Ladies and gentlemen, thank you for standing by and welcome to Hertz Global Holdings first quarter 2010 earnings call. The company has asked me to remind you that certain statements made on this call contain forward-looking statements. Within the meaning of the Private Securities Litigation Reform Act of 1995, forward-looking statements are not guarantees of their performance and by their nature are subject to inherent uncertainties. Actual results may differ materially. Any forward-looking information relayed on this call speaks only as of this date and the company undertakes no obligation to update that information to reflect changed circumstances. Additional information concerning these statements is contained in the company's press release regarding its first quarter results issued this morning and in the risk factors and forward-looking statement section of the company's 2009 Form 10-K. This filing is available from the SEC, the Hertz website, or the company's Investor Relations Department. I would like to remind you that today's call is being recorded by the company and is also being made available for replay starting Wednesday at 9:00 am Eastern, and running through May 10, 2010. I would now like to turn the call over to our host Leslie Hunziker. Please go ahead. eslie Hunziker: Good morning and welcome to Hertz Global Holdings 2010 first quarter conference call. You should all have our press release and associated financial information. We also provided slides to accompany our conference call, which can be accessed on our website at www.hertz.com\investorrelations. In a minute I'll turn the call over to Mark Frissora, Hertz’s Chairman and CEO. Also speaking today is Elyse Douglas, our Chief Financial Officer. In addition we have Scott Sider, Executive Vice President and President of Vehicle Rental and Leasing, The Americas; Michel Taride, Executive Vice President and President, Hertz International and Gerry Plescia, Executive Vice President and President of Hertz Equipment Rental. They'll be on hand for the Q&A session. Today we'll use certain non-GAAP financial measures, all of which are reconciled with GAAP numbers in our press release and at the back of the slide presentation, both of which are posted on our website. We believe that our profitability and performance is better demonstrated using these non-GAAP metrics. Our call today focuses on Hertz Global Holdings, Inc., the publically traded company. Results for the Hertz Corporation differ only slightly, as explained in our press release. Now I'll turn the call over to Mark Frissora.

Thanks Leslie and good morning everyone. Thanks for joining us. I’m sure all of you have seen our announcement this morning on our acquisition of Dollar Thrifty. I'll talk more about it later in the call. But let me say briefly that this is a very important and strategic transaction for us and that it fills a gap in our product portfolio with a strong mid-tier value offering. Having Dollar Thrifty under the Hertz family of brands, product and services will allow us to expand our global presence, boost our market position and realize the financial benefits from substantial synergies between the two companies. Now let's take a quick look at the latest quarter on Slide 6 and then we'll get into the details of the acquisitions later on in the presentation today. 2010 is off to a very promising start. In the US, rental car volumes are exceeding our expectations with strong advanced bookings through the peak summer season. Similarly, Europe's reservations for the summer months are robust as well. And while Europe rental got off to a slow start, today the rebound we're seeing is well ahead of where we thought it would be at this point in the year. So the momentum in rental car across the globe is very encouraging. We're cautiously optimistic about the return of demand for rental equipment. In the first quarter we benefited from the industrial market's early recovery in select regions of the world. In terms of worldwide volume, from trough to peak between this January and April, units on rent are up 14.5% and utilization has increased over the same period by 790 basis points. This brought a bit of good news to the challenging market conditions for equipment rental overall. Seasonal weakness and a tough year-over-year comp were hurdles…

Let me begin on Slide 18. We are very pleased with the first quarter financial performance. The recovery that began in US rental car late last year continues to build momentum and the turnaround is evident in the results. On a consolidated basis, we generated $1.7 billion of revenue, a 6% or $96 million increase over the same period last year. As Mark mentioned, worldwide rental car growth more than offset the continued revenue decline in worldwide Hertz. I'll talk more about revenue growth drivers when I discuss results by business units in just a minute. On a GAAP pre tax and an adjusted pre-tax basis, we were able to reduce last year's losses by 24.9% and 40.7% respectively. The improvement was driven by reductions and depreciation expense and SG&A which was down as a percent of revenue on a GAAP basis by 370 and 50 basis points, respectively. Direct operating expenses remain flat as the percent of sales year-over-year in spite of equivalent rental revenues decline. Adjusted EPS improved 52% in the quarter, reflecting a $0.12 per share loss in the latest periods, compared with a $0.25 per share loss in the first quarter of 2009. The improvement was driven by higher revenue, efficiency savings, lower depreciation costs, and reduced restructuring expenses. Diluted earnings per share on a GAAP basis improved by 27% from loss of $0.51 to a loss of $0.37 per share last year. The strength in US rental car operations together with the stabilization of European rental car helped to offset the challenging quarter experienced by our worldwide equipment as it came up against its toughest year-over-year comp since the recession began. Now let me give you some more detail on the performance trends by business unit. On Slide 19, our worldwide car rental revenue for…

