Jenny Swanson - IR Kim McWaters - CEO Eugene Putnam - CFO

Mark Marostica - Piper Jaffray Kelly Flynn - Credit Suisse Trace Urdan - Signal Hill Kevin Doherty - Banc of America Securities Gary Bisbee - Lehman Brothers Jerry Herman - Stifel Nicolaus Corey Greendale - First Analysis Arieh Coll - Eaton Vance Management Virgen Donaldson - Hotshot Mark Marostica - Piper Jaffray Danny Arnuit - BlackRock

Welcome to the Universal Technical Institute, Inc. third quarter fiscal 2008 conference call. At this time all participants are in a listen-only-mode. Following today's presentation instructions will be given for the question-and-answer session. (Operator Instructions). As a reminder today's conference call is been recorded. A replay of this call will be available for 60 days at www.uti.edu or alternatively the call will be available through August 13, 2008 by dialing 1800-405-2236 or 303-590-3000 and a entering pass code 1117052 followed by the pound sign. At this time I would like to turn the conference over to Mr. Jenny Swanson, Director of Investor Relations of Universal Technical Institute. Please go ahead.

Hello and thank you for joining us today for Universal Technical Institute's quarterly conference call. During the call we will discuss the results of our third quarter ended June 30, 2008 and then open the call up for your questions. The company's earnings release was issued after the market closed today and is available on UTI's website at www.UTI.edu. Before we begin we would like to remind everyone that except for historical information presented, the matters discussed today may contain forward-looking statements under the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. I refer you to today's news release for UTIs comments on that topic. The Safe Harbor statement in this release which I will not repeat here in the interest of time, also applies to all statements made during this conference call. Information in this conference call including the initial statements by management as well as answers to question related in anyway to any projection or forward-looking statements are subject to the Safe Harbor statement. We have updated our historical business statistics for those who have asked for our company' s trend information. We have posted a slide presentation on our website under the investor relation section to provide greater transparency on key operating statistics. At this time I would like to turn the call over to Kim McWaters, Chief Executive Officer. Kim?

