Jamie Cook - Credit Suisse Chaz Jones - Morgan Keegan Joe Gagan - Atlantic Equity Research Bill Armstrong - CL King and Associates Gary Lenhoff - Ironmark Tom Fogarty - Silverstone Capital Joel Tiss - Buckingham Rhem Wood - Stephens, Inc.

Good day and welcome to the Rush Enterprises, Inc. Fourth Quarter 2008 Earnings Results Conference Call. Today's call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to Mr. Marvin Rush, Chairman of the Board. Please go ahead, sir.

Good morning and welcome to our fourth quarter 2008 earnings release conference call. On the call today are Rusty Rush, President and Chief Executive Officer; Marty Naegelin, Executive Vice President; Steve Keller, Vice President and CFO; Jay Hazelwood, Controller of Rush Enterprises and Derrek Weaver, our Chief Compliance Officer. Now, Steve Keller will say a few words regarding forward-looking statements.

Certain statements we will make today are considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Because these statements include risks and uncertainties, our actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include but are not limited to those discussed in our annual report on Form 10-K for the year ended December 31, 2007 and in our other filings with the Securities and Exchange Commission.

Now, we would like to give you an update on our 2008 performance. 2008 proved to be a tough year for the trucking industry and the overall economy. Class 8, retail truck sales in the US were down more than 50% from 2006. For the first time in more than a decade, parts and services sales decreased also. Fewer freight miles allowed many fleets to continue operating using excess truck capacity rather than repair replace out of service vehicles. Despite an unprecedented and difficult truck market, it was a productive year for the company. We achieved fourth highest annual net income in the company's history and a record absorption rate of a 106%, up 1% over last year. This was accomplished through significant reductions and consistent expense management throughout the year. Since November 2007, we decreased our non-technical workforce by more than 15% on a same-store basis and consolidated dealerships in Arizona and Florida, reducing overhead expense, but maintaining coverage and service to those markets. We continued growth in new regions and the new product areas. We completed two acquisitions expanding our footprint in North Carolina and added an international brand to the Rush product line for the first time. Continuing on our strategy to leverage off our asset base, we added a school and commercial bus network, which offers the Blue Bird, Elkhart and Diamond brands to a large part to the state of Texas. 14 of our existing Rush truck centers in this state are now parts, service and body shop locations for our new Rush Bus Centers network. Additionally, we have completed an $18 million stock repurchase which provides us greater flexibility and how we finance future growth. Our balance sheet remains strong. The company currently has a $146 million in cash and we expect continued positive…

Yes, sir. (Operator Instructions) Our first question today comes from Jamie Cook with Credit Suisse.

Hey, good morning.

Hi, good morning, Jamie.

My first question, Rusty, could you talk a little bit about the margins on the new and used truck side, they were a little lower than I thought. I am just wondering if there was anything unusual in there, and sort of how you think about that on a sustainable basis.

Well, gong forward I would expect margins to remain similar to the fourth quarter, Jamie. As we continue to manage competition which much more competitive out there and moving inventories is the key thing, and obviously we do not expect the margins to go up at this moment. No, they will be more in line with what we have seen as markets are going to continue to be weak going forward.

I mean was it more focused on the used side versus new side, can you comment on your used truck inventory, compare it relative to last quarter and just the magnitude of the declines you are seeing on the used truck side?

Yeah specifically to the used side, their margins were compressed more; from quarter-over-quarter they were down 3.3%.

Okay.

And I think that is reflective of declining values that are out there in the marketplace at the moment. But we are properly provisioned for that and I think that's reflective in the margins which you see currently.

And just the inventory of used trucks out there, do you feel comfortable with what you have? Or how it compares to last quarter?

Yeah I feel comfortable with it, would I rather have a little less inventory, yes. We could stand to have a little less inventory based upon current sales. But we do expect sales to pick up as we start moving into spring time. That's historically the way it works. At spring time, we start our sales as far as total units pick up, but from a value perspective, I believe we are just fine and that's reflective in the lighter margins which you see.

Okay and then you made comments in your press release, in your prepared remarks, just sounds like the credit markets are tougher to get financing, can you just give a little more color on what you are seeing and how things have changed since the third quarter?

Well obviously the whole credit world turned upside down in the third quarter, as we all know and it’s just a lot tighter scoring boxes, from scoring papers, watch, credit scores and conditions. I think one of the key things that could, terms and conditions have tightened, as far as advances and length of terms that financial institutions are willing to take a risk on. So it's a combination of all that out there from all lenders not just one in particular. So this creates a tougher environment for the small buyer, even for every buyer. Not just the smaller buyer, for the larger buyer also.

I will get back in queue. Thanks guys, good job.

Thanks, you bet.

