8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):   February 28, 2008

UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of Registrants as Specified in their Charters)

Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(States or Other Jurisdiction	(Commission file Numbers)	(IRS Employer
of Incorporation)		Identification Nos.)

Five Greenwich Office Park, Greenwich, CT	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ telephone number, including area code    (203) 622-3131

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

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

o Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

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

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

Item 2.02. Results of Operations and Financial Condition.

          On February 28, 2008, United Rentals, Inc. issued a press release reporting its earnings and other financial results for the quarter and year ended December 31, 2007. A copy of the press release is being furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of United Rentals, Inc., dated February 28, 2008.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 29^th day of February, 2008.

UNITED RENTALS, INC.
By:	/s/ Roger E. Schwed
Name:	Roger E. Schwed
Title:	General Counsel
UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/ Roger E. Schwed
Name:	Roger E. Schwed
Title:	General Counsel

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EX-99.1

Exhibit 99.1

	United Rentals, Inc. Five Greenwich Office Park Greenwich, CT 06831
	tel: 203 622 3131 fax: 203 622 6080
	unitedrentals.com

United Rentals Reports Record EPS and EBITDA for Fourth Quarter and Full Year 2007

Reaffirms 2008 Outlook EPS Range of $2.80 - $3.00

GREENWICH, Conn. – February 28, 2008 – United Rentals, Inc. (NYSE: URI) today announced record earnings per share from continuing operations for both the fourth quarter and full year 2007. For the fourth quarter, earnings per share of $0.84 increased 18.3% compared with $0.71 for the fourth quarter 2006. For the full year, earnings per share of $2.76 increased 21.1% compared with $2.28 for the full year 2006.

2007 fourth quarter and full year earnings per share are before the benefit the company realized from its receipt of $100 million following the recent termination of its merger agreement with affiliates of Cerberus, net of related costs and expenses. Including this one-time benefit, the company reported 2007 fourth quarter and full year GAAP earnings per share of $1.36 and $3.26, respectively, also a record.

Fourth Quarter and Full Year 2007 Financial Highlights Compared with 2006
    (excluding merger termination benefit)

• EBITDA increased 9.3% to a record $318 million for the fourth quarter and increased 8.0% to a record $1.17 billion for the full year. EBITDA margin improved 3.2 percentage points to 34.2% for the fourth quarter, and 1.6 percentage points to 31.4% for the full year. As discussed further below, the fourth quarter and full year EBITDA include a currency benefit of $17 million ($11 million after-tax). EBITDA is a non-GAAP measure.

• Rental revenue increased 4.1% for the fourth quarter and 4.0% for the full year.

• Same-store rental revenue increased 3.7% for the fourth quarter and 3.1% for the full year.

• Time utilization, on a larger fleet, increased 2.3 percentage points for the fourth quarter and 2.5 percentage points for the full year, more than offsetting rental rate declines of 2.1% and 1.1% for the fourth quarter and full year, respectively.

• SG&A expense as a percent of revenue improved 0.8 percentage points to 16.2% for the fourth quarter and 0.9 percentage points to 15.9% for the full year.

Fourth quarter 2007 income from continuing operations of $94 million, excluding a $59 million after-tax impact of the merger termination benefit, increased 22.1% from $77 million for the fourth quarter 2006. Full year 2007 income from continuing operations of $306 million, excluding a $57 million after-tax impact of the merger termination benefit, increased 22.9% from $249 million for the full year 2006. Fourth quarter and full year 2007 income from continuing operations includes net foreign currency transaction gains of $11 million, or $0.10 per diluted share, primarily related to the company’s Canadian operations. Additionally, full year 2007 income from continuing operations includes non-cash reductions in interest expense of $6 million, or $0.05 per diluted share, related to the mark-to-market impact of certain interest rate swaps. Of this benefit, $4 million, or $0.04 per diluted share, was recognized in the fourth quarter.

Total revenue from continuing operations was $930 million for the fourth quarter 2007, a decrease of 1.0% from the fourth quarter 2006, and $3.73 billion for the full year 2007, an increase of 2.5% from the full year 2006. The slight decline in fourth quarter total revenue reflects planned decreases in contractor supplies and used equipment sales of 20.6% and 12.6%, respectively, partially offset by a 4.1% increase in equipment rental revenue.

