Good morning, and welcome to the United Rental's first quarter of 2009 investor conference call. Please be advised that this call is being recorded. Before we begin, note that many of the comments made on today's call, and some of the responses to your questions, will contain forward-looking statements. United Rental's businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond its control and, consequently, actual results may differ materially from those projected by any such forward-looking statement. A summary of these uncertainties is included in the Safe Harbor statement contained in the company's first quarter earnings release. For a fuller description of these, and other possible uncertainties, please refer to the company's annual report on foreign 10-K for the year ended December 31, 2008, as well as to its subsequent filing with the SEC. You can access the company's press release, as well as all of its SEC filings, on the company's website at www.ur.com. Please note that United Rentals has no obligation and makes no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information that are subsequent to the circumstances or changes in expectations. During the conference call, references may be made to pre-cash flow, adjusted EPS, EBITDA, and adjusted EBITDA, each of which is a non-GAAP term. Speaking today for United Rentals is Michael Kneeland, Chief Executive Officer, and William Plummer, Chief Financial Officer. I will now turn the call over to Mr. Kneeland. Mr. Kneeland, you may begin.

Good morning everyone, and thank you for joining us today. With me is Bill Plummer, our Chief Financial Officer, and other members of our senior management team. Let me start by looking back to our last call about nine weeks ago. At that time, I spoke frankly about our expectations that 2009 would be a difficult year for the equipment rental. A year in which there is little or no real visibility. Nevertheless, as I said in February, there are many areas of the business within our control. As you will hear from us today, we have our hands firmly on the steering wheel. We're taking action and our actions are having the intended results. We are meeting our customer needs. We are maintaining a healthy liquidity. We are shifting our revenue base towards larger customers and we are positioning the company to benefit significantly when the recovery begins. Now, I want to address all of these topics today. Our goal is to provide as much transparency as possible within the realities of the current environment. If we cannot state something with certainty, given the environment, we'll be forthright about that too. As you will see, we have two stories to tell. Our company has taken all of the right actions to remain financially solid in the current economic storm. We are also a company that is looking ahead to where we see enormous opportunity. In short, we remain very confident about our long-term vision for profitable growth. In a minute, Bill will go over the numbers with you, including the $129 million of free cash flow we generated in the quarter and the decision we made to reduce our debt by $113 million. Given the depth and potential duration of the downturn, liquidity is of paramount importance of our…

Thank you, Michael, and good morning to everyone. Today I'd like to spend some time reviewing our capital structure and liquidity, our fleet management strategy, and our first quarter performance. Before we get started though, I'd like to review where we stand on the objectives we established at the beginning of the year. With respect to SG&A we committed to reducing the absolute level of our 2009 SG&A spend by $40 million to $50 million. I'm pleased to report that in the first quarter we achieved a $21 million reduction by focusing on all areas of our spend. This includes salaries, benefits, advertising and professional fees. Given this performance we are now expecting a full year reduction of $50 million to $60 million in SG&A, and we're still looking for more. Looking at CapEx, as Michael mentioned, we're now expecting net rental CapEx for the year to be near zero and perhaps even producing a positive cash inflow. This represents an improvement versus $100 million of net rental CapEx that we forecast earlier, and perhaps more importantly it illustrates our capacity to adjust fleet management plans in real time as market conditions change. The third objective we laid out related to free cash flow. At the end of February we indicated that we would generate about $300 million of free cash flow and that we would use this cash to reduce debt. I'm pleased to report that in the first quarter we reduced our debt by $113 million including $22 million related to open market repurchases of our 6.5% senior notes. Additionally despite the challenges of the current environment we believe our $300 million target for free cash flow is still achievable and will create opportunities for further debt reductions. The reason we identified these objectives and made them the…

(Operator Instructions) Our first question comes from Henry Kirn – UBS.

Wondering if you could talk a little about the historical experience when you closed branches that are within 20 miles of another, how much have you been able to keep in house and how much has leaked out?

Actually when you go through the analysis, by the way I just want to quantify by we go into a very deep, deep analysis process that involves not only finance, but the operators, all the way down to the local level. And we annualized our deliver-to radius and as a result we would expect to retain somewhere around two thirds to 60% of the revenue. Some of the other business which is walk in and the cash business, will go away, but it should have a high retention level. Each branch is really determined on its market and where it's position, but on balance that's where it falls out.

Okay, and is it possible to talk a little about, maybe as we go a couple quarters out what the potential recurring tailwind from not having those branches around anymore would be?

