10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2007

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

For the transition period from              to             

Commission File Number 1-14387

United Rentals, Inc.

Commission File Number 1-13663

United Rentals (North America), Inc.

(Exact Names of Registrants as Specified in Their Charters)

Delaware	06-1522496
Delaware	06-1493538
(State of Incorporation)	(I.R.S. Employer Identification Nos.)

Five Greenwich Office Park, Greenwich, Connecticut	06831
(Address of Principal Executive Offices)	(Zip code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x    Accelerated Filer  ¨    Non-Accelerated Filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

As of July 24, 2007, there were 82,991,556 shares of United Rentals, Inc. Common Stock, $.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in General Instruction (H) (1) (a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format permitted by such instruction.

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Unaudited Condensed Consolidated Financial Statements	4
	United Rentals, Inc. Condensed Consolidated Balance Sheets as of June 30, 2007, June 30, 2006 and December 31, 2006 (unaudited)	4
	United Rentals, Inc. Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006 (unaudited)	5
	United Rentals, Inc. Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2007 (unaudited)	6
	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 (unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4	Controls and Procedures	30
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	31
Item 1A	Risk Factors	31
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 4	Submission of Matters to a Vote of Security Holders	33
Item 6	Exhibits	34
	Signatures	35

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this report are forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may materially differ from those projected by any forward-looking statements and our common stock price may be subject to significant fluctuations.

Certain of such risks and uncertainties, including risks and uncertainties associated with the proposed acquisition of our Company by affiliates of Cerberus Capital Management, L.P., as reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2007, are referred to below in Part II under “Item 1A—Risk Factors”, and described therein and/or in our Annual Report on Form 10-K for the year ended December 31, 2006. You should carefully consider such described risks and uncertainties, as well as the other information contained in this report.

You should also note that our forward-looking statements contained in this report speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. 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.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in millions, except per share data)

	June 30, 2007		June 30, 2006			December 31, 2006
ASSETS
Cash and cash equivalents	$	104	$	208		$	119
Accounts receivable, net of allowance for doubtful accounts of $25, $39 and $34 at June 30, 2007, June 30, 2006 and December 31, 2006, respectively		553		497			502
Inventory		162		172			139
Assets of discontinued operation		—		160			107
Prepaid expenses and other assets		61		60			56
Deferred taxes		48		63			82
Total current assets		928		1,160			1,005
Rental equipment, net		2,882		2,661			2,561
Property and equipment, net		399		320			359
Goodwill and other intangible assets, net		1,397		1,372			1,376
Other long-term assets		62		80			65
Total assets	$	5,668	$	5,593		$	5,366
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current maturities of long-term debt	$	121	$	26		$	37
Accounts payable		348		280			218
Accrued expenses and other liabilities		263		271			322
Liabilities related to discontinued operation		—		32			22
Total current liabilities		732		609			599
Long-term debt		2,509		2,868			2,519
Subordinated convertible debentures		146		222			146
Deferred taxes		449		354			463
Other long-term liabilities		130		138			101
Total liabilities		3,966		4,191			3,828
Preferred stock—$0.01 par value, 5,000,000 shares authorized:
Series C perpetual convertible preferred stock—$1,000 per share liquidation preference, 300,000 shares issued and outstanding at June 30, 2007, June 30, 2006 and December 31, 2006		—		—			—
Series D perpetual convertible preferred stock—$1,000 per share liquidation preference, 150,000 shares issued and outstanding at June 30, 2007, June 30, 2006 and December 31, 2006		—		—			—
Common stock—$0.01 par value, 500,000,000 shares authorized, 82,983,626, 80,620,652 and 81,178,663 shares issued and outstanding at June 30, 2007, June 30, 2006 and December 31, 2006, respectively		1		1			1
Additional paid-in capital		1,457		1,417			1,421
Retained earnings (accumulated deficit)		166		(79	)		69
Accumulated other comprehensive income		78		63			47
Total stockholders’ equity		1,702		1,402			1,538
	$	5,668	$	5,593		$	5,366

See accompanying notes.