Thanks Elyse. Let's move to Slide 29 if we can. The strength of the US rental car business continues to dominate our consolidated financial improvement. In the first quarter, corporate rental car transactions were the biggest contributor to the progress we delivered year-over-year. Companies are now saying that their cuts in travel spending are behind them, which supports the continuation of this favorable trend. The outlook for leisure travel in the peak season gets better each week, with reservations for the third quarter currently up double-digit percentages globally. As we look ahead, right now volume represents the biggest upside in the 2010 guidance we issued in February. While conditions are still very uncertain as they relate to rental car and equipment rental pricing, and Europe is just recovering from the turbulence in the airline industry sparked by Iceland's recent volcanic eruption, volumes continue to gain momentum. In rental car, even with the recent price increases in the US and Europe, the reservation build continues to be strong. Additionally, the return of the commercial customers supports upside volume opportunities worldwide. In fact, in the US in March commercial airport volumes were up 17% from a year earlier. And March 2010 also marks the first time since July of '08 that both large corporate accounts and small business accounts reported year-over-year monthly revenue growth. In the equipment rental business the demand uptick in the industrial markets helped in part by initial stimulus spending encourages us that the trajectory out of the trough could be a bit better than we expected. Industry pricing across both businesses, however, is still a wild card. But I can tell you with certainty that we will be efficiently fleeted, and as always will capitalize on opportunities to improve pricing. In addition to the volume acceleration, strong fleet…

(Operator Instructions) Your first question comes from Brian Johnson - Barclays Capital.

Can you give us some sense of how you’re seeing pricing playing out as we go into the summer season, in particular what’s going on in the leisure market, where do the price increases get you? When you say up is it over sequentially or is it year-over-year? What’s the tenor of discussions with corporations, especially as they get their employees back on the road again?

If we just look at leisure pricing for rental car, in the US again I mentioned in the script that we were able to pull an increase most recently for the summer season going forward in June. We’re attempting to pull another increase now and I’m hopeful that with the strong demand that we’re seeing that other rental car companies we’ll see that as well and the fleets will stay tight enough that the industry can support a modest increase for the summer season. In Europe we’re seeing much stronger dynamics on pricing where pricing in the summer season actually looks significantly stronger than what I just outlined in the US. Again, due to very strong demand and tighter fleets in the Europe continent. On the equipment rental side, again, on pricing, you just never know with equipment rental. We expect that as volume continues to improve and as the year-over-year comp becomes easier that pricing will get down to neutral. As it relates to business travel and our corporate customers we continue to see pressure but nothing like we saw last year. We were seeing 500 to 600 basis points reduction in pricing last year as we went through the recession. Things are still tough. We’re certainly not at 500 or 600 basis points but 100 to 200 basis points kind of pressure we’re seeing with larger customers. That’s being offset though with smaller customers. We’re able to see a little bit better increases there. So net net, we’re pretty neutral on the pricing environment in business. We think that the number kind of worst case scenario would be 100 to 200 basis points down. Best case scenario, flat to up 1. So gain very difficult because we’re renewing contracts every single month and every single contract is a different competitive set, different --.

On the on airport leisure, the price increases you’re looking at for June, where would that get the year-over-year number to on the leisure side, what might go in --

I’m not going to forecast that. I mean if you just look at a straight number. The reason I’m not going to forecast because I don’t know what the competitive response is going to be. We could change that five times in the next three days. Pricing is extremely competitive hour by hour, day by day. So for me to make a forecast is grounded in unreality, I’ll put it that way to you. But I will tell you this – if it’s stuck and we got everything we’ve put forward to far, we’d get a 200 basis points improvement in the third quarter.

Your next question comes from Himanshu Patel – JPMorgan.

First on the earnings for the US rental car commercial pricing, what quarter would you expect that to flip to positive?