Without going into specifics, we do expect that there will be a incremental impact to EBITDA positive. It's not going to make the year for us but it certainly will be a positive. We do expect that we will improve margins as a result of the closures. Again, at the scale of what we're closing, it will be there, but it may not move the needle on our overall corporate margin. But certainly it's headed in the right direction. And certainly we expect that some of the other key metrics that we look like, that we look at, in terms of performance, per-branch performance, per employee, other measures, such like, will be improved as well.

Henry, I also wanted to and kind of dropped back to the other question, which may help you, as well, when you take a look at this. We look at not only where we are today, but where we expect this branch to perform over the next three to five years, using some projects and, whether it's be the population shift, whether it be some of the McGraw-Hill projections. We've had a better understanding of where the market is, and so all of those go into that equation when we look at these branches. And it's part of our longer-term strategy that we will emerge as a lender, stronger, more-efficient company, as we come out of this. Henry Kirn – UBS: Okay, and if I could squeeze in one more. Is it possible to talk a little about what you're seeing for prices in the used market, maybe by fleet type?

Sure. You know, let me just kind of give you a little bit of a history. Based on the fourth quarter call that we had nine weeks ago the lowest point that we saw was in December. The auction prices that came in in February did better than we expected. We have seen a further decline in pricing, and it's kind of broken up into different categories. Obviously, larger earth moving equipment is still being compressed. We are seeing also some compression on aerial equipment, in particular scissor lifts, things that are related to retail. On the flipside, you're still seeing things that are small in numbers like some of the reach forklifts are still doing okay in material handling. And also lighting equipment and some of the other light-style equipment related to general rentals is doing fairly well. But it's down.

Our next question comes from David Raso – Isi Group. David Raso – Isi Group: Hi, good morning. Just a real simple question, a little help with the interest expense for the rest of the year. How are you thinking about that figure, because we started with 50 this year?

David, it's Bill. You know, I don't see any dramatic change to the interest expense over the remainder of the year, absent of course any repurchases that we might do later in the year. And so the first quarter run rate is a fairly valid run rate for the rest of the year. David Raso – Isi Group: And, when I think about the full year of free cash flow being maintained at $300 million, but it took $100 million of net CapEx reduction to keep it, and obviously that more than offsets the roughly, say, $25 million of cash from the new restructuring in 2Q. That difference is it – I know you don't give net income guidance for the year, but is that difference essentially an internal lowering of what you thought net income was going to be, and now where you think it's going to be? Or, is there a working capital change in your thoughts, as well?

It's the rate environment we have seen is very aggressively down, and that flows through our operating results pretty significantly. And, o we certainly have seen a more challenging operating environment. Pressure on cash from ops, and we've got the ability to respond in the form of how we generate cash from our used equipment sales. The good news is that the environment will allow us to ramp up used equipment sales, to respond and to offset somewhat, given the softness in utilization that we've been seeing. David Raso – Isi Group: Regarding the EPS, obviously the loss this quarter, do we expect each of the remaining quarters of the year to be positive?

We're not offering a specific number for the remaining quarter. So, tune in, and you'll see as they unfold.

Our next question comes from Chris Doherty – Oppenheimer. Chris Doherty – Oppenheimer: Just a question on, I guess, one, maintenance CapEx. What is your maintenance CapEx?

What is our maintenance CapEx? That's sort of the challenging question to ask. If you're talking about the amount of CapEx that we would need to spend to maintain our fleet, at a given level of OEC and a given level of age, it's a pretty significant number. It's something just south of $600 million. If you're talking about the amount of CapEx that we would need to spend merely to keep the current equipment that we have operating, it's a materially lower number. I don't have one here, sort of at the top of my head, but it's significantly lower. Chris Doherty – Oppenheimer: I guess the question is where do you think that your gross CapEx is going to be for the year? I mean, you discussed that on net basis over the year. I'm just wondering from a gross CapEx?

Yes, again, we talk about it as a net and we think about managing it as a net. And so we will continue to focus on the net number, more so than the gross. Chris Doherty – Oppenheimer: And, I believe you actually should have had your appraisal done recently. Can you talk about that in terms of what values were down, and what your excess borrowing base is right now, versus the commitment?

We did. Rouse completed their semi-annual assessment of our fleet in March. The net result was that our values were down, roughly 20%, versus the September number. And it left us with – still left us with very significant suppressed availability, i.e. borrowing base above the max size of the facility. We have suppressed availability of somewhere north of $0.5 billion still. Chris Doherty – Oppenheimer: And then just in terms of repurchases you talked about maybe buying some more debt back. I mean I thought on the last call you said your RP basket was negative, given the goodwill charge that you took in Q4. How are you buying back these [monies]? Where's the ability to buy these back, given a negative RP balance?