We will go next to Chaz Jones from Morgan Keegan.

Hey, good morning, guys.

Hi Chaz. Chaz Jones – Morgan Keegan : Could you talk a little bit about the conversations you are having currently with larger fleet, as it relates to their pre-buy intensions for 2010?

Yeah, Chaz. It's sort of a mixed bag to be honest with you. Chaz Jones – Morgan Keegan : Okay.

But I would tell you it leans towards no pre-buy, but I expect it would be some, as we see, as everybody gets better clarity as we get into this year. And that goes from the manufacturing side and the customer side. I think we are going to see some slight push towards the later part of the year, third and fourth quarter, late third and fourth quarter. But I do not see anything out there right now, I think it's reflective in the order intake over the last couple of months, you see. Chaz Jones – Morgan Keegan : Thanks.

It was 7,800 last month and 8,700 the month before from Class 8 for all of North America. So far, we haven't seen it. I do believe there will be a little towards year end, but I don't look for any great pickup in the market out there. Chaz Jones – Morgan Keegan : That seems you think a lot of that still at rest with where the economy is by the end of the year?

No question. I don't have to tell you what, for example it just looked like over the last few months, and we don't anticipate seeing a huge pre-buy. We do expect some type of bump in the late third and fourth quarter, but nothing astronomical like what we saw in '06.

Okay, and then maybe, just on the parts and service side of the business. Are you seeing any signs that perhaps the TL guys that are trying to forego maintenance as a way to reduce cost? Is that starting to show up in your business at all? And if it is, is that a near-term concern as it relates to margins there and the absorption rate?

I think it's not just TL, which you're talking about, Chaz. When you said, I look, as we go forward, that there will continue to be more outsourcing over the long-term, which will be beneficial to us. But currently in the environment we are in, everybody has cutback. And when you have excess capacity, you can always fix something or repair something differently given the environment that we are in, and that's what you see customers doing, and that's what we have seen. That's why you saw the first year-over-year, quarter-over-quarter decline we have ever had, well over 10 years in parts and service revenues. We maintained flat margins in the fourth quarter, but we were also a little over 5% from a revenue perspective on a same-store basis. So obviously the most key component is the absorption number as you know, that's the key ratio we run, we had to manage and we managed. I'm very proud of our people and that is extremely effective. So, we ended up the year being up 1% in absorption, but that came through straight management of the denominator. Are we at the bottom from a parts and service perspective? I like to think we are, I need to see more, I need to look forward in the whole first quarter. That is what I have seen in the first 40 days of the year. I need to see a little bit further. I would hope that November, December, timeframe was the bottom of the trough from the parts and service perspective, and they are going forward. We are going to see some pickup from a revenue perspective on that side of the business. But again, I want to see it over a 90 day period. I would say it started off a little better here as we get into January, but we just have to kind of watch it.

Okay. I guess without showing your hand, could you comment as far as the acquisition front is concerned? Obviously, I know you guys have mentioned to it in the release and your prepared remarks about, given your balance sheet and the buyback that you have done, how that positions you for acquisition opportunities. But I guess, is there a specific segment that you are seeing more opportunities or that look anymore attractive than the others?

Chaz, I am not going to get to details in my response to that question. But I can tell you this. As I have talked to the organization about it, we've been looking, and it has been a pretty slippery slope for last six months from an operational perspective, and we have been looking for the bottom of the trough. Once we get to the bottom of the trough, as I have told the folks around here, we will get our feet set and solid, and that will be that inflection point. And at that time, when we reach that inflection point, we know we are there, we would look forward to acting on acquisitions and things like that, but I am not going to dip my hand as you would ask.

Sure.

As to any more specifics than that, but I like to believe we are nearing that point.

Okay. And then maybe one housekeeping question, if you don't have it, I can follow-up offline. But do you have a breakout as far as revenue is concerned for the heavy, medium-duty end use in the quarter?

Yes, but you want the quarter, Chaz?

Yeah, just for the fourth quarter.

For the quarter, the Class 8 truck revenue was, call it a, $150 million. I'm going to round this for you.

Okay.

The medium-duty was $55.5 million and the unit was $27 million.

You said 55.5 for medium, Steve?

Correct.

Okay, great. Thank you, guys. Nice quarter.

Thanks, Chaz.

And we will go next to Joe Gagan of Atlantic Equity research.

Hi guys how you doing?

Good morning.

I just have a couple of quick questions. As far as your policies on inventory write downs, is that generally speaking after six months that you would write down the used vehicles?

Well, it's an ongoing, I mean yes, we have a policy, we have an internal policy that we adhere to do on a five month policy, so yes no question and that's reflective in the margins.

Talk about auction versus?