I don’t have an expectation like that. I wish I could tell you one but the best… I think the comps become extremely easy by the fourth quarter of this year so if I were to make a prediction that you can’t count on because I don’t know what competitors are going to do, I would make a prediction of fourth quarter. That’s about the best way I can answer it unfortunately.

Then I think URI noted that they had started seeing an uptick in used equipment prices. I’m wondering what are you guys seeing out there on used prices for equipment?

I think similar things. We would echo their remarks and in fact, if you look at cash proceeds on sales for us this quarter, they were $52 million. I think in documents from the other competitors we saw that URI was $35 million and RSC was $27 million so we were at $52 million. We felt pretty good obviously and we’re seeing that improve. So in terms of cash proceeds on sales, you’ll see us continue to sell to right fleet as that market continues to be relatively better than it’s been in the last year or so.

Historically is that how upturns in that market start?

Absolutely.

On the Dollar Thrifty announcement, have you guys had preliminary discussions with the FTC and where are they on sort of antitrust issues here?

We haven’t had any official discussions with the FTC at this point. We feel pretty good about our position there. We’ve certainly been advised by a great team of lawyers and so has Dollar Thrifty and based on that review that we’ve had, we feel highly confident the transaction will pass muster. So I think it’s fair to say that we wouldn’t embark on this transaction unless we had a high degree of confidence that this transaction would be approved.

A couple of small technical questions. The Dollar Thrifty cash dividend, would that be a tax free distribution?

No it’s not.

Then the $180 million of synergies, two questions on that. How long would that take to be realized and then can you help us just size that relative to sort of the synergies you were able to realize at Advantage? I know orders of magnitude are totally different here, but how are you looking at it in terms of volumes of the two businesses? Is this a synergy number that we should view as being very reasonable or conservative, aggressive, relative to sort of what you had seen before at Advantage? How should we think of that number?

Advantage only had four airports so there really weren’t any synergies there. We built Advantage from scratch. We used to have about 50 or 60 airports but those kind of wound down over a 2 year period before bankruptcy so that’s a very difficult comp. I will tell you that we’ve done a lot of work integrating franchisees in other smaller rental car companies. We feel highly confident that the $180 million will be realized. In fact, that’s a conservative estimate. I bring it up because we have the numbers. We know what it is, it’s not like it hasn’t been identified. We have the concrete hard evidence, the $180 million is the minimum we’ll deliver and that will be over about an 18 month period after closing. When the final deal closes, we would expect to get that in at least 18 months. It provides about $0.30 a share, about a 25% accretion rate, and again, very positive about that. So I don’t feel like there’s really any issues around it at all. In fact, our number is much higher than that as we initially did our due diligence but we feel confident in giving you a number of $180 million.

Your next question comes from Emily Shanks – Barclays Capital. Emily Shanks – Barclays Capital: Can you give us what Dollar Thrifty’s cash balance was as of March 31?

No, we can’t. They’re going to give you that on their earnings call. Emily Shanks – Barclays Capital: Around the bond deal for the international financing, can we assume it’s going to be a secured bond deal out of a vehicle related bucket subsidiary?

That is what we’re working toward right now. Emily Shanks – Barclays Capital: Just a question around off airport generally. We’ve heard some of your competitors it seems like are shuttering their storefronts and was just curious if you view that as an opportunity to take more market share or how you’re viewing that as a growth channel right now?

This is on the equipment rental, right? Emily Shanks – Barclays Capital: No, I’m sorry, on the US car rental off airport market.

Yes, I’m sorry. On off airport, we feel like we’re gaining share right now. We look at it as an opportunity for sure. Scott, you want to talk to that?

We see that as an opportunity. We’ve had really strong growth off airport, middle double digit growth, and we see that continuing with people closing locations, that’s just more opportunity for us. We opened with over 100 locations the first quarter. We’re going to continue with the growth forecast through the end of the year. Emily Shanks – Barclays Capital: Can we assume that along with the growth, it remains a profitable business?

The margins are improving significantly and it is a profitable business.

The margins actually this year will double from last year and we made money, solid pre-tax margins, last year kind of mid-single digit margins last year, and we expect the margins at a minimum to double. So we feel really good about the profitability of that business model and how it’s contributed to our earnings.

Your next question comes from Richard Kwas - Wells Fargo Securities.