Chris, you've picked probably the most complicated question you could have possibly asked, but let me try it here. The RP basket that is negative is the basket that arises out of our 6.5% senior unsecured note. That negative balance in the basket restricts the operating company, URNA, from buying subordinated issues. It does not restrict the operating company, URNA, from buying the 6.5% note. So, we can still buy the 6.5s, which is what we did in the first quarter. On top of that, there is cash available to us up in the holding company, URI, the parent, which could also be used to buy issues, either of the holding company or the operating company. It has its own separate, restricted payments limitation basket which is significantly positive. And so if we decided we wanted to buy subordinated issues, we could do it, using the cash that is held up at the URI holding level. Chris Doherty – Oppenheimer: Now, if I'm not mistaken, the last call, you said there was no cash up there, at that point. Did you move cash up there?

No. There was cash at the last call. There was about $260 million, if I remember correctly, up at the holding company level at the last call. It's a little bit more now and we had moved cash over the course of the last year to get us there. We also have ongoing relationships between the holding company and the operating company that are defined as trademark license agreements and service agreements that flow cash up on an ongoing basis, sufficient to support the debt service at the holding company level, URI. Chris Doherty – Oppenheimer: Of that $260 million, that can still be used to basically take out the 1-7/8 converts when those become [portable] on 2010, correct?

That is correct, although it wouldn't need to be used to respond to the put of the 1-7/8. It would need to be used to buy them in the open market, but responding the put of the 1-7/8 is a scheduled event in the indenture of the operating company. And we can respond to that, regardless of what the RP basket status is. Chris Doherty – Oppenheimer: And then just one last question related to the trench business, I look at that business and you have some pretty good dollar utilization on that, but yet time utilization is down. And I wonder whether there's an ability to liquidate some of that equipment and get better time utilization and hence better ROIs on that? Is there a market for used equipment for that sector?

Yes, you're right it does give a substantial return on investment capital. In that business the ROI is extremely attractive. And most of the assets they have it is not serialized. A lot of it is steel plate and more commodity than anything else. We believe that with the infrastructure and the stimulus package that's well-positioned to improve over time. And I think I would hesitate before de-fleeting that area of the business at this point. Again it will benefit quicker than any one of our segments with the stimulus package infrastructure spending.

(Operator Instructions) Your next question comes from Manish Somaiya – Citi. Manish Somaiya – Citi: I have a question. One of your peers announced earnings yesterday. Their pricing was off 4%, yours was off 11.5% and I'm just trying to reconcile the difference.

Well, I mean the differences are, one, I don't know how they measure rates. I can only tell you how we measure rates as far as the difference. Rates is a balancing act. As you know we're transforming our business away from smaller customers to national accounts and industrial. Part of that is inflicted that we're doing intentionally. The rest of it there's a very challenging market out there. And sometimes we have seen some irrational pricing we've actually walked away. But my comment in my opening statement, Manish, is we can do a better job. We're really going to dive in and we're going to make sure that we are really managing these rates effectively. I think that's the prudent thing for us to do. But I can't measure the delta between us and them; different companies, and I'll leave it at that. Manish Somaiya – Citi: My follow-up is if I look at the rental fleet OEC it was only down about $100 million sequentially and I guess realizing that the environment was weak and getting weaker, what was sort of the decision not to aggressively bring that down?

Well one of which is that it's the winter; it's the lowest part of the seasonal structure of our industry. We have aggressively taken our inventory down. If you go back we took $100 million out in the fourth quarter, to your point, sequentially down another $100 million. We'll continue to de-fleet as we go through the year. And we're just doing it on an orderly process. We are also selling our oldest fleet at 78 months which is part of our lifecycle. But it's safe to say, Manish, that we will continue to de-fleet through the balance of this year. Manish Somaiya – Citi: And in regards to the gross margin on sale of used equipment, I think you pointed out that they declined pretty substantially and part of that related to the mix shift from retail sales to auctions. Do you expect that to continue? And I guess with the weaker markets would you be willing to sell equipment even if margins turned negative?

Well in fact we have been selling some fleet that has been negative. As I just mentioned some of the results that we're seeing, we have seen some excavators, earth-moving equipment has been negative. When you take a look at our rates it's a balance of what we do on retail versus auctions. This last quarter 40% of our sales were actually at auctions, which is much higher than we've had in the past. We'll continue to de-fleet, and to your point, the margins will come out where they fit. But I would expect the margins to continue to decline for some period.

(Operator Instructions) Our next question comes from Seth Weber – BAS-ML. Seth Weber – BAS-ML: Mike, I know you're not giving quarterly guidance specifically but can you comment on April how that came in relative to say March? I mean I know there's a seasonal uptick but can you give us any color on what April looked like?