4

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in millions, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Revenues:
Equipment rentals	$	660		$	630		$	1,228		$	1,181
Sales of rental equipment		83			84			165			161
New equipment sales		67			61			121			112
Contractor supplies sales		111			103			205			186
Service and other revenues		45			41			88			78
Total revenues		966			919			1,807			1,718
Cost of revenues:
Cost of equipment rentals, excluding depreciation		301			284			582			554
Depreciation of rental equipment		108			100			210			197
Cost of rental equipment sales		60			59			118			113
Cost of new equipment sales		56			51			100			93
Cost of contractor supplies sales		89			85			167			152
Cost of service and other revenue		21			19			40			38
Total cost of revenues		635			598			1,217			1,147
Gross profit		331			321			590			571
Selling, general and administrative expenses		147			151			295			297
Non-rental depreciation and amortization		13			17			25			27
Operating income		171			153			270			247
Interest expense, net		55			51			102			100
Interest expense—subordinated convertible debentures		3			3			5			7
Other (income) expense, net		(3	)		(1	)		(3	)		—
Income from continuing operations before provision for income taxes		116			100			166			140
Provision for income taxes		49			41			67			56
Income from continuing operations		67			59			99			84
Loss from discontinued operation, net of taxes		—			(3	)		(2	)		(8	)
Net income	$	67		$	56		$	97		$	76
Basic earnings available to common stockholders:
Income from continuing operations	$	0.68		$	0.62		$	1.01		$	0.88
Loss from discontinued operation		—			(0.03	)		(0.02	)		(0.08	)
Net income	$	0.68		$	0.59		$	0.99		$	0.80
Diluted earnings available to common stockholders:
Income from continuing operations	$	0.60		$	0.54		$	0.90		$	0.78
Loss from discontinued operation		—			(0.03	)		(0.02	)		(0.07	)
Net income	$	0.60		$	0.51		$	0.88		$	0.71

See accompanying notes.

5

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in millions)

					Common Stock
	Series C Perpetual Convertible Preferred Stock		Series D Perpetual Convertible Preferred Stock		Number of Shares	Amount		Additional Paid-in Capital			Retained Earnings		Comprehensive Income		Accumulated Other Comprehensive Income
Balance, December 31, 2006	$	—	$	—	81	$	1	$	1,421		$	69			$	47
Comprehensive income:
Net income												97	$	97
Other comprehensive income:
Foreign currency translation adjustments														31		31
Comprehensive income													$	128
Exercise of common stock options					2		—		17
Amortization of stock compensation									12
Excess tax benefits from share-based payment arrangements									10
Forfeiture of stock compensation									(2	)
Shares repurchased and retired									(1	)
Balance, June 30, 2007	$	—	$	—	83	$	1	$	1,457		$	166			$	78

See accompanying notes.

6

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in millions)

	Six Months Ended June 30,
	2007			2006
Cash Flows From Operating Activities:
Income from continuing operations	$	99		$	84
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		235			224
Amortization of deferred financing costs		5			5
Gain on sales of rental equipment		(47	)		(48	)
Gain on sales of non-rental equipment		(2	)		(1	)
Non-cash adjustments to equipment		—			9
Amortization of deferred compensation		10			5
Increase in deferred taxes		20			46
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(50	)		16
Increase in inventory		(23	)		(17	)
(Increase) decrease in prepaid expenses and other assets		(8	)		3
Increase in accounts payable		130			57
Decrease in accrued expenses and other liabilities		(46	)		(13	)
Net cash provided by operating activities—continuing operations		323			370
Net cash provided by (used in) operating activities—discontinued operation		6			(1	)
Net cash provided by operating activities		329			369
Cash Flows From Investing Activities:
Purchases of rental equipment		(604	)		(623	)
Purchases of non-rental equipment		(53	)		(27	)
Proceeds from sales of rental equipment		165			161
Proceeds from sales of non-rental equipment		7			9
Proceeds from sale of discontinued operation		68			—
Purchases of other companies		(21	)		(39	)
Net cash used in investing activities—continuing operations		(438	)		(519	)
Net cash provided by (used in) investing activities—discontinued operation		1			(5	)
Net cash used in investing activities		(437	)		(524	)
Cash Flows From Financing Activities:
Proceeds from debt		227			—
Payments on debt		(165	)		(15	)
Proceeds from the exercise of common stock options		17			63
Shares repurchased and retired		(1	)		(1	)
Excess tax benefits from share-based payment arrangements		10			—
Net cash provided by financing activities		88			47
Effect of foreign exchange rates		5			—
Net decrease in cash and cash equivalents		(15	)		(108	)
Cash and cash equivalents at beginning of period		119			316
Cash and cash equivalents at end of period	$	104		$	208

See accompanying notes.

7

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data unless otherwise indicated)

1. Organization and Basis of Presentation

General

United Rentals, Inc. (“Holdings,” “United Rentals” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary, United Rentals (North America), Inc. (“URNA”), and subsidiaries of URNA. Holdings’ primary asset is its sole ownership of all issued and outstanding shares of common stock of URNA. URNA’s various credit agreements and debt instruments place restrictions on its ability to transfer funds to its shareholder.