I guess on the depreciation, I know you gave guidance for year-over-year declines of 5% roughly. Should we expect that sequentially to continue to come down as the year progresses?

Year-over-year it will go down. I don’t know if I’d say sequentially, no. I don’t think we can say that, but we can say year-over-year it will continue to probably improve a little bit.

Within the $180 million regarding the synergies with Dollar Thrifty, can you break those out? I know you gave some detail in terms of what buckets they can fall in, but what’s most significant? You talked about potential revenue synergy. How are you thinking about that right now?

We didn’t put any of those in as you know and I guess where we see the opportunity primarily on the revenue synergy side would be in Europe. Obviously in Europe there’s big opportunity for leisure because we don’t participate in a huge way there and yet there are markets and locations that Dollar Thrifty has and using that brand name we could open up very low cost places if you will with the Thrifty brand and leverage that pretty quickly in Europe. I don’t want to give you a number at this point just because we’re sizing the opportunity and we’ll be expanding as soon as the deal is closed. We’ll be able to expand that footprint, but it’s significant. In terms of the synergies that we have identified, it’s fair to say that fleet ends up being a big area, probably in the neighborhood of $70 million kind of numbers, fairly easy to get to those, that level. These are on the conservative side. Information technology probably at least $20 million there. The non-fleet procurement supply chain, we have a fairly large supply chain network and by using the same pricing that we have now with the additional buy that we have with Dollar Thrifty, could yield as much as $25 million, $30 million. So those are the biggest buckets. I’ve got a lot of other one-offs that I won’t go into but those are the biggest drivers right now.

Final question on equipment rental. In terms of the original guidance you talked about getting to flat revenue performance year-over-year in the middle of the year and then potentially up because of easier comps. You clearly feel more positive on the industrial front. What about non-resi construction? Any improvement, things getting any better there, because that’s such a big piece of your mix still.

It is and we still feel good about that. Gerry, would you offer up some comments?

That portion of our business is now down to 38% of the total business so it is a little bit less but we’re seeing sequential improvement in commercial projects. Still negative year-over-year but warehousing, hotels, and the like are starting to move sequentially month over month. Negatives will get less. That combined with our industrial strength and some more stimulus related water and sewer projects, transportation terminals, when you mix it all together, the non-res will sequentially get better mixed with the industrial. We still feel good about the back half positive revenue return.

Your next question comes from Christopher Agnew - MKM Partners LLC.

First question, a little bit of bigger picture question. Can you give us a sense of where you think you are in terms of fleet management and continuing to improve depreciation per unit costs? I think you’ve talked a little bit about vehicle remarketing initiatives, increasing your risk mix, and how does Dollar Thrifty help you to that end?

On fleet, we’ll talk about it in two different ways. I’ll frame it with and without Dollar Thrifty. Without Dollar Thrifty, we continue to shift our mix in selling cars on a remarketing basis to non-traditional channels like auctions, so our goal is to get to 50% of our sales that would be non-auction. So it would either be dealer direct or through rent to buy. As that improves, we obviously drive our depreciation down per car because we’re getting $300 more per car on average and that [nets out in that] depreciation number. So we believe the guidance we’ve given so far is conservative and there’s upside. As we get better and better remarketing, there’s upside in terms of our net depreciation per vehicle. In addition to that, the better utilization numbers that you’re going to see versus the first quarter provide upside for us as well. Then in terms of looking at Dollar Thrifty in combination, as you know, we peak in mid week in terms of demand. Most of our larger cities will experience 92%, 93% plus utilization on Tuesday, Wednesday, and Thursday, then as the weekend approaches, we kind of ramp down to probably 70% roughly. So we have some inefficiencies obviously on those airports. Dollar Thrifty’s demand patterns really match ours so that they supplement and provide a synergy for us. When we combine the fleets of both companies, we treat them all the same and we’ll be able to pool that fleet on the weekend and that same fleet will end up using rentals on the weekend and provide a much higher utilization. We think our utilization may be as much as 300 basis points just by combining the two fleets.

A follow up question to earlier. You said you’ve had no official discussions with the FTC. Have you opened a line of communication at all and if there are… How are you going to address areas of potential market concentration? How does it work in terms of seeking to reduce that or counter presence or things like that?