Thank you Jenny. Good afternoon ladies and gentlemen. Thank you for joining us to review our third quarter results. On today's call, I will provide a high-level overview of the quarter and share the continued progress we are making on key business initiatives. Eugene Putnam, our CFO, will follow with a more detailed review of our financial results. He will also provide an update on our new private loan program as well as the current lending environment with the pending reauthorization of the Higher Education Act before opening up the call for your questions. Before I begin the overview, I like to remind you that under the best of circumstances our third quarter is traditionally the most challenging, given the lower number of student starts in this time period. So, as expected, this quarter was clearly more challenging from a financial standpoint than in years past, due to be insufficient contracts and starts in prior quarters that contributed to fewer average students in school. However, from an operational standpoint, we continue to make solid progress on our business initiatives such as lead generation, contact growth, and show rate improvements which are keys to improving our operating and financial performance in future periods. For the third quarter of fiscal 2008, our net revenues were $80.6 million, down 5.3% from the prior year. This is primarily due to an 8.1% year-over-year decline in average undergraduate student enrollment from 14,630 to 13,452. Net loss for the third quarter was $724,000, as compared to net income of $3.9 million for the same quarter a year ago. While a decrease in revenue due to a lower number of students in school certainly contributed to the net loss for the quarter, an increased investment in advertising and contract services to specifically improve lead generation, student financing and show rates were necessary and the right decisions for the business but, contributed to the loss for the quarter. Specifically the increased investment in these areas cost approximately $0.09 in EPS. In addition on a year-over-year basis, occupancy cost for the quarter were higher and compensation costs and depreciation expense were lower. These factors contributed to diluted loss per share of $0.03 for the third quarter of 2008, compared to diluted earnings per share of $0.14 a year ago. Let me be perfectly clear here. I am not pleased to report a loss for the quarter, but as I have stated previously, we will continue to invest in business initiatives that are producing a strong return on investment even if it means we must incur a short-term loss. So let's switch gears for a moment and let me explain these initiatives and the positive results we are seeing, beginning with marketing, specifically lead generation. The third quarter of fiscal 2008 represents a successful maturation of our revised lead acquisition strategy. Our revamped web strategy is producing significant results including generating new productive leads from telephone calls tracked to web visitors, increased lead volume from free natural search visits that do not require lead purchase, flexibility to support local markets and key programs such as diesel and collision repair, and it is laying the foundation for accelerating future growth based on an efficient and effective lead production engine. We discussed in our second quarter earnings call that we were seeing momentum in our lead generation efforts, and we continue to build on that momentum throughout the third quarter. We ended the third quarter with 41% more leads generated than the prior year, and our cost per lead decreased approximately 10% to the third quarter as compared to the prior year, due to the efficiencies gained in the new web-based model, which have allowed decreases in local media spending, and other less efficient medium, while increasing lead productivity. In response to the positive results of our marketing efforts, we continued to increase our advertising spend during the quarter to 8.6% of net revenues as compared to 6% of net revenues during the prior year third quarter. We expect advertising expense for the fourth quarter as a percentage of revenue to decline slightly from Q3 and prior year fourth quarter due to efficiencies we have gained through our national advertising campaign. Now let us move on to student contracts. For the quarter, combined student applications for both high school students and young adults were up 21% compared to last year. The last time we experienced this type of growth was during fiscal year 2005. Campus Admission, which is the team focused on young adults and career changers, accounted for the majority of the year-over-year growth. In fact, they achieved 45% enrollment growth year-over-year, due to more effective marketing, leadership, sales processes as well as staffing and development. Since January, this committed and talented team has steadily improved year-over-year performance. With the significant increase in lead volume, we added 15 additional Campus Admission reps during the third quarter in order to effectively work those leads, and anticipate adding 10 to 15 more as we move into next year. I am also pleased to show, are we are seeing progress with our Field Admission team which is dedicated to high school and military base recruitment. It has been about a year since we consolidated 24 underperforming high school territories and changed the lead policy to drive more business to Campus Admissions, and we continue to see increased productivity from the Field Admissions team with fewer headcount. During the third quarter, field contracts improved 2% year-over-year with nine fewer representatives, equating to individual rep productivity improvement of 7%. We do believe there are additional opportunities to further penetrate the high schools in select territories, and some military markets based on pilots tested this year, and will add 13 representatives to take advantage of the emerging opportunity. As I mentioned previously, taking into account the performance for both the Campus and Field sales team combined, contracts improved 21% for the third quarter, and it looks like we are off to a good start for the fourth quarter as well. Together, Campus and Field teams enrolled 33% more students in July than they did last year for the same month. Campus was up more than 50%, and Field was up more than 14%. This was really a terrific job by both teams. Now it is all about ensuring they show to school, which brings me to the next critical performance indicator, show rates. Specifically that is the measure of the number of students scheduled to start during a specific time frame, and the number of students who actually show to school and attend classes as scheduled. As I have discussed in previous calls, we have made significant process changes with respect to financial aid and future student services to improve show rates. We outsourced a significant portion of the initial paperwork compilation and quality control for financial aid processing. We have invested in the training of our staff to improve overall skills and customer service level. We have now completed the rollout of the customer service training for our financial aid and future student services team at all campuses, including our outsourced partner. This training is paying off and we continue to see solid progress in our show rate improvement. As a reminder, our show rate first stabilized on a year-over-year basis in quarter one of this year. In the second quarter, we reported a 40 basis point improvement over the prior year, and at third quarter we improved our show rate by 530 basis points as compared to last year. And we started the fourth quarter with continued show rate improvement. For the month of July, we improved our show rate by approximately 440 basis points over the prior year. The remainder of the quarter, August and September, are typically heavily weighted with high school students who must relocate to attend UTI. So while we are seeing positive results from the Campus side, we anticipate the improvement in the show rate for the fourth quarter to be lower than the third quarter. Now, that we are seeing the positive momentum in lead generation, contract growth and show rate improvement, our focus is on start growth. The number of student starts are driven by contracts and show rates. In Q3, we started 2225 students compared to 2214 a year ago, which is a 1% improvement. Although a slight improvement, it is the first quarter in which we achieved year-over-year start growth in more than two years. And we now believe we will see further start growth in our fourth quarter and Eugene will provide more details on that later in the call. We announced at the end of July that Eugene Putnam who has served as our Interim CFO since January has accepted the role of Chief Financial Officer for Universal Technical Institute. In a very short span of time, yet during a critical transition period for the company; Eugene's wisdom, experience and leadership brought significant value to the company. He was instrumental in the development and launch of the new private loan program and will play a very important role in our future. So please join me in welcoming Eugene to UTI. And with that, I would like to turn the call over to Eugene for a detailed review of our financial results for the quarter and fiscal year. Eugene?

