and the fourth quarter. Our management team and employees demonstrated their ability to manage through an environment of competitive industry pricing, disruptions from hurricanes and the changing landscape of the Internet reservation channels and still grow revenues, net income and profit margins. We again demonstrated our expertise in efficiently managing our fleet resulting in strong vehicle utilization. In addition, we were able to capture used car market opportunities to lower vehicle costs. Our costs also improved as a result of a change in the vicarious liability laws which will benefit our industry going forward.”

Outlook

“We expect the vehicle rental industry to remain very competitive in 2006,” Paxton said. “Rising vehicle depreciation and associated interest costs in excess of general inflation will place added pressure on our industry to raise prices this year. We are planning for a 3 to 4 percent increase in revenue per day and a 5 to 6 percent increase in rental days in 2006 which combined would offset the expected increase in vehicle depreciation costs. Early 2006 pricing trends are positive and we are optimistic that we can achieve increases in revenue per day. We have also identified and implemented numerous cost saving initiatives which, along with lower costs resulting from changes in vicarious liability insurance laws, are expected to offset increased spending for information technology and marketing, higher vehicle interest expense and other inflationary cost increases. We will continue to pursue additional cost savings opportunities this year. Based on these factors, the Company estimates 2006 earnings per share in the range of $2.05 to $2.35.”

Web cast and conference call information

The Dollar Thrifty Automotive Group, Inc. fourth quarter/full year 2005 earnings conference call and live audio Web cast will be held on Thursday, February 9, 2006, at 10:00 a.m. (central time). Those interested in listening to the conference call live may access the call via Web cast at the corporate Web site, dtag.com, or by dialing 888-390-5183 (domestic) or 630-395-0022 (international). The ID and pass code for the call is “Dollar Thrifty.” An audio replay of the conference call will be available through February 23, 2006, by calling 800-666-0520 (domestic) or 203-369-3705 (international). The ID and pass code for the replay is “Dollar Thrifty.” The replay will also be available via the corporate Web site for one year.

Annual Meeting of Stockholders

The Dollar Thrifty Automotive Group Annual Meeting of Stockholders will be held on May 18, 2006 at 11:00 a.m. (central time) at the Company’s worldwide headquarters in Tulsa.

Dollar Thrifty Automotive Group, Inc. is a Fortune 1000 Company headquartered in Tulsa, Oklahoma. Driven by the mission “Value Every Time,” the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value-conscious travelers in approximately 70 countries. Dollar and Thrifty have over 800 corporate and franchised locations in the United States and Canada including operations at most major airports. The Company's more than 8,000 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. For additional information, visit dtag.com.

DTG

page 3

Some of the statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Dollar Thrifty Automotive Group, Inc. believes such forward-looking statements are based upon reasonable assumptions, such statements are not guarantees of future performance and certain factors could cause results to differ materially from current expectations. These factors include: price and product competition; access to reservation distribution channels; economic and competitive conditions in markets and countries where the companies' customers reside and where the companies and their franchisees operate; natural hazards or catastrophes; incidents of terrorism; airline travel patterns; changes in capital availability or cost; costs and other terms related to the acquisition and disposition of automobiles; systems or communications failures; costs of conducting business and changes in structure or operations; and certain regulatory and environmental matters and litigation risks. Should one or more of these risks or uncertainties, among others, materialize, actual results could vary from those estimated, anticipated or projected. Dollar Thrifty Automotive Group, Inc. undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Table 1

Dollar Thrifty Automotive Group, Inc.
Consolidated Statement of Operations
(In thousands, except share and per share data)
Unaudited