We have not initiated any formal conversations with the FTC and we’ll do our formal filing in approximately mid May. The merger agreement that we entered into requires that we undertake [inaudible] if the agency were to determine that there was an unacceptable concentration. Mark mentioned earlier, and I want to reiterate, that we have looked at this very, very carefully with capable counsel on both sides, and remain very, very confident that this deal will be approved.

The merger agreement itself calls out for a carve out and that carve out we think provides adequate protection for deal certainty on this. It’s a large number as a carve out in the merger agreement and again, that number provides a very, very great deal of certainty. I feel confident that this is a deal that will get done and that the FTC will approve it. Our market share position at a high level is very low compared to our competitors. I might mention to you that in the slide that we showed you guys on Dollar Thrifty acquisition, of the total rental market in the US, we have about 20% share, Enterprise has about 53% share, and Avis/Budget I believe is number two at approximately 20%? So post acquisition, we’ll be at 23% compared to Enterprise’s 54%, compared to Avis/Budget’s 20%. So we end up picking up a couple share points against Avis and Enterprise still comes up being over twice our share of the total rental market, so we feel confident given the view of the market that we’ll be in good shape from an anti-trust standpoint.

Your next question comes from John Healy – Northcoast Research. John Healy – Northcoast Research: I wanted to talk a little bit about kind of your longer term view on the capital structure of the company. Obviously this deal would help you bring down the leverage ratio of the company. Can you talk a little bit about kind of your goals there and how Dollar Thrifty may fold into Hertz and get you closer to those goals? The second part of that question is obviously the deal increases the percentage of business and profits in the rental car side away from the equipment rental side even further. Your thoughts in terms of the long term vision of Hertz and the portfolio that the business is, how you see that maybe over the next cycle?

Obviously, and I think we showed this to you on Slide 8 of the Dollar Thrifty that we provided. This deal at closing on a pro forma basis does improve our overall leverage. Obviously we’re going to be looking at our liquidity so we may actually issue some but this will clearly be credit positive to credit neutral at a minimum. We’ve recently gone to the rating agencies and looked out over the next three years and we think we have a clear path to investment grade and that’s clearly one of our objectives. So we’ve got a number of initiatives in addition to the acquisition as well as just growth initiatives in our business and profit improvement. It’s going to drive a lower leverage over the next two years. So our goal is still to remain investment grade and we think we have a clear road map to get there. With respect to our view of the portfolio, we constantly look at the portfolio and opportunities for us to potentially create shareholder value and will continue to do that. Right now we’re happy with where the portfolio sits between rental car and equipment rental but obviously if the right opportunity comes up to create shareholder value, we’ll certainly take a hard look at it. John Healy – Northcoast Research: The strong performance out of rent a car this quarter in terms of both rates and volume, can you give some perspective if you feel like you gained market share versus your [inaudible] in the first quarter and maybe how you feel Hertz’s results compared maybe to the market results?

I think we definitely gained share. You can see it in the January data and the February data as well from the airport authorities. So we know we’ve gained share against our competitors. I guess in terms of how we stack up on growth versus our competitors, I think it will be very favorable and I think it will be driven by the fact that again we have strong business rebound and that business rebound helped us. But in addition to having, we think the highest share of a Fortune 500 companies, we also have a couple other drivers. One is that off airport growth that’s very strong for us, unlike our competitors, and that’s a big growth driver. The second thing that’s very big for us is because we have a global network and we have big corporate owned stores and locations in Europe, our inbound business which is in all sectors, it’s inbound on both leisure and business, that business is a big chunk of our US rental car revenues. It’s about $700 million, $800 million a year and inbound is up significantly. So people are traveling more on inbound as well form Europe into the US and from US into Europe and that piece is generating fairly large growth. Finally, Advantage as you know is up $29.6 million year-over-year so that new leisure brand is driving a lot of growth for us as well. These are all things that are new for Hertz, that our competitors arguably don’t have some of those growth drivers that are helping us differentiate ourselves. John Healy – Northcoast Research: Last question, kind of a bigger picture one as well. Obviously there’s always been discussion that this industry would consolidate even further to three players over time. I was just hoping to get some color from you on why now and kind of what propelled the deal to come to a head at this point??