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and others in the United States, Canada and Mexico. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service.

In April 2007, we announced that our board of directors had authorized the commencement of a process to explore a broad range of strategic alternatives to maximize shareholder value, including a possible sale of the Company, and had retained financial advisors in this process. On July 23, 2007, we announced that we had signed a definitive merger agreement to be acquired by affiliates of Cerberus Capital Management, L.P. (“Cerberus”), in a transaction valued at approximately $6.6 billion, inclusive of approximately $2.6 billion in outstanding debt obligations. Completion of the transaction is subject to customary closing conditions, including approval of the transaction by our stockholders and regulatory review. Stockholders will be asked to vote on the proposed transaction at a special meeting that will be held on a date to be announced. Holders of the Company’s preferred stock, including affiliates of Apollo Management, L.P., have agreed to vote their shares, which represent approximately 18 percent of the voting power of the capital stock of United Rentals, in favor of the merger. Under the merger agreement, we may continue to solicit proposals for alternative transactions from third parties through August 31, 2007. For more detailed information, see our Current Report on
Form 8-K, filed with the SEC on July 24, 2007. See also “Item 1 – Legal Proceedings” in Part II below for a description of a lawsuit filed following our announcement of the transaction.

We have prepared the accompanying unaudited condensed consolidated interim financial statements in accordance with the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Form 10-K”) and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the 2006 Form 10-K. Certain reclassifications have been made to prior year financial information to conform to the current year presentation.

In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of financial position, operating results and cash flows for the interim periods presented have been made. Interim results of operations are not necessarily indicative of the results of the full year.

Discontinued Operation

In December 2006, we entered into a definitive agreement to sell our traffic control business to HTS Acquisition, Inc., an entity newly-formed by affiliates of private equity investors Wynnchurch Capital Partners and Oak Hill Special Opportunities Fund, L.P. The transaction closed in February 2007 and we received net proceeds of $68, subject to post-closing adjustment.

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the results of operations of our traffic control business have been reported as a discontinued operation in the condensed consolidated statements of operations. The assets and liabilities associated with the traffic control business have also been classified separately in our condensed consolidated balance sheets. Additionally, our condensed consolidated statements of cash flows separately report the cash flows of the discontinued operation within the operating and investing sections. Revenues related to our discontinued operation were approximately $0 and $75 for the three months ended June 30, 2007 and 2006, respectively, and $20 and $122 for the six months ended June 30, 2007 and 2006, respectively. During the three months ended June 30, 2007 and 2006, we reported a loss from our discontinued operation of $0 ($0 after-tax) and $4 ($3 after-tax), respectively. During the six months ended June 30, 2007 and 2006, we reported a loss from our discontinued operation of $4 ($2 after tax) and $11 ($8 after tax), respectively.

8

Accounting Change

We adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109, on January 1, 2007. We did not record any unrecognized income tax benefits as a result of the implementation of FIN 48. At the adoption date of January 1, 2007, we had $6 of unrecognized tax benefits. For the three and six months ended June 30, 2007, there were no material changes to our unrecognized tax benefits.

Consistent with the classification in prior years, the Company classifies interest and penalties related to uncertain income tax positions in interest expense and selling, general, and administrative expenses, respectively, in its condensed consolidated statements of operations. At the date of adoption, approximately $1 of interest expense and $0 of penalties are included in accrued expenses and other liabilities on our condensed consolidated balance sheet. For the three and six months ended June 30, 2007, $0.1 and $0.1 of interest expense related to income tax was reflected in our condensed consolidated statements of operations, respectively.

We file income tax returns in the U.S. and in several foreign jurisdictions. With few exceptions, we have completed our domestic and international income tax examinations, or the statute of limitations has expired in the respective jurisdictions, for years before 2003. In the second quarter of 2007, the Internal Revenue Service completed an examination of our U.S. Federal income tax returns for tax years 2003 and 2004 which did not impact our unrecognized tax benefits. The IRS also commenced an audit of the 2005 taxable year during the second quarter of 2007. In addition, our Canadian operating subsidiary is currently under examination for tax years 2003 through 2005. Included in the balance of unrecognized tax benefits at January 1, 2007 are certain tax positions for which it is reasonably possible that the total amounts of the unrecognized tax benefits for those tax positions could significantly change during the next twelve months. However, based on the status of the ongoing audit examinations and alternative settlement options available to the Company for certain of these tax positions, which could include legal proceedings, it is not possible to estimate the amount or timing of any such change to the previously recorded uncertain tax positions. Other than as discussed above, there have been no significant changes to the status of these audit examinations and settlement proceedings during the three and six month periods ended June 30, 2007.