			Three Months Ended						As % of
			December 31,						Total Revenues
			2005			2004			2005			2004
Revenues:
	Vehicle rentals			$	327,413		$	315,649		92.2	%		90.4	%
	Vehicle leasing				13,998			17,291		3.9	%		5.0	%
	Fees and services				9,942			10,709		2.8	%		3.1	%
	Other				3,880			5,537		1.1	%		1.5	%
		Total revenues			355,233			349,186		100.0	%		100.0	%
Costs and Expenses:
	Direct vehicle and operating				200,939			192,971		56.6	%		55.3	%
	Vehicle depreciation and lease charges, net				65,030			71,667		18.3	%		20.5	%
	Selling, general and administrative				59,585			58,822		16.8	%		16.8	%
	Interest expense, net				18,218			22,341		5.1	%		6.4	%
		Total costs and expenses			343,772			345,801		96.8	%		99.0	%
Income before income taxes					11,461			3,385		3.2	%		1.0	%
Income tax expense					5,824			2,024		1.6	%		0.6	%
Net income				$	5,637		$	1,361		1.6	%		0.4	%
Earnings per share:
	Basic			$	0.22		$	0.05
	Diluted			$	0.21		$	0.05
Weighted average number
of shares outstanding:
	Basic				25,178,649			24,841,352
	Diluted				26,422,842			26,095,471

Table 1 (Continued)

Dollar Thrifty Automotive Group, Inc.
Consolidated Statement of Operations
(In thousands, except share and per share data)
Unaudited

			Year Ended						As % of
			December 31,						Total Revenues
			2005			2004			2005			2004
Revenues:
	Vehicle rentals			$	1,395,073		$	1,276,023		91.6	%		89.6	%
	Vehicle leasing				63,465			80,456		4.2	%		5.7	%
	Fees and services				49,450			54,176		3.2	%		3.8	%
	Other				14,467			13,325		1.0	%		0.9	%
		Total revenues			1,522,455			1,423,980		100.0	%		100.0	%
Costs and Expenses:
	Direct vehicle and operating				832,089			735,451		54.7	%		51.6	%
	Vehicle depreciation and lease charges, net				265,283			293,684		17.4	%		20.6	%
	Selling, general and administrative				236,055			223,109		15.5	%		15.7	%
	Interest expense, net				88,208			90,868		5.8	%		6.4	%
		Total costs and expenses			1,421,635			1,343,112		93.4	%		94.3	%
Income before income taxes					100,820			80,868		6.6	%		5.7	%
Income tax expense					42,467			33,808		2.8	%		2.4	%
Income before cumulative effect of a change in accounting principle					58,353			47,060		3.8	%		3.3	%
Cumulative effect of a change in accounting principle					-			3,730		0.0	%		0.3	%
Net income				$	58,353		$	50,790		3.8	%		3.6	%
Basic earnings per share:  (1)
	Income before cumulative effect of a change in accounting principle			$	2.32		$	1.89
	Cumulative effect of a change in accounting principle				-			0.15
	Net income			$	2.32		$	2.04
Diluted earnings per share:  (1)
	Income before cumulative effect of a change in accounting principle		$		2.21		$	1.79
	Cumulative effect of a change in accounting principle				-			0.14
	Net income			$	2.21		$	1.94
Weighted average number
of shares outstanding:
	Basic				25,120,617			24,947,791
	Diluted				26,405,470			26,222,785

(1) Since basic and diluted earnings per share are computed independently for each period and category, total per share amounts may not equal the sum of the respective categories.

Table 2

Dollar Thrifty Automotive Group, Inc.
Selected Operating and Financial Data

	Three Months Ended			Year Ended
	December 31, 2005			December 31, 2005
OPERATING DATA:
Vehicle Rental Data: (includes new stores)
Average number of vehicles operated		104,739			113,002
% change from prior year		3.8%			10.6%
Number of rental days		8,002,179			34,909,560
% change from prior year		3.0%			9.7%
Vehicle utilization		83.0%			84.6%
Percentage points change from prior year		(0.7) p.p.			(0.5) p.p.
Average revenue per day		$40.92			$39.96
% change from prior year		0.7%			(0.3%	)
Monthly average revenue per vehicle		$1,042			$1,029
% change from prior year		(0.1%	)		(1.2%	)
Same Store Vehicle Rental Data: (excludes new stores)
Average number of vehicles operated		101,057			105,079
% change from prior year		0.1%			2.9%
Number of rental days		7,729,473			32,392,998
% change from prior year		(0.5%	)		1.8%
Vehicle Leasing Data:
Average number of vehicles leased		10,313			12,269
% change from prior year		(30.3%	)		(30.0%	)
Monthly average revenue per vehicle		$452			$431
% change from prior year		15.9%			12.5%
FINANCIAL DATA: (in millions) (unaudited)
Non-vehicle depreciation and amortization		$  7			$ 27
Non-vehicle capital expenditures (excludes acquisitions)		9			32
Franchise acquisitions		1			5
Cash refund of income taxes		(1)			(1)