Thanks Kim. As reported and as Kim mentioned, net revenues for the third quarter were $80.6 million, down 5.3% compared to the prior year. The decrease is primarily driven by a decline in average student enrollment of 1,178 students or 8.1% and an increase in need-based tuition scholarships as well as military and veteran discounts, which amounted to $2.1 million. These declines were partially offset by average higher tuition prices. Operating and net income margins for the quarter remained under pressure, due to both lower revenues and increases in advertising expense, contract services costs and occupancy costs; some of which were partially offset by declines in compensation cost and depreciation expense. Compensation cost decreased $1.4 million for the quarter to $42.7. This decline is primarily related to aligning our cost structure with our existing student population and maintaining expense discipline during a time of capacity underutilization. This decline is partially offset by an increase in severance for certain individuals of approximately $200,000 and an increase in expenses under our self-insured medical plan. Advertising expense increased by $1.8 million in the quarter to $7 million primarily due to additional investments in response to the positive results of our new advertising campaign and redesigned website. These expenses we believe are investments in our core business and they are intended to drive higher levels of contracts, improve our show rates and ultimately generate higher student counts and improve revenue and margins. Contract services costs increased by $1.7 million for the quarter to $4.2 million. This is primarily related to 18:50 outsourcing the front-end financial aid process, as well as contract employees which are used to fill some open positions and some consultants to provide additional marketing and advertising research as we continue to invest in our previously mentioned national advertising campaign. Additionally, we incurred one-time set-up fees of approximately $300,000 in this category which was associated with the outsourcing of our new private loan program, which I will elaborate on in a few minutes. Occupancy costs during the quarter were $9.6 million, up from $7.8 million a year ago. And depreciation expense was $4.5 million for the third quarter, compared to $5.7 million in the prior year. The change in both occupancy cost and depreciation expense are primarily related to the sale and leaseback that we did last year over the Sacramento and Norwood facilities. Other income during the third quarter was $183,000, which represents subleased rental income at locations that have excess capacity, in this case primarily our home office here in Phoenix. Going forward, we would expect this line item to be approximately $100,000 on a quarterly basis, bit obviously it will fluctuate depending upon our success at subleasing certain locations. The provision for income taxes for the nine months ended June 30th was 41.3% of pretax income. That is up from 38.4% for the nine months ended last year. During the quarter, we established a valuation allowance of $300,000 for deferred tax assets that relate to certain state operating losses. In anticipation of smaller state tax credits going forward, we expect our full year tax rate to range between 39% and 41%. The income statement had several unusual or non-run-rate items that negatively impacted the quarter. I want to summarize at least three of those. During the quarter, we incurred approximately $385,000 that related to the start-up of the private UTI loan program. We recorded another $220,000 in severance costs for individuals, previously mentioned, as well as establishing the previously mentioned $300,000 tax reserve. The combination of these three items impacted EPS by roughly $0.03. In summary, the loss for the third quarter was $724,000 or $0.03 per share compared to last year's net income of $3.9 million or $0.14 per share. Through nine months, we have net income of $7.7 million or $0.30 per diluted share versus just under $17 million or $0.62 last year. In this environment of both tight credit and liquidity challenges I think it is important to mention that our balance sheet continues to be extremely strong. We had cash and cash equivalents of $72 million at quarter end. This compared to $75.6 million at September 30th and only $30 million a year ago. During the third quarter we used a $100,000 in cash from operations as compared to generating a little over $9 million last year. This decrease was obviously primarily attributable to the decline in net income, as well as some process changes related to the changing lending environment. Finally it is important to note that we have no debt on our balance sheet. We continue to have an open authorization to purchase approximately an additional $20 million of common stock. But as we have stated before we believe it is most appropriate use of our cash to subsidize funding alternatives for our students and maintain a strong and liquid balance sheet. And hence we did not purchase any shares during the third fiscal quarter. During the first nine months of the year, we had capital expenditures of $13.4 million in fixed assets compared with $38 million in the same period last year. The $13.5 million is primarily associated with some new industry0based elective training programs such as Cummins, Freightliner and Toyota electives, as well as some ongoing replacement of equipment related to our student training. Let me switch to our loan program which we previously mentioned, and some of you have heard me talk about before. At the beginning of July, our Board of Directors authorized $10 million to be directed toward this program. This program is intended to assist select students who have exhausted traditional Title IV financing, and are otherwise unable to qualify for credit-based alternative loan programs. It is intended to ensure that students interested in attending UTI have adequate access to fund any tuition gap they may have, and that that access is provided at more palatable rates, terms and conditions that currently exist. The program is intended to replace the funding, which was previously available through the Sallie Mae Opportunity Fund and discount programs, which ceased new funding in February of this year, as well as the current funding that we have under our Genesis program. The loans are under the First Century loan program will be originated by First Century Bank. They will be originated for our students who meet specific credit criteria with the related proceeds to be used exclusively to fund a portion of their tuition. So the cash never actually really leaves UTI. We will purchase the loans from the bank on a monthly basis at a fee of 40 basis points of the principal balance. In July, in our first month, we will go ahead and place a $2 million deposit with First Century in order to secure our commitment to purchase these loans and our obligations therefore. We will classify that $2 million on our balance sheet as restricted cash. The loans will bear interest at market rates, however, the principal and interest payments will not be required until six months after the student completes his or her program. After the deferral period, monthly principal and interest will be required over the related term of the program. So, in essence, the loans basically mimic the Title IV programs in terms of repayment. UTI will bear all of the credit and collection risk resulting from these loans. Essentially we are providing the students who participate in this program with extended payment terms for a portion of their tuition, and as a result, will account for the underlying transactions in accordance with our current tuition revenue recognition policy. Since collectibility of the loan is not reasonably assured, we will defer recognition of the tuition associated with that loan, as well as any related interest income until we have actually received cash payment. And consistent with that approach, the loans and the related deferred tuition revenue will not be recognized on our balance sheet, at least for a few years until we have obtained sufficient collection history. In our first month at the end of July, we approved loan applications of roughly 200 loans totaling $1.2 million under this program or roughly $6000 per loan. Now, in addition to the loan program, we have seen significant positive developments on the legislative front. As you know in May, the College Cost Reduction and Access Act was passed. With this new legislation, Pell Grants, which students do not need to repay, increased an additional $420, and unsubsidized Stafford loans increased a total of approximately $4000 for two-year programs. These changes will decrease the Plus loan needs for many of our dependent students and it will decrease the alternative loan needs for our independent students. And additionally, for some of our independent students, they will no longer require any alternative loans. And finally, the passage of this act now allows parents the choice to defer payments on Plus loans until six months after the student leaves school. These two things, the loan program and the legislative change are having a significant impact, and will continue to have a significant impact going forward and I want to illustrate that. If you look at a typical independent student taking our most popular $25,000 program, in the past, he may have funded his tuition with Title IV money, and then probably would have been required to fund his remaining tuition gap with our Genesis program. Had he done that, he would have had total financing needs at a weighted average interest rate of about 13%, and that would have equated under the terms and conditions of those two funding alternatives to a monthly payment of about $405. Now, he will be able to borrow more money under Title IV, and with our new loan program he will have a lower alternative loan need for that program. The same student would have had a weighted average rate not of 13% but of 8% ,and a monthly payment not of $405 but of $315. So the loan program and the funding changes not only lower the monthly payment, they also act to improve the value proposition by lowering the total cost of the education. So it has impacted both the value and the affordability issues that we have been fighting in these credit environments. So it is a very positive impact for us. And finally, it appears there may be additional positive legislation that has passed both Houses and is awaiting the President's signature. This reauthorization of the Higher Education Opportunity Act will be the first one since 1998. The reauthorization will increase Pell grants from a current maximum of $4700 to $6,000 for the coming award year. And additionally, those awards are scheduled to continue to increase each year moving upwards to a maximum of $8,000 till the 2014 award year. These grant increases, coupled with an anticipated simplified, going from seven page to two page FAFSA for lower income students should enable even more of our students to achieve their UTI education with less difficulty, and with less long-term debt. Finally, the legislation also includes changes to the 90/10 rule allowing institutions to include the unsubsidized Stafford loans in the 10%, the non-federal cash receipt portion of the calculation, whereas historically the would have been included in the 90% portion. In closing, I want to remind you that we do not provide earnings guidance, but I do want to talk about some of our leading indicators and make some comments about both the fourth quarter and 2009. We ended the third quarter with 12,478 students in school. As Kim mentioned and most of you know, the third quarter is historically our weakest quarter in terms of starts and in terms of actual students in school. We are seeing positive trends in our sales efforts, but we are starting the fourth quarter with nearly 940 students below where we were last year. With that said, there are some metrics that are causing me to be optimistic about our start growth both in the fourth quarter and in 2009. When you think about revenue, which is what really matters to us it boils down to three things. How many contracts we are writing? When the contracts are scheduled to start? And how successful we are at converting contracts into starts? You have heard us talk for several quarters that we have had insufficient number of contracts written to produce acceptable year-over-year starts growth and that has led to our decline in enrollments. The improvement Kim mentioned in first lead generation, then initially in our Campus sales efforts and finally with our Field sales efforts, has greatly improved our numbers and I would like to give an example of that. At the end of May of this year, we had 1341 fewer contracts on our books that were scheduled to start for the remaining fiscal year, and for all of 2009, than we had at the same point for the same period last year. Said in other way we are in the hold year-over-year 1341 students. As of August 1, that shortfall has been raised and we now have 831 more contracts on the books, scheduled to start through the end of the next five quarters than we did at this point last year. And given the improvement that Kim and I have both mentioned, I am optimistic that this trend of increased contracts will continue. I am also optimistic regarding the fourth quarter starts. As of August 1, even if we do not write another contract to start for the remainder of this year and we will write some, but even if we do not, we will have almost 3% more contracts scheduled to start in the fourth quarter than we did last year. What that really mean, is that we do not see any improvement in last years fourth quarter show rate, we should still have approximately 175 more starts in the fourth quarter than we did last year. And obviously, to the extent that some combination of our internal efforts the improvement in the legislative standpoint and the implementation of our new loan program. to the extent that those help improve our show rates, that start number should be greater. In closing, I have mentioned before, the meaningful lead time between the execution of our business strategies and watching that execution translate in the financial results. Make no mistake about it, our GAAP financial results for the quarter were not where we wanted it to be, but I do feel good about the investments we are making and more importantly the progress that we are seeing in our leading indicators as we enter into the fourth quarter. And among other things that progress is one of the main reasons that I am pleased to be with UTI on a permanent basis rather than on interim basis. With that I think Kim and I would be ready to open it up for questions. Operator?