I think we reported that we started this round of discussions probably in November of last year. It’s fair to say that those discussions evolve as the stock price and earnings evolve. We felt that it was a good opportunity for both companies to get together at this time when there’s been a lot of value creation on Dollar Thrifty’s side and when we look at continued future value creation, it would be enhanced by partnering with Hertz because we provide obviously an awful lot of systems support and investment that’s already been made in our company that they would have to make and then of course the synergies the two companies combined because they are such a good fit in each airport where our weakness is on leisure which is their strength. That combination really helps us be a better player in all segments of the leisure market, whether it’s midrange, the Spartan traveler, or what we call the high end leisure market where Hertz classic brand plays best. So it just really fits all of those and it makes us feel good that now’s the right time as the industry is returning. There’s so much upside. As you know, on the slide I presented on the peak to trough, on all of our segments, there’s just tremendous upside right now and what better time to do a merger when the industry conditions are becoming favorable and have been favorable for a little bit of time? So we thought it was the right time given the market place conditions and given the fact that Dollar Thrifty’s journey, both companies could really benefit from having each other’s help in achieving a lower cost position in the overall industry by partnering together.

Your next question comes from Sachin Shah - Capstone Global Markets.

Just to clarify some of the regulatory issues, what regulatory approvals are needed to complete the deal?

The FTC will review the deal for antitrust purposes. We will also undergo a similar review by Canadian authorities. We’ll initiate that process as I mentioned earlier in mid-May. We cannot predict with any certainty how long it will take but we would expect that this process would be concluded no later than the early part of Q4 and we would move to closing at that point in time.

So you expect the closing of the deal sometime in the fourth quarter of this calendar year?

It could be sooner than that. It could be a little later. We think most likely somewhere in the fourth quarter. I think that’s the best way to say it. Dealing with the FTC, it’s a variable process depending on what the issues are etc., but sometimes these processes go very quickly if they don’t offer a review and we would hope that would happen, but if it doesn’t happen, and it’s more longer what they call review process, typically it’s fair to say that could be 5 to months or 4 to 6 months, in that range.

4 to 6 months to completion from now?

Correct.

Just one question about the synergies. You mentioned frequently on the call $180 million in synergies. You also mentioned that it could be slightly higher and then you also mentioned that there are significant revenue synergies so I’m just trying to understand as a numeric amount what number should be referencing because it seems like $180 million is about 7.5% of approximately the deal value. It seems that it could actually be in the 200s if not more.

I think the deal value and the synergies related to the deal value actually are fairly high. I studied all the deals over the last couple years. Having synergies of $180 million on a deal value of $1.2 million as a percent of revenue is pretty high if you estimate it as a percent of revenue.

I’m actually looking at Enterprise so I’m just trying to … it’s already high, I’m in agreement with you, but it seems that you’re understating the synergy amount. I’m just trying to understand quantitatively how much that is.

We’re very consistent in the way we try to talk to investors and we always want to give investors a number that they can count on. Certainly when it comes to cost takeout and understanding that, we have a poor competency at that, it hurts now, it’s been developed over the last four years. We feel really good about our ability to be efficient and together with the Dollar Thrifty teams we’ve worked on the synergies and feel very confident in that number. If I go over that number then confidence starts to dwindle. I want to always be able to hit the number and overdeliver on it so that’s why I said it’s conservative. In terms of revenue synergies, again, those are unknown. I wouldn’t want to give you those until we finally get a much better forecasting process in place after working with Dollar Thrifty and their franchisees around the world to see where the opportunity is there.

Just one last question. The special dividend, is it expected to be paid before the deal is closed? Any timing on the special dividend payout?

It will be pretty much simultaneous with the close, right before.

Your next question comes from JJ Berney - Citadel Global Equities.

Given how attractive this deal is for Hertz and the auto rental industry in general, can you please tell us how much consideration was given to a transaction involving a larger component of stock so that Dollar Thrifty shareholders may participate more fully in value created by this consolidation?

It was determined basically off of our financing requirements. Just like we have shareholders and we have banks. We looked at the mix as being optimal for our credit profile and at the same time providing value and upside to future shareholders as well, so we thought it was an appropriate mix in terms of discussions. That’s my best answer. We can’t talk about confidential discussions that we had, whether it be [inaudible] or otherwise, but we feel that this was the best financing that we could come up with and yet preserve some value for shareholders at Dollar Thrifty on the upside.