Selected Balance Sheet Data
(In millions)

	December 31,
	2005		2004
	(Unaudited)
Cash and cash equivalents	$	274	$	204
Restricted cash and investments		785		455
Revenue-earning vehicles, net		2,215		2,268
Total debt (all vehicle debt)		2,725		2,500
Stockholders' equity		685		603

EX-99

Exhibit 99.27

Press Release

Contacts:

Media:	Terri Snow				Financial:	Steve Hildebrand
		Executive Director -					Chief Financial Officer
			Corporate Communications				(918) 669-2288
			(918) 669-2743
				tsnow@dtag.com

FOR IMMEDIATE RELEASE

DOLLAR THRIFTY AUTOMOTIVE GROUP BOARD AUTHORIZES
$300 MILLION SHARE REPURCHASE PROGRAM

Tulsa, Oklahoma, February 9, 2006: Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today announced its Board of Directors has completed a review of strategic alternatives and has determined that a significant increase in its share repurchase program is an appropriate action toward increasing shareholder value. As such, the Board has approved a new $300 million share repurchase program to be completed by December 31, 2008. Share repurchases at this level are subject to obtaining the necessary amendments to the Company's revolving credit facility which currently limits share repurchases to $50 million annually. The Company plans to immediately begin repurchasing shares under this new authorization up to the current credit facility limits pending bank approval to increase the level of repurchases. This new program replaces the existing $100 million program of which $44.7 million has been used to purchase 1,551,600 shares.

“The Company has generated a strong cash position, has no non-vehicle debt and is positioned to generate strong cash flow going forward,” Gary L. Paxton, President and Chief Executive Officer, said. “With the majority of our franchise acquisition opportunities now behind us, we are confident in our ability to significantly increase share repurchases while still maintaining a strong balance sheet and sufficient liquidity to continue our growth. We believe repurchasing DTG shares represents an attractive investment at current price levels and demonstrates our commitment to return excess cash to shareholders.”

DTG

page 2

Shares will be repurchased at times and amounts determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchases will be made from time to time in the open market and through privately negotiated transactions. Repurchases may also be made under SEC Rule 10b5-1 plans, which permit shares to be repurchased when the Company would not normally be in the market due to its own internal blackout periods. The repurchase program may be suspended or discontinued at any time.

Dollar Thrifty Automotive Group, Inc. is a Fortune 1000 Company headquartered in Tulsa, Oklahoma. Driven by the mission “Value Every Time,” the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value-conscious travelers in approximately 70 countries. Dollar and Thrifty have over 800 corporate and franchised locations in the United States and Canada including operations at most major airports. The Company's more than 8,000 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. For additional information, visit dtag.com.

Some of the statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Dollar Thrifty Automotive Group, Inc. believes such forward-looking statements are based upon reasonable assumptions, such statements are not guarantees of future performance and certain factors could cause results to differ materially from current expectations. These factors include: price and product competition; access to reservation distribution channels; economic and competitive conditions in markets and countries where the companies' customers reside and where the companies and their franchisees operate; natural hazards or catastrophes; incidents of terrorism; airline travel patterns; changes in capital availability or cost; costs and other terms related to the acquisition and disposition of automobiles; systems or communications failures; costs of conducting business and changes in structure or operations; and certain regulatory and environmental matters and litigation risks. Should one or more of these risks or uncertainties, among others, materialize, actual results could vary from those estimated, anticipated or projected. Dollar Thrifty Automotive Group, Inc. undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.