Thank you. (Operator instructions). And our first question is from the line of Mark Marostica with Piper Jaffray. Please go ahead. Mark Marostica - Piper Jaffray: Thank you. I wonder if you could comment on student persistence in the quarter?

I would say overall, it was relatively flat. We have seen some fluctuation at different sites depending on geography but it’s not a significant deterioration or improvement. Mark Marostica - Piper Jaffray: Okay. Then just one follow up here, regarding your comment on advertising expense, I think you said it was going to be for the fourth quarter, correct me if I am wrong, a little bit less than Q3 and the year ago period. Is that correct?

Yes. Mark Marostica - Piper Jaffray: Perhaps if you could give us what it was a year ago in Q4? That will be helpful.

Maybe Jenny can look that up for us while we are here. I do not have it right at my fingertip. She is looking, hold on one sec. Mark Marostica - Piper Jaffray: Okay.

It looks like total advertising cost -- well I do not have it for the quarter. I am sorry. I just have it for the fiscal year. We'll keeping digging.

Why do not we go to the next question, and we will answer that on the call here, while she looks it up.

Thank you. Our next question comes from the line of with Kelly Flynn with Credit Suisse. Please go ahead. Kelly Flynn - Credit Suisse: Thanks. I know you do not want to give guidance, but I am going to ask you for some guidance. Is there anyway you could give us a rough estimate of kind of where overall expenses may trend in the fourth quarter versus the third quarter level?

Well, I guess without giving guidance, we have mentioned that there is roughly on an aftertax basis, if you do the math on the three items that I laid out, close to $600 in aftertax expense from those unusual items. Those, as I said will not continue. So I think to start with, we are lower on that. We will have some lower advertising expense but there also things that will be going in the other way. So, I guess the best way to say is, I would not anticipate a significant change in the raw dollar of expenses one way or the other.