The reason for not providing more equity capital, I can’t imagine the banks would have been averse to that kind of structure where we’ve done with a larger component of equity involved. Particularly given how well the deal was being received today. This looks like you’re paying something along the lines of three times pro forma EBITDA for Dollar Thrifty which seems like a complete steal.

First of all, that’s not true. I don’t even have a three number on any banker’s statements on either side.

Let’s do it this way. If you take the midpoint of the guidance that Dollar Thrifty has provided, and we’ll get a sense of what their numbers are over the next few weeks, and you take a look at the $180 million which is a number that you’ve put out in terms of operating synergies, and you look at the enterprise value of Dollar Thrifty which I believe even on this transaction is about $1 billion in enterprise value. If you run the math and just do one number divided by the other, I think you come up with something that’s in the low threes. Those are using your numbers.

Do you want to go off the call with me? I totally disagree with you and I’ll take it off the call.

I’m more than happy to express my views [inaudible] as well.

You can express your views all you want. I’m just saying if you want to discuss the details of the valuation of it, I’d be happy to go offline. I don’t think --

Great, I appreciate that. I’m just using the numbers that you’ve given us and that Dollar Thrifty has given us and so unless there’s a change in what Dollar Thrifty has said, I presume the numbers and the math that I’ve done is absolutely 100% correct.

And my numbers are absolutely 100% correct as well and I’m not going to go over them with you on the call right now.

Great.

So we can agree to disagree on it and I’ll use methodology that’s used by any banker or anyone in business as well. I’m not disputing that your numbers are accurate, I’m just saying that the math and how you do the math, there’s a lot of devil in the details. So we need to understand what normalized EBITDA is for Dollar Thrifty, we need to understand what normalized EBITDA is for us, and we need to make sure that we’re all calculating the numbers the same way. So in terms of the value to both shareholders, it’s excellent, and the synergies are unique to these two companies, so I feel like we’ve generated a transaction that will be a win-win for both companies given what the industry is doing now and what the future holds for it. It sounds like you’re upset about something but I’d love to go offline with you and talk about it.

We own both so we’re actually happy today, we’d just rather be happier.

We’ll see what we can do to make you happy, okay?

Your next question comes from Michael Millman - Millman Research.

Starting off on the deal and then going to some other things, could you talk about whether there was a shareholder approval requirement, sort of following up on the last question?

Yes it does require the shareholder approval.

It seems to me one of the biggest synergies is the ability to price the classic Hertz brand better. You didn’t discuss that at all. Could you give us some idea of what kind of synergies you might envision there over the next couple --

We didn’t put any pricing into the synergies. To me that’s not a synergy, that’s a marketplace condition and I don’t talk about pricing on calls because of antitrust issues. In general, we think obviously industry consolidation is always good. Having said that, we think it makes it a more competitive universe with all the competitors out there given that we now have… We compare more favorably to other competitors. Every competitor out there has a value brand. We for the first time bought a small one out of bankruptcy and it’s really at the low end of the leisure segment which is a small piece of it. This allows us to compete in the full leisure segment now. For the first time it allows us to be competitive in the marketplace. We’ve been uncompetitive frankly having only one brand which was the Hertz brand. So we feel this allows us to be more competitive with our competitors in the marketplace. It give us that freedom that way. In terms of shareholder approval, yes, the deal is contingent upon their shareholders to approve. We feel really good about that. There’s a lot of crossover between shareholders, about a 66%, 67% overlap in terms of their top shareholders and our top shareholders. So that’s a big overlap and that’s also reasons why we feel pretty confident that this will be approved.

Again it would seem that what you talked about was probably the largest potential, maybe synergy is not a good word for it, I’m not sure if you’re agreeing with that or not.

I think what we said was that these are just [inaudible] is all we’re looking at in this particular --

Regarding current business, could you talk about the US fleet year-over-year as compared as of April whatever date today is?

Fleet levels you mean? I think our fleet roughly is up a little over 10% right now. Obviously we’re seeing demand levels higher than that. So we’re actually pretty tight fleeted. If you were to talk to our regional vice presidents in the US, they are all screaming for more fleet right now and we’re not giving it to them right now. We’re being tightly fleeted. We want to drive a tight fleet situation and make sure that there’s an opportunity at least to improve pricing.

Regarding your cost, could you talk about why I guess you’d call reconciliation items is actually up year-over-year?

What is? The ancillary revenues?