Excluding the merger termination benefit, free cash flow for the full year 2007 was $151 million after total rental and non-rental capital expenditures of $990 million, compared with free cash flow of $235 million for the full year 2006 after total rental and non-rental capital expenditures of $951 million. The year-over-year reduction in free cash flow reflects an increase in cash taxes paid and working capital usage in 2007 as compared to working capital generation in the prior year. Free cash flow is a non-GAAP measure.

The size of the rental fleet, measured by the original equipment cost, was $4.2 billion, and the average age of the fleet was 38 months at December 31, 2007, compared with $3.9 billion and 39 months at year-end 2006.

Full Year 2008 Outlook

The company reaffirmed its full year 2008 outlook for earnings per share of $2.80 to $3.00 based on anticipated rental revenue growth of 3.0% to $2.71 billion and total revenue of $3.53 billion. Rental revenue expectations reflect the following assumptions: an improvement in time utilization, virtually no growth capital and modest growth in non-residential construction activity. The company also expects to generate $1.17 to $1.21 billion of EBITDA, representing an expected full year EBITDA margin improvement to approximately 33.7% of revenues. Additionally, the company expects to generate $325 million to $375 million of free cash flow after planned total capital expenditures of approximately $715 million.

CEO Comments

Michael Kneeland, chief executive officer for United Rentals, said, “The record EPS and EBITDA we generated in 2007 were the direct result of a new strategic plan that is intensely focused on profitable growth. In mid-year, we put our operations under a microscope and returned our sales and service focus to our core equipment rental business, where we have numerous competitive advantages. This helped drive significant increases in time utilization and organic rental revenue growth. Additionally, we took action to improve our cost structure with a 9% headcount reduction, branch network optimization, and approximately $22 million in cumulative savings through better sourcing.”

Mr. Kneeland continued, “In 2008, we expect to continue to improve our performance as we move forward with the disciplined execution of our plan. In the first quarter, we’re on pace to double our equipment transfers compared with 2007. Our agility with fleet management and our ongoing cost containment initiatives should help drive a 33.7% EBITDA margin and strong free cash flow in 2008, given the current construction outlook. Our guidance is consistent with our goal of realizing $500 million in incremental annual EBITDA within five years.”

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Return on Invested Capital (ROIC)

Return on invested capital was 14.5% for the twelve months ended December 31, 2007, an improvement of 0.6 percentage points from September 30, 2007, and a decline of 0.2 percentage points from December 31, 2006. The company’s ROIC metric uses operating income for the trailing twelve months divided by the averages of stockholders’ equity, debt and deferred taxes, net of average cash. The company reports ROIC to provide information on the company’s efficiency and effectiveness in deploying its capital and improving stockholder value.

Additional Information on 2007 Results and Status of SEC Inquiry

For additional information concerning the company’s 2007 fourth quarter and full year results, including segment performance for its general rentals and trench safety, pump and power businesses, as well as the status of the previously announced SEC inquiry of the company and related matters, please see the company’s 2007 Form 10-K filed today with the SEC.

CEO Search

The company also reported that its board of directors has retained the executive recruitment firm of Heidrick & Struggles to conduct a search for a permanent chief executive officer. In doing so, the board confirmed that Michael Kneeland, who currently serves as CEO on an interim basis, is a candidate for the position. The board also commended Mr. Kneeland on his leadership of the company since June 2007.

Conference Call

United Rentals will hold a conference call tomorrow, Friday, February 29th, at 11:00 a.m. Eastern Time. The conference will be available live by audio webcast at www.unitedrentals.com, where it will be archived until the company’s next call.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with an integrated network of over 690 rental locations in 48 states, 10 Canadian provinces and Mexico. The company’s approximately 10,900 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers for rent over 2,900 classes of rental equipment with a total original cost of $4.2 billion. United Rentals is a member of the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index® and is headquartered in Greenwich, Conn. Additional information about United Rentals is available at www.unitedrentals.com.