Thank you. Our next question comes from the line of Trace Urdan with Signal Hill. Please go ahead. Trace Urdan - Signal Hill: Thank you. Eugene, I want to understand the loan program. I thought I heard you say that on the portion that you are funding, that you are going to essentially take a 100% bad debt allowance until you start to receive cash from the student. Am I understanding that correctly? You recognized no revenue for the period until cash, until the students are out of school basically?

Well, you have it partially right. The second thing you said is correct. We will not recognize any revenue on the loan piece until we actually get our cash payment. What I think that you may have misstated is the bad debt. We will not take a charge for bad debt. Trace Urdan - Signal Hill: So how do your account for that then if you are not recognizing any revenue during the period that the kids is in school?

It is deferred tuition revenue. It is just like we do right now with discount programs and with the Genesis program, that piece of that student’s tuition, and in fact was the same with the Sallie Mae Discount and Opportunity Funds, until we actually we get payment for that piece of the revenue, there is no recognition of that revenue.

Thank you. Next question comes from the line of Kevin Doherty with Bank of America Securities. Please go ahead. Kevin Doherty - Bank of America Securities: Thanks. I just had a question about utilization. As we think about your utilization, how might that vary among your destination campuses? I'm just trying to get a sense here, have you seen any improvements at certain of those campuses? I know today one of your competitors called out three of their schools that were particularly strong. So I am just curious if you can provide any color there?

There is not a meaningful distinction between the ten different campuses, with the exception of those that might be motorcycle only or something like that, and it’s kind of a sub-campus. However, for the most part, all the campuses are within 3% or 4% of the overall number.

Thank you. Next question comes from the line of Gary Bisbee with Lehman Brothers. Please go ahead. Gary Bisbee - Lehman Brothers: Yes, I am having trouble following you as well in the loan program.

Okay. Gary Bisbee - Lehman Brothers: So, if you are not going to recognize revenue until you get cash, but the kid will not pay principal or interest till six months after they graduate, the kids long gone and then all of a sudden you are recognizing revenue from them after the fact. It seems like that is crazy to me. So I guess a little more color would be helpful?

Well, I can not comment on whether it is crazy or not without commenting on GAAP. However, that is the way GAAP works when you do not have any collection history or any determinant metric as far as collectability. So everybody is clear, let me give an example. If we have a $25,000 tuition program of which the student has a $5,000, just to make the numbers equal loan in our program, the $20,000, the 25 less the 5 revenue will be recognized as normal as that student matriculates through his classes. The $5,000, if and when the student makes payment on that, and/or any interest, will be classified as revenue when that comes in. That is the way the accountants tell us, it needs to work and that is the way we will do it until they tell us otherwise. So in essence, if the student never makes good on that, what we have in essence done is provide that student education at a discounted rate.

Thank you. Your next question comes from the line of Jerry Herman with Stifel Nicolaus. Please go ahead. Jerry Herman - Stifel Nicolaus: Again, follow-up on there Eugene. So just to be clear, the effect would be a reduction in revenue per student initially?

Well, yes, for that individual student. However, remember that what this program is intended to replace is the Sallie Mae Opportunity discount fund and the Genesis program, which -- certainly the Genesis program was the same way. We were not recognizing any revenue other than about a 3% upfront fee of what they paid us on a loan balance, until that student actually graduated from school. I think there was one intermittent payment if they were sufficiently completed enough courses. Similarly in the Sallie Mae discount and Opportunity fund you were getting revenue after the student got out, based on some discounted amount. So, yes on an incremental basis as the example I gave, the average tuition for the first year of that student would be $20,000 as opposed to $25,000. What this is replacing is a program for students that already in essence was pulling down our average first student tuition anyway. Does that make sense? Maybe he got cut off.

Thank you. Our next question comes from the line of Corey Greendale with First Analysis. Please go ahead. Corey Greendale - First Analysis: Hi, good afternoon.

Good afternoon. Corey Greendale - First Analysis: I will ask my two questions at the same time to make sure I do not cut off. My first question is on, just maybe stating the obvious, but I want to give you a chance to correct what may seem obvious, which is; if you are seeing in a quarter 21% contract growth and show rate is improving would that suggest that at some point you are going to see a quarter where start growth to be 21% or higher? And the second question is, is there a specific criteria you are looking for, before you use with start, going back to opening new campuses again?

I will take the first part of that. Yes, the math works out that way. If you have, I forget your example, but if you have 10% contract growth and flat show rate, you will have 10% start growth on an apple-to-apples basis. I will let Kim answer the second part there.

I think the only caveat there I would say is that, there is a significant component related to timing. And so, when you have contracts written inside of a certain month, there is not a guarantee as to exactly when they are going to start. Typically Campus based representative focused on the adult career changes are going start sooner, than those that are coming from the high school market. So, it is not as easily predicted as one might thinks by just putting those two numbers together and I just offer that for a bit of clarification. As far as new campus openings, our first priority is to increase the utilization rates at all of our existing sites and are recognizing that there are differences in those various geographies. We are currently working as we have been talking about for several quarters on ways to penetrate the surrounding markets to do a better job of increasing utilization rates there. And at the same time, are exploring the other markets that we know have potentials to accommodate a UTI Campus of some size, although we believe it to be smaller than what we currently have with the 10 campuses. This is something that our Senior Management and our current Board continues to evaluate but wanted to make certain that we first focus on doing what we need to, to improve utilization at existing sites, especially given the progress that we are seeing and knowing some potential remains untapped in certain markets. And then if I get back to Mark's question on what our advertising expense was for Q4 last year? It was $7.4 million.