Well we can't give you specific numbers. What I can tell you is that we've seen a slight seasonal uptick albeit at a lower volume than it was on a year-over-year basis. And I think that is consistent with the current macro environment. Everyone inside the industry I think is – all of us are de-fleeting and taking as much cost out of our structure. We'll continue that as well. We're not going to give quarterly guidance you're right, Seth. It's too early in the game. Seth Weber – BAS-ML: Have you started to see any improvement in Florida or California?

In California we have seen it somewhat hit bottom. It appears to be leveling off. We are seeing some of our time utilization slightly improve there. Florida is a different story, still a mixed bag with regards to the markets. And by the way those two states are the two states that we've had the most of our consolidations and closures. Seth Weber – BAS-ML: Maybe, Bill, can you talk about if you're seeing anything on the bad debt side? Have there been any tick ups there that you're taking notice of?

Yes, bad debt expense for us did tick up a little bit versus last year as you might expect in the current environment. But it's nothing major, nothing that we're overly concerned about. We ended the quarter with DSO of about 55.1 days and that was only up about a half a day versus last year at this time. So we're watching it very carefully. Our credit and collections people are calling earlier, calling more frequently. We're leaning more jobs. We're doing all the things that you would expect and hope that we'd be doing in this environment. And I think it's playing to our benefit, but obviously you have to continue to watch it very closely in an environment that is as soft as what we are. Seth Weber – BAS-ML: And then just last question, if your net CapEx is approaching zero this year do you have an idea where you expect to end in the year as far as number of fleet months, number of age in fleet months?

This is Mike. We're comfortable coming in around 43 months and that's what we said on the last call and we're still holding to it. Keep in mind we're selling the oldest assets first which is a key takeaway. And if you go to our investor presentation on the Web you'll see it on page 32.

(Operator Instructions) Your next question comes from Tom Klamka – Credit Suisse. Tom Klamka – Credit Suisse: On the fleet side it sounds like you're going to be somewhat more aggressive on selling fleet. And I guess my question is you're taking a lot out of CapEx, I'm sorry, out of SG&A you took out, I guess, $20 million and you're targeting $50 million to $60 million. As the environment continues to decline, what other levers can you push to take the fixed cost out of the business to try to keep profitability where it is at least?

Obviously you're right, we reduced our CapEx. We'll also increase our used sales. We've adjusted our headcount. We'll continue to look at that as the market continues. We transfer our fleet and we've optimized our branch network and that will play out over the second quarter. But I will tell you that we are still pursuing several areas, one of which is trying to build our business in that's industrial, that's one. So we're trying to put revenue stream in place. But we haven't – there's more to come and more for us to focus on and cost control. We're not done yet. And that's a commitment by me and the management team to continue to focus on. So I would expect more to come. Tom Klamka – Credit Suisse: And what's the timing on the branch closures? And did you quantify the cost savings that you expect to come out of that?

We certainly expect the closures to happen during the course of the second quarter. We haven't quantified really any of the impact in the P&L. We'll address that as the quarter unfolds. Tom Klamka – Credit Suisse: And it looks like your availability on the ABL is somewhere around $550 million. Can you give us the balance on that as the end of the quarter?

At the end of the quarter ABL balance – I have today's. But hang on one second and I'll get you the quarter end. We had $561 million at the end of the quarter. Tom Klamka – Credit Suisse: And your availability of roughly $550 million it looks like, that's after the appraisal?

The availability after the appraisal, I'm sorry, the $561 number was the combined availability as of the end of the quarter. So is your question about availability or is it about – Tom Klamka – Credit Suisse: Well two questions, is that availability number under the ABL does that reflect the decline in OLVs for the Rouse appraisal?

Yes, it does. As I said earlier the borrowing base which underlies the overall facility is more than half a billion dollars in excess of the $1.285 billion max size of the facility. I always have to be careful with these things because the bankers have their own language so I try to state it in plain English. But sometimes the terms get confusing.

(Operator Instructions) Our next question comes from Scott Schneeberger – Oppenheimer. Scott Schneeberger – Oppenheimer: Could we talk a minute on industrial? I didn't catch if you guys mentioned what the mix was now, sounds like some good opportunity there. Could we go just a little deeper? Particularly I think I missed the detail, too, on was it eight new opportunities in April that you've closed or were they looking to be signed in the $40 million opportunity?

No, we had 12 up going into the quarter and we had an additional eight in this past month in April so that makes the total 20. The total share of the wallet spend as estimated with our team and with our partner gives us color as to how much they would spend altogether. What was the other part of your question? Scott Schneeberger – Oppenheimer: Just what is your mix now of industrial given that you're actively pursuing it?