Yeah, well we won't give real detail on how we operate. We have an internal auction where we auction all the truck. If one of the stores had a truck for five months, then it goes to auction to all the other trucks and we make sure it is at least auctioned down to current values, what the value is at that time, and that's how we internally, internalize that. After four months after that we never allow a truck to stay inside of our system more than 9 months.

Okay, and so did you have any write downs this recent quarter?

Well I think that's reflective in margins as we continue to manage our operational system, although well on top of it, is allowing us to manage, but yes as always. That's just an ongoing thing, it's been a part of our business for year, we may not talk about that all the time. But that's always reflective in margins.

And the other question is do you think given what's going on in the economy, are you going to cut down on non-essential items like the corporate jet and things like that or is there any thought on that?

Well I think, it's obviously reflected in all expense cuts that you see. So the answer is look at the expense cuts, look at the margin, look where G&A has gone down to. We could not maintain absorption and things like that if we hadn't cut everyday expense throughout, okay.

Okay, thank you.

We will go next to on Bill Armstrong with CL King and Associates.

Good morning. With the credit restrictions you are seeing on your customers, is that pretty much concentrated in the owner operators, or are you seeing the larger and medium sized fleet operators also having trouble financing truck purchases?

Well I think they are two different animals. I think they both have issues. Your larger higher grade A credits issues more margin, more rates than it is anything. But it's still, there has been lack of funds earlier and especially in the fourth quarter. I see some of that loosening up a little bit for those guys, but rate is still an issue but they are just going to have to adjust to what the rates the marketplace have changed to. From the owner operator and small guy, yeah, it's a different issue. It's more terms conditions, rate is everything, that's affecting them a little harder, no question. And the appetite is not out there, the credit is not quite as good. So the appetite is less on the lenders perspective for that type of business.

Okay. Medium-duty truck sales are little over 900 units, it looks like that was a little bit better than you were expecting, is that correct?

What you need to understand in the medium-duty numbers is inside that 903, we are on 165 buses. So, I would tell you that is, it is more in line when you strip the bus piece that we have acquired which is what is going very nicely for us by the way out there. Then I think you get more reflective of the Class 5 through 7 business.

Okay. That's helpful. And just on the industry, what were the unit sales for '08 for having medium-duty, do you have that handy?

No, I know heavy was 100, we look at US retail deliveries it was a 139,000 in change from a Class 5 through 7, I will have to pull that for you. So, 4 through 7 in '08 or 5 through 7 was a 137,000 versus for '07, 174,000. We look at more 5 through 7 because those are the markets we play. So it was 137,000, Class 8 was 139,000 US retail deliveries. So I think as you look, you can pick those and take the comments in the press release and take it from there.

Got it. Okay, thank you.

You bet. Thank you.

(Operator Instructions) We will go next to Gary Lenhoff of Ironworks.

Thanks you have addressed most of my questions. Steve, can you tell us what you expect total CapEx to be in 2009, and broken down between equipment for lease and buildings and such?

Our expectation in '09 for a routine CapEx is roughly $10 million for the year that's to replace our normal item. We have estimated between $20 million and $30 million in what we call special projects and that includes a few significant dealership properties that we have in there and the additional expenditures related to the FFE project. And then the final piece would be recent rental additions for Rush truck leasing and ideal lease franchises. And that will be in the ballpark of $30 million to $35 million. So all ends, you will be in a roughly $70 million to $75 million range.

And Steve, this is Marty, address financing of that.

On that last piece, the leased truck, that's a cash neutral CapEx, because we borrowed dollar per dollar on those trucks. And then on the key system timing issues at the special projects in the real estate; generally what we do is we fund 80% any real estate properties we do. When we have large construction going on, you may not touch the financing the same year as the cash flow, but ultimately you can expect us to finance about 80% of what we spend on real estate.

And add one last thing on the real estate side, add what our recent experiences have been on financing.

We were able to package about five properties, some were resizing some were newer properties we purchased in the fourth quarter. We started the process in September, October right in the middle of the credit crunch with new lenders, people we have done business with in the past, and we were pleased that we got credit approvals quickly at pretty attractive rates. They have financed about $15 million with the real estate. So I think with our balance sheet, we are still in favor with the lenders and have available credits.

Okay, that's helpful. Have there been any changes in the terms of your floor plan financing in the last six months? Has any of your vendors been trying to help you, or to accommodate you, or your customers in anyway, have you seen any tightening etcetera?

No, the answer is no. Everything is solid in our floor plan.

Okay, great. Thanks, guys.

We’ll go next to Tom Fogarty of Silverstone Capital.

Yeah, I was somewhat concerned about potential market shares shifts in Class 8, as we go into 2010 depending on differences in the Powertrain technology. I'm curious if you have a EGR versus SCR, I'm curious, how you are thinking about that?