Thank you. Our next question comes from the line of Arieh Coll with Eaton Vance. Please go ahead. Arieh Coll - Eaton Vance Management: Thank you very much. I had a question about the historical show rates. Can you give us a sense for where they are, are they at 50% or 30%?

We traditionally have not disclosed the actual number, but it is much closer to the 50%, give or take. Arieh Coll - Eaton Vance Management: Okay. And if when I was looking at a graph of your show rates, is it fair to say that the show rate number, whatever it is has been pretty flat, and you have only really seen the real improvement here in the third quarter, the 530 basis point improvement or is the show rate been highly variable?

Well, in the first quarter on a year-over-year basis, it was flat to the year prior and in the second quarter, we reported the 40 basis point improvement. So, Q3 is where we did see the significant improvement of 530 basis points.

Thank you. Your next question comes from the line of [Virgen Donaldson with Hotshot]. Please go ahead. Virgen Donaldson - Hotshot: Hi. You said that leads were up 47% in the second quarter and up 41% in the third quarter, but you also said that contracts were only up 21% in the third quarter and I was wondering if the delta here is because these leads are less productive leads or an alternate reason is that there are not enough staff to work the volume of the leads and turn them into contracts and when you hire more people you think that you will be able to convert more of these leads into contracts?

It is a very good question. We do not believe that we have seen a decrease in the quality of the leads, certainly we had increased the volume and we do need to make certain that we are increasing our staffing levels to work those leads as effectively as possible and I mentioned the fact that we were committed to doing so and will continue to do so, as need be. The other is that, I think something that is changing in the school business or industry in general is that people are slower to make decisions. So, the lag time between the time a student makes initial enquiry or begins to investigate, especially given the presence of the internet, it actually is taking a longer time to convert students, than we might have seen two, three or five years ago. And that is something that we have really focused our sales teams on because, historically, we could get a commitment pretty easily and if we did not get a commitment from students that we have traditionally called enthusiast, we were ready to move on to the next lead. And I think with new leaderships in sales processes; we have determined that there is more gold in there, and if we are patient and we nurture these leads through a longer sales cycle, it does begin to pay-out. So that is why you see increases in leads, and you may not see necessarily the sales cycle in alignment with that, but certainly the staffing level is a critical component, and it is something that we are trying to balance and stage-in, so that we are effective in both marketing and sales.

Thank you. (Operator Instructions). Your next question is a follow-up from the line of Trace Urdan with Signal Hill. Please go ahead. Trace Urdan - Signal Hill: Kim, I am wondering if we could; maybe just take a step back here a bit. You put an enrollment number this quarter, I have got to go back to June of '04 to find a comparable level of enrollments. So, what do you now believe has happened or has been happening in your business to account for the pressure that you felt with respect to enrollment growth? Is it simply the effect of the economy, and are we simply seeing that now it starts to fade? Has there has been some other factor that you think may have contributed to this that you are addressing in some way? Can you just sort of talk about the big picture here?

Well, I think as we have been talking for the last couple of years that it is both macro factors as well as internal factors. And the macro factor certainly has been from an economy standpoint, the labor market, and we do tend to track start growth very -- there is a strong correlation with male unemployment rates for those aged 20 to 24. So that has been a factor. When the job market is really strong, it is hard to get, especially the older adult students into school. The other factor is that it has been very difficult to finance students. And just inside of this last year, we have started to see some really positive changes on the legislative front, as well as some of the initiatives that Eugene mentioned that length in the script. The other thing is that from an execution standpoint, I think we needed to recognize that the generation of students, their spending patterns, buying behaviors and those things started to change, and our approach and [systems] was not necessarily in alignment with them, and that is why we have made the investment and are training our people differently. And we are now starting to see that type of return So I think its both, and as I said before, I think its 50-50. 50% was kind self inflicted and 50% was the environment around us. And now we are benefiting from better execution, focusing on the right things, as well as the changing economic environment that is more favorable to our students. Trace Urdan - Signal Hill: Okay, thank you.

Thank you. Your next question is a follow up from the line of Gary Bisbee with Lehman Brothers. Please go ahead. Gary Bisbee - Lehman Brothers: Can you give us any a ballpark sense of the size of that commitment you plan to make for the loan program, and how much that may have changed given the legislation we have seen? I would assume that it is a fair amount less now than you might have thought a quarter or two ago? Thanks.

Sure. The legislature change obviously has helped or we certainly believe that it will help, no reason to think it will not. The commitment is $10 million. I think not so much, had the dollar amount changed, but I think, while we did not necessarily put a timeframe on it, I would expect $10 million to still be the number. I just think it will take us longer into the future to utilize all $10 million, because, we will have fewer people or fewer average balances as people come through that program. But, we have not changed the amount of the commitment, but we also did not, as I said put a timeframe on it. That $10 million will take us to where it takes us. We would expect it to us take us longer now, and then we will reevaluate it, based upon the use and success of it at that time. Gary Bisbee - Lehman Brothers: Okay. And can you clarify in what period the 200 or so applications you have to date that you have approved was in? Was that in July or is that during the full third quarter?