Right now it's roughly 19%, our objective – is that what you're asking me – is to go towards 30%. Scott Schneeberger – Oppenheimer: Switching up on pricing, you mentioned the new systems and looking to have more centralized control and standardization for the branches. How far out is achieving that? Is it something where you may not be able to properly communicate this for the next quarter or two, or is this something that's going to happen instantly?

Well it's a phase-in process. That's a great question and to be quite candid with you, I'm very excited about this because I think the industry is ready for something like this. Starting in this quarter, we will pilot and then we will roll out the base going into the third quarter which will effectively automate a lot of the processes that we have today so it will be real time information available. As we go through into the fourth quarter we will roll out a dynamic pricing model which takes into account a lot of different things like the customer, the type of customer, the type of equipment, how they pay, the return, the ROI on the customer, just a lot of different things that are a little more scientific and that will be very, very robust, and I think cutting edge I know for this company and certainly I think for the industry. And it will have a hard stop that will require approval process. And so you can look forward to us rolling that out starting in the second quarter, this quarter today, to the third quarter. But it's not going to stop us from doing all the other fundamentals that we're doing. It's just going to speed up the process. Scott Schneeberger – Oppenheimer: And finally a two-pronged question, auction percentage of used equipment sales went up in the first quarter. Can you give us an indication of do you think that will tick up or down in the second quarter? And then also to the extent you can answer, used equipment margins continuing to trend down in the second quarter?

The answer to both is yes because of all the closures we will probably be pursuing, some of that will go retail that we're not using for the closures but will push out the remainders auctions. With regards to, as a percentage of our total sales auctions will increase as we go forward. And what was the other part of the question? Scott Schneeberger – Oppenheimer: Intuitively I think you already covered it, not a surprise, margins in used equipments probably continue to decline 2Q from 1Q?

Yes, it will be balanced, the auction prices will be balanced against our retail prices because we still are retailing equipment to our sales force.

(Operator Instructions) Your next question comes from Philip Paselli – Cantor Fitzgerald. Philip Paselli – Cantor Fitzgerald: I was wondering about the timing of the free cash flow. Is it correct to assume that the bulk of the free cash flow will come in the first and fourth quarters with very little in the second and third?

I think the timing really will depend how the timing of the used sales flow throughout the course of the years and so we'll have to see how that plays. Again the watchword for us is flexibility and being able to respond as the market unfolds. And we'll ramp up or ramp down used sales, new CapEx in response to what we see in the operating environment. Philip Paselli – Cantor Fitzgerald: And then for the year do you have an estimate of cash taxes?

For the full year, 12. Philip Paselli – Cantor Fitzgerald: And working capital do we expect that to be a source or used as we go through the year when you're contracting the business?

That one's going to be a source for the year, probably a decent size and just responding primarily to the decline in accounts receivable. Philip Paselli – Cantor Fitzgerald: And then as we look at the one-time cost associated with the cost savings you guys have implemented, I think you made it very clear in the second quarter it's $11 million to $16 million of cash costs. What's the total year expectation for the cash costs associated with cost saving programs?

Most of it will be cash. Honestly I don't have a number right off the top of my head, so let me hold off on offering a specific cash target there. Philip Paselli – Cantor Fitzgerald: I guess what I'm trying to do is I'm trying to build back to an EBITDA number going from the bottom up. And if you have $300 million of free cash flow, let's say $200 million of interest expense, zero on CapEx, roughly $12 million on cash taxes, let's say $20 million on one-time costs, the number is more in the $500 million of EBITDA. That sounds a little low based on what you're seeing. Am I wrong or is the free cash flow number very conservative?

I certainly won't offer an opinion on whether you're right or wrong. We believe the free cash flow number is achievable and that's what we're going to manage to. Philip Paselli – Cantor Fitzgerald: Last question the annual trademark licenses and services agreement that go from URNA to URI, do you have a – how big is that? What is the number?

Roughly $75 million between the two of them.

I would like to hand the program back to our presenters for any further remarks.

Thank you, everyone, I want to thank you for joining us today. You can see that we are looking at the year very realistically but at the same time we're refusing to concede in any area that was within our control. We're steering the ship accordingly to a clear, defined strategy for long-term growth, and we're taking all of the necessary steps to strengthen our current course which is meeting our customer demand, a healthy liquidity, shifting our base towards longer accounts, larger accounts, and positioning the company to benefit significantly when the recovery begins. This concludes our remarks for the day and I want to thank everybody. Thank you.