No, the reconciliation items. I think what you called corporate expense.

I don’t have that data here in front of me. Are you looking at one of the attachments that we gave on –

No, I’m looking at your income statement.

We’ll take that question offline. We’ll be happy to take your call after this one. I don’t have a ready answer for you but I’d be happy to get into it. Our overall costs are definitely down so we feel pretty good about our ability to manage costs right now.

Regarding US fleet, it looks like in the first quarter the OEMs sold about twice as much into the fleets as the fleets sold. Is t his something you’re seeing continuing? Is this a concern? Was this Toyota?

You said it sounds like the OEMs are doing what again? I’m not sure –

It looked like in the first quarter the OEMs sold about twice as many cars to the rental fleet as the daily rental fleets sold into the residual markets.

Anything you want to comment on John? I have our fleet Executive Vice President here.

I think what you’re seeing in the market is just your normal seasonal fleeting up for the summer season. You see more fleet relatively speaking increase as you go into the summer season. Then as you start to come out of the selling season, you’ll see more aggressive de-fleeting. Just a normal seasonal pattern.

Your next question comes from Bob McAdoo - Avondale Partners.

Just a quick clarification. When you talk about the synergies of the deal, and you talk about consolidating the fleet and what goes on there, the portion of it that you’re talking about there, is that, in terms of your processes in buying and selling and remarketing and whatever, or are you including in that the value of being able to cross-utilize the fleet and maybe actually have less cars on the fleet because of their cars on the weekend?

All of the above. Each one of those is a distinct, what you mentioned, are all cost reduction opportunities we’ve identified, every one of those.

That’s part of that number you gave us?

That’s correct.

Your next question comes from Jordan Hymowitz – Philadelphia Financial. Jordan Hymowitz – Philadelphia Financial: Thanks for all the disclosure on the pricing by the various divisions. It makes it much more helpful to analyze. I really appreciate that. Question on the airport market share on airport, combined, you guys are what, about 42%, 43% at this point?

No. We’re about 26% share of the airport market share. Jordan Hymowitz – Philadelphia Financial: 26%? And Dollar Thrifty is what, 12%?

Dollar Thrifty is 11%. Jordan Hymowitz – Philadelphia Financial: That’s 38% combined, but is there some limit in any region, can you be like 50% in one city or what’s the upper end you think you could be in any one city before you have to start to divest? If the 38% is blended, what’s the high end do you think?

The various vagaries of HSR and how the FTC will determine what it is that needs to be carved out, if anything, will probably most likely be determined by shares over 40% or 50%, and in addition to that, it would be the total market. Doesn’t necessarily need to be on airport. What they would look at on airport is not only share but they would look at pricing and they would determine how many competitors would be on airport. If there’s five competitors on airport, right now most of the major airports that are there today have anywhere from 8 t 9 competitors. In addition to the 8 or 9 competitors in most of those major airports, the pricing is very low. For example, take Orlando, take LAX, take Chicago. Very low pricing already in place at those major airports. So the likelihood is if there is going to be any kind of a care out of airports, it would be a very small airport and it would be with pricing that’s very high. So that’s just typical. It’s a multi tier approach that they use in evaluating that. That multi tier approach would be used here obviously. We feel confident that we’ve done all of the analysis ourselves. We’ve hired lawyers that actually were former FTC people, and feel good that we’ll get this deal done. That’s not an issue, it’s just an issue that there may be a few airports that may be carved out, may be not, depending on how they look at the share. Jordan Hymowitz – Philadelphia Financial: What were your gains on off leased vehicles in the quarter?

What were gains? Jordan Hymowitz – Philadelphia Financial: Yes.

I don’t know if I have that number.

It was $2.5 million, it was actually a slight loss, and as you know, we adjusted depreciation to really get as close to zero as we possibly can in the quarter, and that’s really across the entire rental car fleet. Jordan Hymowitz – Philadelphia Financial: In the month of April you disclosed that your fleet remained pretty tight. One of the analysts put out a note that said that pricing was weak in April. Can you say what pricing was in the month of April specifically in the US?

We haven’t been forecasting that. I’m not going to get into that pricing discussion. My attorney has advised me not to. Operator, I think it’s time for us to end the call. I want to thank everyone for listening. We appreciate your attention and your support throughout this process.

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation and for using AT&T Executive Teleconference service. You may now disconnect.