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Forward Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements can generally be identified by words such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. Our businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) weaker or unfavorable economic or industry conditions can reduce demand and prices for our products and services, (2) non-residential construction spending, or governmental funding for infrastructure and other construction projects, may not reach expected levels, (3) we may not always have access to capital that our businesses or growth plans may require, (4) any companies we acquire could have undiscovered liabilities, may strain our management capabilities or may be difficult to integrate, (5) rates we can charge and time utilization we can achieve may be less than anticipated, (6) costs we incur may be more than anticipated, including by having expected savings not be realized in the amounts or time frames we have planned, (7) competition in our industry for talented employees is intense, which can affect our employee costs and retention rates, (8) we have (and the ability to incur additional) significant leverage, which requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions, (9) we are subject to an ongoing inquiry by the SEC, and there can be no assurance as to its outcome, or any other potential consequences thereof for us, (10) we are subject to purported class action lawsuits and derivative actions filed in light of the SEC inquiry and additional purported class action lawsuits relating to the terminated merger transaction with Cerberus affiliates, and there can be no assurance as to their outcome or any other potential consequences thereof for us, and (11) we may incur additional significant costs and expenses (including indemnification obligations) in connection with the SEC inquiry, the purported class action lawsuits and derivative actions referenced above, the U.S. Attorney’s office inquiry, or other litigation, regulatory or investigatory matters, related to the foregoing or otherwise. For a fuller description of these and other possible uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2007, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

# # #

Contact:
Hyde Park Financial Communications
Fred Bratman
203-618-7318
Cell: 917-847-4507
fbratman@hydeparkfin.com

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UNITED RENTALS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)

	Three Months Ended December 31,									Twelve Months Ended December 31,
	2007			2006			% Change			2007			2006			% Change
Revenues:
Equipment rentals	$	683		$	656			4.1	%	$	2,630		$	2,530			4.0	%
Sales of rental equipment		76			87			(12.6	%)		319			335			(4.8	%)
New equipment sales		53			60			(11.7	%)		230			232			(0.9	%)
Contractor supplies sales		77			97			(20.6	%)		378			385			(1.8	%)
Service and other revenues		41			39			5.1	%		174			158			10.1	%
Total revenues		930			939			(1.0	%)		3,731			3,640			2.5	%
Cost of revenues:
Cost of equipment rentals, excluding depreciation		294			287			2.4	%		1,179			1,137			3.7	%
Depreciation of rental equipment		113			104			8.7	%		434			408			6.4	%
Cost of rental equipment sales		61			65			(6.2	%)		235			237			(0.8	%)
Cost of new equipment sales		43			50			(14.0	%)		190			191			(0.5	%)
Cost of contractor supplies sales		61			68			(10.3	%)		306			302			1.3	%
Cost of service and other revenue		19			18			5.6	%		79			76			3.9	%
Total cost of revenues		591			592			(0.2	%)		2,423			2,351			3.1	%
Gross profit		339			347			(2.3	%)		1,308			1,289			1.5	%
Selling, general and administrative expenses		151			160			(5.6	%)		595			613			(2.9	%)
Non-rental depreciation and amortization		16			13			23.1	%		54			50			8.0	%
Operating income		172			174			(1.1	%)		659			626			5.3	%
Interest expense, net		41			51						187			208
Interest expense - subordinated convertible debentures		2			2						9			13
Other income		(111	)		—						(115	)		—
Income from continuing operations before provision for income taxes		240			121			98.3	%		578			405			42.7	%
Provision for income taxes		87			44						215			156
Income from continuing operations		153			77			98.7	%		363			249			45.8	%
Loss from discontinued operation, net of taxes		—			(24	)					(1	)		(25	)
Net income	$	153		$	53			188.7	%	$	362		$	224			61.6	%
Diluted earnings per share:
Income from continuing operations	$	1.36		$	0.71			91.5	%	$	3.26		$	2.28			43.0	%
Loss from discontinued operation		(0.01	)		(0.22	)					(0.01	)		(0.22	)
Net income	$	1.35		$	0.49			175.5	%	$	3.25		$	2.06			57.8	%

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UNITED RENTALS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions)