New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of SFAS 115”, which allows for the option to measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of this statement.

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements,” which is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. This statement provides a single definition of fair value, together with a framework for measuring it, and requires new additional disclosure about the use of fair value to measure assets and liabilities. This statement also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. While this statement does not add any new fair value measurements, it may change current practice. We are currently evaluating the potential impact of this statement.

In June 2006, the FASB ratified the consensus reached on EITF Issue No. 06-03, “How Sales Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (that is, Gross Versus Net Presentation)” (“EITF 06-03”). The EITF reached a consensus that the presentation of taxes on either a gross or net basis is an accounting policy decision that requires disclosure. EITF 06-03 is effective for our fiscal year beginning January 1, 2007. Sales tax amounts collected from customers have been recorded on a net basis. The adoption of EITF 06-03 did not have any effect on our financial position or results of operations.

2. Segment Information

Our reportable segments are general rentals and trench safety, pump and power. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities and homeowners. The general rentals segment operates throughout the United States and Canada and has one location in Mexico. The trench safety, pump and power segment includes the rental of specialty construction products and related services. The trench safety, pump and power segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates in the United States and has one location in Canada. These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment operating results.

9

Operating segment revenues and profitability for the three and six months ended June 30, 2007 and 2006 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Total reportable segment revenues
General rentals	$	908	$	864	$	1,700	$	1,614
Trench safety, pump and power		58		55		107		104
Total revenues	$	966	$	919	$	1,807	$	1,718
Total reportable segment depreciation and amortization expense
General rentals	$	115	$	111	$	223	$	213
Trench safety, pump and power		6		6		12		11
Total depreciation and amortization expense	$	121	$	117	$	235	$	224
Reportable segment operating income
General rentals	$	156	$	141	$	245	$	222
Trench safety, pump and power		15		12		25		25
Segment operating income	$	171	$	153	$	270	$	247
Total reportable segment capital expenditures
General rentals					$	637	$	621
Trench safety, pump and power						20		29
Total capital expenditures					$	657	$	650

	June 30, 2007		June 30, 2006		December 31, 2006
Total assets
General rentals	$	5,505	$	5,285	$	5,112
Trench safety, pump and power		163		148		147
Assets of discontinued operation		—		160		107
Total assets	$	5,668	$	5,593	$	5,366

3. Acquisitions

In February 2007, we acquired High Reach Equipment Services, LLC (“High Reach”). High Reach had one aerial equipment branch in Georgia and 2006 revenues of approximately $11. The aggregate purchase price for this acquisition was approximately $21. Pro forma combined results of operations giving effect to this acquisition would not vary materially from historical results.

4. Goodwill and Other Intangible Assets

The carrying amount of the Company’s goodwill was $1,350, $1,341 and $1,338 at June 30, 2007, June 30, 2006 and December 31, 2006, respectively. We are required to review our goodwill for impairment annually as of a scheduled review date. However, if events or circumstances suggest that goodwill could be impaired, we may be required to conduct an earlier review. The scheduled review date is October 1 of each year.

Other intangible assets consist of customer relationships and non-compete agreements and are amortized over periods ranging from three to 12 years. Amortization expense for other intangible assets was $1 for each of the three months ended June 30, 2007 and 2006, and $3 and $2 for the six months ended June 30, 2007 and 2006, respectively. The cost of other intangible assets and the related accumulated amortization as of June 30, 2007 was as follows:

	June 30, 2007
Gross carrying amount	$	79
Accumulated amortization		(32	)
Net amount	$	47

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5. Legal and Regulatory Matters

SEC Non-Public Fact Finding Inquiry and Special Committee Review

In August 2004, the Company received a letter from the SEC in which the SEC referred to an inquiry of the Company. The letter transmitted a subpoena requesting certain of the Company’s documents. The letter and the subpoena referred to an SEC investigation entitled In the Matter of United Rentals, Inc. The notice from the SEC stated that the inquiry did not mean that the SEC had concluded that the Company or anyone else had broken the law or that the SEC had a negative opinion of any person, entity or security. The inquiry appeared to relate to a broad range of the Company's accounting practices and was not confined to a specific period.

In March 2005, the Company’s board of directors formed the Special Committee to review matters related to the SEC inquiry. The Special Committee retained independent counsel. The board of directors received and acted upon findings of the Special Committee in January 2006. The actions that the Company took with respect to the Special Committee’s findings and actions that the Company took with respect to certain other accounting matters, including the restatement of previously issued consolidated financial statements for 2003 and 2002, are discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Form 10-K”). The Company has provided documents in response to SEC subpoenas and informal requests as well as to the Special Committee, which has, in turn, provided documents to the SEC.