Well, as you know there is only one manufacturer that is doing with EGR. Everybody is going to be using SCR. With government's announcement that they will be using SCR, Paccar, Volvo, Daimler will all be using SCR. And you never saw us staying on the EGR path. So, the proof will be of all that is when the technology is out running full force. I'm very confident in our suppliers at the Paccar, I'm very confident in Navistar also, and they are, I'm sure in their EGR. But from the Paccar perspective, repeatable side, obviously we have a lot more repeatable dealerships. I'm very confident on Paccar's engine. They are bringing over from that in Europe. The exposure they have had with the engine and the engine market over in Europe has been quite wide and the results are very favorable. And the engines, the test engines that are running currently in North America, we have heard nothing, but great results about them. And I'm sure Cummins engine will be the same, so I feel very confident in our engine platform, the engine platform of our major suppliers as we go forward.

Terrific. Thanks.

You, bet.

We’ll go next to Joel Tiss of Buckingham.

How are you doing, guys?

Fine thanks.

I just wondered if you can just give us a little sense of what you are hearing from your customers. How long can they hold off on buying new trucks and keep everything going.

You know Joel, that's a million dollar question. There's one thing I do understand, I know we are closer to them buying than we are from when they stop buying. Okay?

Yeah.

I know we are closer to that inflection point when the market does pick up. But there was a lot of truck sold from '04 to '06. Those trucks are aging, we are now in 2009. We are dealing the three to four, going to be running ups to a five years. The age of the fleet continues to expand as the fleet gets older. So it's just the economy, I think there is no question in my mind. My personal thinking is 2010 is going to bounce back for us over '09. If we can just get some stabilization in the economy, as you know, our industry usually leads into a recession and it leads out of the recession. So, it's a very key indicator as to what the overall economy is going to do, but I still think we are looking to get a little bump late in the year, and if the economy can flatten out, I would hope that would ride on for 2010. I am not talking about going back to the numbers of '06 or '05. But just a more normalized; get back up to the $180,000, $200,000 unit range from a Class 8 perspective. I don't know if it actually is right, 2010 is a long way off. There is a lot of uncertainty out there. But I know the industry dynamics will dictate that it should. I think the key again is the economy.

Okay. Thank you.

You bet.

And we'll go next to Rhem Wood, Stephens, Inc.

Hey, guys. Just a couple of quick modeling questions, can you give a little help on how to model the tax rate and the interest expense line going forward?

Rhem, Marty works on the tax rate.

Hi Rhem, this is Marty. What we're trying to do is, on the tax rate, give you a picture of what this credit on the liquid natural gas trucks do. And unfortunately, it's hard for us to predict exactly when they're going to be ordered, when they're going to be delivered, when the tax credit is going to occur? That’s a significant influence to our tax credit and we're going to have to address that with you on a quarterly basis. Steve can talk to you in regards to normalized tax runs.

I should tell you, it would have been 37.5% for '08, were not pretty alternative field tax credits that are operational in nature that we ran through, which would have been consistent about considering where we were within '07. But those ebb and flow quarter is based on how many of those units we deliver and that can be significant dollar amounts, though. I guess I would tell you to model it at 37.5%, unless we tell you otherwise, and then we will just have to give you some flavor for the tax credit as we go forward.

And then one last point on the tax credit issue is that it is important to understand that the difference between that normalized 37.5% and what we do report, that lesser amount is debited back or increased G&A expense. So, as we get a credit and the tax issue, we rebate a large percentage of that credit back to the customer in G&A expense. So, it is operational in nature, and it does reflect in our income statement, higher G&A expense as a result directly of having less tax expense. And we have tried to quantify that in the press release.

Okay, thanks. And the interest expense line.

On an interest expense, obviously it's going to be driven largely, we talked about inventory levels right, that's our big driver on interest. It's going to be largely driven on what LIBOR does. Right now we are enjoying very low interest rates because of the LIBOR plus small margin spread on our core plan inventories, it has lead us to lower interest rate levels. But as LIBOR moves up interest will move up. This quarter we have experienced declining interest rate environment and we expect that at least from the people who we have talked to extend into the middle to later part of '09. So we would look for some interest expense relief on a go forward basis.

Outside of floor plans, we have about $85 million in real estate, truck related debt, and you can figure that from roughly the 6ish percent range from a budget perspective on interest expense.

Okay thanks. And then lastly, what was the absorption rate in the quarter.

Quarter was 1032.9. It was one point up over the fourth quarter of '07.

Great thanks for the time, I appreciate it.

You bet.

And at this time we have no further questions in queue.

Okay folks thanks for listening. If you have any questions please give us a call. Have a great day.

And that does conclude today's conference. Ladies and gentlemen again we appreciate your participation today. You may disconnect.