	December 31,
	2007		2006
ASSETS
Cash and cash equivalents	$	381	$	119
Accounts receivable, net		519		502
Inventory		91		139
Assets of discontinued operation		—		107
Prepaid expenses and other assets		57		56
Deferred taxes		72		82
Total current assets		1,120		1,005
Rental equipment, net		2,826		2,561
Property and equipment, net		440		359
Goodwill and other intangible assets, net		1,404		1,376
Other long-term assets		52		65
Total assets	$	5,842	$	5,366
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current maturities of long-term debt	$	15	$	37
Accounts payable		195		218
Accrued expenses and other liabilities		310		322
Liabilities related to discontinued operation		—		22
Total current liabilities		520		599
Long-term debt		2,555		2,519
Subordinated convertible debentures		146		146
Deferred taxes		539		463
Other long-term liabilities		64		101
Total liabilities		3,824		3,828
Common stock		1		1
Additional paid-in capital		1,494		1,421
Retained earnings		431		69
Accumulated other comprehensive income		92		47
Total stockholders’ equity		2,018		1,538
Total liabilities and stockholders’ equity	$	5,842	$	5,366

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UNITED RENTALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Cash Flows From Operating Activities:
Income from continuing operations	$	153		$	77		$	363		$	249
Adjustments to reconcile income from continuing operations to net cash provided by operating actvities:
Depreciation and amortization		129			117			488			458
Amortization of deferred financing costs		2			2			9			10
Gain on sales of rental equipment		(15	)		(22	)		(84	)		(98	)
Gain on sales of non-rental equipment		—			(2	)		(5	)		(4	)
Foreign currency transaction gain		(17	)		—			(17	)		—
Non-cash adjustments to equipment		10			(1	)		9			7
Stock compensation expense		3			5			15			16
Write-off deferred financing fees and unamortized premiums on interest rate caps		—			1			—			9
Increase in deferred taxes		20			38			61			130
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		74			39			(5	)		10
Decrease in inventory		35			12			51			16
(Increase) decrease in prepaid expenses and other assets		(1	)		(1	)		—			5
(Decrease) increase in accounts payable		(60	)		(31	)		(30	)		9
Increase in accrued expenses and other liabilities		42			11			4			17
Net cash provided by operating activities - continuing operations		375			245			859			834
Net cash provided by operating activities - discontinued operation		—			7			9			24
Net cash provided by operating activities		375			252			868			858
Cash Flows From Investing Activities:
Purchases of rental equipment		(85	)		(86	)		(870	)		(873	)
Purchases of non-rental equipment		(39	)		(28	)		(120	)		(78	)
Proceeds from sales of rental equipment		76			87			319			335
Proceeds from sales of non-rental equipment		3			4			23			17
Purchases of other companies		—			—			(23	)		(39	)
Net cash used in investing activities - continuing operations		(45	)		(23	)		(671	)		(638	)
Net cash provided by (used in) investing activities - discontinued operation		—			1			67			(10	)
Net cash used in investing activities		(45	)		(22	)		(604	)		(648	)
Cash Flows From Financing Activities:
Proceeds from debt		39			—			460			265
Payments on debt		(111	)		(246	)		(531	)		(669	)
Proceeds from the exercise of common stock options		10			14			32			78
Shares repurchased and retired		(1	)		(3	)		(5	)		(4	)
Excess tax benefits from share-based payment arrangements		3			—			31			—
Proceeds received in conjunction with partial termination of interest rate caps		—			—			—			3
Subordinated convertible debentures repurchased and retired		—			(13	)		—			(77	)
Net cash used in financing activities		(60	)		(248	)		(13	)		(404	)
Effect of foreign exchange rates		(1	)		(3	)		11			(3	)
Net increase (decrease) in cash and cash equivalents		269			(21	)		262			(197	)
Cash and cash equivalents at beginning of period		112			140			119			316
Cash and cash equivalents at end of period	$	381		$	119		$	381		$	119

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UNITED RENTALS, INC.
SEGMENT PERFORMANCE
($ in millions)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2007		2006		% Change		2007		2006		% Change
General Rentals
Total revenues	$	876	$	888		(1.4%)	$	3,508	$	3,423		2.5%
Operating income		159		159		—		602		568		6.0%
Operating margin		18.2%		17.9%		0.3 pts		17.2%		16.6%		0.6 pts
Trench Safety, Pump and Power
Total revenues		54		51		5.9%		223		217		2.8%
Operating income		13		15		(13.3%)		57		58		(1.7%)
Operating margin		24.1%		29.4%		(5.3 pts)		25.6%		26.7%		(1.1 pts)
Total United Rentals
Total revenues	$	930	$	939		(1.0%)	$	3,731	$	3,640		2.5%
Operating income		172		174		(1.1%)		659		626		5.3%
Operating margin		18.5%		18.5%		—		17.7%		17.2%		0.5 pts