No, that was in July, but I do not think you should view that as a full run rate because there was a little bit of, pent-up demand. There were some things that in June, some students in June or May that may have got packaged through that, but that was all done in the month of July. Gary Bisbee - Lehman Brothers: Okay. Great, thanks.

Thank you. Your next question is a follow-up from the line of Jerry Herman with Stifel Nicolaus. Please go ahead. Jerry Herman - Stifel Nicolaus: Thanks again. Could you talk a little bit about the average lead time from a contract to a start, maybe in terms of what it is on average, and then, how that would vary on the Campus side versus the Field side, and are you seeing any changes?

Sure. I can talk about that a little bit. I am going to give you a lot of numbers. On the Campus side, I guess the best way to think about it, on the Campus side about 50% of the contracts that are written are written to start within the next three months, right. 50% on the Campus side scheduled to start in the next three months. About two-thirds of them are scheduled to start within a six-month time frame. So, that gives a little bit of the bell curve there. Jerry Herman - Stifel Nicolaus: Right.

On the Field side, 50% are within the first seven months, as we have said obviously there is a longer lead time on Field to get to time of a cumulative of two-thirds that takes you out to about nine months. Jerry Herman - Stifel Nicolaus: Okay. Great am I still in? Eugene S. Putnam: Yes, you are still in. Jerry Herman - Stifel Nicolaus: Let me ask just unrelated question Eugene. With regard to the loan commitment to the long-term program commitment and the share repurchases authorization has your stance on that changed at all, given what might be reduced requirements in private loan and well hopefully --?

Not, really, we still have the authorization out there and I am not mentioning it to try to fool people and they think that we are going to use it. There is no hidden assets there. The authorization is there but we are not having any meaningful discussions about using that, at this point in time. Quite honestly, we want to see how the loan program is used; how successful it is? And two, we do have, as I mentioned counterparties that are important to us in that program and in this time of tight credit and liquidity, the strength of our balance sheet was significant and getting us favorable of terms as we can get with our counterparties and even getting commitment.. So, right now I am personally not really looking to do any significant analysis on buying back shares. It is something that, we believed is an appropriate use of cash. It is just on the pecking order is not the right priority and until we get a little it better feel for how this program is working. I do not think you should expect to see anything. Jerry Herman - Stifel Nicolaus: Great. Thanks very much.

Thank you. Our next question is a follow up from the line of [Virgen Donaldson with Hotshot].. Please go ahead. Virgen Donaldson - Hotshot: Hi. You said your contract and the growth was significantly higher for the Campus-reps than for the Field-reps? And I was wondering why the Campus-reps are seeing more of an improvement from your initiatives than the Field-reps and where you see that trending?

The Field-reps are growing at a lower rate, due to a reduction of 24 territories that we made last July. So, this is the first month. July marks the first month in which you can compare kind of apples-to-apples. Throughout most of this year they were down 24 territories. And we made those changes because the territories were unproductive and we discover that if we redirected leads from some of those territories into adjacent territories or back to our Campus base reps, there was more efficient and effective sales channels. We also changed our lead policy that historically allowed our Field sales force those primarily focus on high school students, the ability to work leads up to the age of 20. And we cut that threshold back to nine months within graduation to ensure that the focus was really on penetrating and working the high schools deeper. At that point in time it switched that lead flow over to the Campus reps, as well as those on other territories I mentioned and we started to build some of the momentum with the Campus base. Campus base teams are also the primary beneficiary of the improved marketing efforts. Typically Field representatives are responsible for generating the vast majority of their on leads through high school presentations, whereas Campus base representatives are depended upon the leads generated from our marketing and advertising effort. And so we have continued to increase in that lead engine if you will of this team has been very responsive and productive in the process and we will continue to support that growth. With that being said, I believe in our prepared remarks, I mentioned that we had added 15 Campus reps in the third quarter, we expect to add between 10 to 15 in the next 90 days or so and will continue to add throughout the year, if the lead levels support it and we can create that balance I spoke of earlier. From the Field standpoint we will add a couple of more military reps and we have identified a couple of territories that we will add, I would say, what we call A territories surrounding Campus, so again giving us further penetration in the local market, as well as putting a couple in training, so that we can make certain that our vacant territories are filled quickly throughout the year. So, I would expect to see continued growth from both sides, both Campus and Field, but that is the reason, that Campus is growing at a faster rate then Field.

Thank you. Our next question is a follow-up from the line of Mark Marostica of Piper Jaffray. Please go ahead. Mark Marostica - Piper Jaffray: I would like to go back to the comments surrounding ad spending, in Q4 being expected to be below Q3 and year ago level. It just seems, despite presumably higher TV ad cost in front of the election, that, this is counter intuitive. But, I would like to go back to the thoughts that you have around what is TV ad spending as a percentage of overall mix implied in Q4 versus a year ago period and last quarter?

I would like to share that with you, but I am not willing to share what the spend is from a competitive reason, because our strategy has changed so much in terms of the mix with the television spend and internet that I prefer not to share that, given the momentum that we are at this point. Mark Marostica - Piper Jaffray: So, Kim, would it be fair to say then the TV as a percentage of the overall mix is down than from the year ago period, and even is expected to be down from Q3 and Q4 of this year?