DILUTED EARNINGS PER SHARE CALCULATION
(In millions, except per share data)

	Three Months Ended December 31,								Twelve Months Ended December 31,
	2007			2006			% Change		2007			2006			% Change
Income from continuing operations	$	153		$	77			98.7%	$	363		$	249			45.8%
Loss from discontinued operation, net of taxes		—			(24	)				(1	)		(25	)
Net income		153			53			188.7%		362			224			61.6%
Convertible subordinated note interest		—			—					2			2
Subordinated convertible debentures interest		2			2					5			8
Net income available to common stockholders	$	155		$	55			181.8%	$	369		$	234			57.7%
Weighted average common shares		86.1			81.1			6.2%		83.4			79.6			4.8%
Series C and D preferred shares		17.0			17.0			—		17.0			17.0			—
Convertible subordinated notes		6.5			6.5			—		6.5			6.5			—
Stock options, warrants, restricted stock units and phantom shares		1.8			4.7			(61.7%)		3.5			6.0			(41.7%)
Subordinated convertible debentures		3.3			3.5			(5.7%)		3.3			4.7			(29.8%)
Total weighted average diluted shares		114.7			112.8			1.7%		113.7			113.8			(0.1%)
Diluted earnings available to common stockholders:
Income from continuing operations	$	1.36		$	0.71			91.5%	$	3.26		$	2.28			43.0%
Loss from discontinued operation		(0.01	)		(0.22	)				(0.01	)		(0.22	)
Net income	$	1.35		$	0.49			175.5%	$	3.25		$	2.06			57.8%

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UNITED RENTALS, INC.
FREE CASH FLOW GAAP RECONCILIATION
(In millions)

We define “free cash flow” as (i) net cash provided by operating activities – continuing operations less (ii) purchases of rental and non-rental equipment plus (iii) proceeds from sales of rental and non-rental equipment and excess tax benefits from share-based payment arrangements. Management believes free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under Generally Accepted Accounting Principles (“GAAP”). Accordingly, free cash flow should not be considered an alternative to net income or cash flow from operating activities as indicators of operating performance or liquidity. Information reconciling forward-looking free cash flow expectations to a GAAP financial measure is unavailable to the company without unreasonable effort. The table below provides a reconciliation between net cash provided by operating activities – continuing operations and free cash flow.

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2007			2006			2007			2006
Net cash provided by operating activities - continuing operations	$	375		$	245		$	859		$	834
Purchases of rental equipment		(85	)		(86	)		(870	)		(873	)
Purchases of non-rental equipment		(39	)		(28	)		(120	)		(78	)
Proceeds from sales of rental equipment		76			87			319			335
Proceeds from sales of non-rental equipment		3			4			23			17
Excess tax benefits from share-based payment arrangements		3			—			31			—
Free Cash Flow (1)	$	333		$	222		$	242		$	235

(1) Fourth quarter and full year 2007 free cash flow includes $94 and $91, respectively, related to the merger termination benefit.

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UNITED RENTALS, INC.
EBITDA GAAP RECONCILIATION
(In millions)

“EBITDA” represents the sum of income from continuing operations before provision for income taxes, interest expense, net, interest expense-subordinated convertible debentures, depreciation-rental equipment and non-rental depreciation and amortization. Management believes EBITDA provides useful information about operating performance and period-over-period growth. However, EBITDA is not a measure of financial performance or liquidity under GAAP and accordingly should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between income from continuing operations before provision for income taxes and EBITDA.

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2007		2006		2007		2006
Income from continuing operations before provision for income taxes	$	240	$	121	$	578	$	405
Interest expense, net		41		51		187		208
Interest expense - subordinated convertible debentures		2		2		9		13
Depreciation - rental equipment		113		104		434		408
Non-rental depreciation and amortization		16		13		54		50
EBITDA (1)	$	412	$	291	$	1,262	$	1,084

(1) Fourth quarter and full year 2007 EBITDA includes a merger termination benefit of $94 and $91, respectively.

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