I would say that the mix in how we are advertising, the creative is different and that we are doing less on the local broadcast stations that we were trying and testing a year ago. We just gained significant efficiencies with our national television advertising. And so we continue to see cost per lead decreases with that, but a still significant portion of our overall advertising spend. Mark Marostica - Piper Jaffray: Fair enough. Thank you.

Thank you. Your next question comes from the line of [Danny Arnuit] of BlackRock. Please go ahead. Danny Arnuit - BlackRock: Obviously you are seeing some increased activity here, but you made reference a few quarters ago to possibly rationalizing your footprint and subleasing some of the facilities. Are you still looking at that and can you update us on that?

Sure. Yes we are still looking at it, but, I do not think it would be wise for anybody to think that there is some big announcement coming. We have a couple portions of Campus leases coming up in the next six to nine months that we are trying to work to rationalize. But, as you can imagine, when one of four buildings comes up, it is a little bit more difficult. And quite honestly, it is not the best sublease market out there right now. But, yes, we are still looking. We certainly recognize that we have the excess capacity. The best use of it is to fill it with students. But, we clearly recognize that there are things that we can do and are trying to do on a sublease standpoint. But, there is nothing imminent at this time.

Thank you. Your next question is a follow-up from the line of Kevin Doherty with Banc of America Securities. Kevin Doherty - Banc of America Securities: Thanks Just a follow-up on the last one. Can you just update us with your outlook for utilization, I guess particularly given the turn in starts? I know last time you talked about maybe early '09 before the starts really start kicking in. Maybe any change to that time line?

Well, I think last quarter, I was I guess, maybe cautiously optimistic that we might have year-over-year start growth in the fourth quarter. I do not recall exactly what I said, but I know I was less optimistic than I am that I said this quarter. So, I am very hopeful that we will see - we saw a little bit here in the third quarter which we did not really expect. We expect to see some in the fourth quarter and hopefully there is nothing that would suggest that those trends should not continue. I think it is more a question of the magnitude of the improvement that we can get in our show rate and the continuation of those contracts that are on the books. But, not a real specific answer to your question, but I would expect to see capacity utilization continuing to improve.

If I could add to that too, not only has the business been focused on the front-end, we are also looking at, especially giving new funding options for our students. Many were not able to avail themselves of the industry-based electives. And so internally there will be -- as we go into fiscal '09 significant focus on increasing program length, because there is more funding for the students to now get the industry training at an elective level and that too helps overall utilization. So I add that, because we have spent a lot of time talking about the front end of the business, but meanwhile, our operations teams are very focused on making certain that once a student gets to school, they stay in school, and that they are able to optimize all of the training options that UTI provides them with the industry connections that we have. Kevin Doherty - Bank of America Securities: Can you just talk about what may be the size of that opportunity for electives is?

I would say it is significant at this point, given the fact that we have rolled out a number of electives out to all of the sites. Most of the sites have some form of an elective at this point in time. And with students having less access to funding, we have seen a reduction in utilization of these elective classes at certain of our campuses. So now that they have more access to funding, we will focus on trying to increase that program length. And I do not have specific numbers to give you, but I can tell you that there is significant opportunity in terms of available capacity with some of these electives and that is a big focus for our operations team moving forward. Kevin Doherty - Banc Of America Securities: Thank you.

Thank you. Our next question is a follow-up from the line of Corey Greendale with First Analysis. Please go ahead. Corey Greendale - First Analysis: Hi. Thanks. Since several people have asked about the Q4 ad spend, I just wanted to clarify. You said it would be down as a percent of revenue not as an absolute dollar figure. Is that correct?

Yes. Corey Greendale - First Analysis: I am sure now that was clear. Secondly, it sounds like you are seeing positive trends in terms of show rates. However, have you seen any sort indication that gas prices are affecting students' decisions in any way, particularly people who have to move to the area.

We have not seen that so much as an excuse for students on the front-end. But, we are seeing it at the campuses in terms of student, explanation as to why they may not make it to school one day, is that they could not fill up there gas tank and UTI's attendance policy is very strict. And so I know that the Campus teams are looking at ways to help the student budget properly, car pool and those types of things to ensure that the students are able to stay in school. With that being said the cost of fuel has always been one of those things that concerns me about students having to relocate or drive across country to attend UTI. So, we are focused on it and tuned into it and are prepared to help the students in any way that we can. Corey Greendale - First Analysis: Okay. Thank you.

Thank you. Ms. McWaters there are no further questions at this time please continue.

Well in summary, I am very pleased with the progress our teams are making and that we continue to see positive momentum in the marketing, admissions and show rate improvement and I acknowledge and I am asking you to recognize that given the nature of the business, it will take several quarters to rebuild the average student population and revenue. But the front-end drivers of the business are moving in the right direction. We will continue to invest wisely in our core business to drive more leads, contracts, starts and as well as the average student population through increased densities and electives, while maintaining very strong cost controls across the business to make certain, our cost structure is in alignment with our average student population and revenue and we remain committed to being industries choice and not compromising our commitment to students and our industry customers. We will be presenting at a conference in September. We hope to see some of you there, otherwise we look forward to updating you on our year-end earnings call, which is schedule for Monday, November 24th. Have a great evening.

Thank you. And ladies and gentlemen that will conclude today's teleconference. We do thank you again for your participation and at this time you may disconnect.