In July 2007, the Company received a letter from the staff of the SEC stating that the staff intends to recommend that the Commission authorize the staff to file an injunctive action against the Company for alleged violations of provisions relating to the maintenance of books and records, internal accounting controls, periodic filing requirements, as well as antifraud provisions as set forth in Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13 and 13b2-1 thereunder. The letter states that the relief the staff may recommend includes permanent injunctions and civil penalties. Under SEC procedures, the Company has the opportunity to respond to the SEC staff before the staff makes a formal recommendation as to whether any action should be brought by the SEC. The staff’s letter also states that the staff intends to request authorization to engage in settlement discussions with the Company. The Company intends to continue cooperating fully with the SEC in this matter.

The U.S. Attorney’s office has also requested information from the Company informally and by subpoena about matters related to the SEC inquiry. The Company is also cooperating fully with this office.

The Company cannot predict the outcome of these inquiries or when these matters might be resolved.

Shareholder Class Action Lawsuits and Derivative Litigation

Following the Company’s public announcement of the SEC inquiry, three purported class action lawsuits were filed against the Company in the United States District Court for the District of Connecticut. The plaintiff in each of the lawsuits initially sought to sue on behalf of a purported class comprised of purchasers of the Company’s securities from October 23, 2003 to August 30, 2004. The lawsuits initially named as the defendants the Company, its chairman, its vice chairman and then chief executive officer, its former president and chief financial officer, and its former corporate controller. These initial complaints alleged, among other things, that certain of the Company’s SEC filings and other public statements contained false and misleading statements which resulted in damages to the plaintiffs and the members of the purported class when they purchased the Company’s securities. On the basis of those allegations, plaintiffs in each action asserted claims (a) against all defendants under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and (b) against one or more of the individual defendants under Section 20(a) of the Exchange Act. The complaints sought unspecified compensatory damages, costs and expenses. On February 1, 2005, the Court entered an

11

order consolidating the three actions. On November 8, 2005, the Court appointed City of Pontiac Policeman’s and Fireman’s Retirement System as lead plaintiff for the purported class. The consolidated action is now entitled In re United Rentals, Inc. Securities Litigation.

On June 5, 2006, pursuant to a schedule agreed to by the parties and approved by the Court, lead plaintiff filed a consolidated amended complaint, which (a) added allegations relating to, among other things, the conclusions of the Special Committee and other matters disclosed in the 2005 Form 10-K, (b) amended the purported class period to include purchasers of the Company’s securities from February 28, 2001 to August 30, 2004 and (c) named as an additional defendant the Company’s first chief financial officer. In September 2006, the Company and certain of the individual defendants moved to dismiss the consolidated amended complaint in this action. Briefing with respect to these motions is now complete. The Company intends to continue to defend against this action vigorously. At this stage of the litigation, it is not possible to estimate the amount of loss or range of possible loss that might result from an adverse judgment or a settlement of this matter.

In January 2005 an alleged shareholder filed an action in Connecticut State Superior Court, Judicial District of Norwalk/Stamford at Stamford, purportedly suing derivatively on the Company’s behalf. The action, entitled Gregory Riegel v. John N. Milne, et al., named as defendants certain of the Company’s current and/or former directors and/or officers, and named the Company as a nominal defendant. The complaint asserted, among other things, that the defendants breached their fiduciary duties to the Company by causing or allowing the Company to disseminate misleading and inaccurate information to shareholders and the market and by failing to establish and maintain adequate accounting controls, thus exposing the Company to damages. The complaint seeks unspecified compensatory damages, costs and expenses against the defendants. The parties to the Riegel action have agreed that the proceedings in this action will be stayed pending the resolution of the motions to dismiss in the purported shareholder class actions.

In November 2004 the Company received a letter from counsel for an alleged shareholder, raising allegations similar to the ones set forth in the derivative complaint described above and demanding that the Company take action in response to those allegations against certain of the Company’s current and/or former directors and/or officers. Following receipt of the letter, the Company’s board of directors formed a special committee to consider the letter. In August 2005, this alleged shareholder commenced an action in Connecticut State Superior Court, Judicial District of Norwalk/Stamford at Stamford, purporting to sue derivatively on the Company’s behalf. The action, entitled Nathan Brundridge v. Leon D. Black, et al., initially named as defendants certain of the Company’s current and/or former directors and/or officers, and named the Company as a nominal defendant. The initial complaint in this action asserted, among other things, that all of the defendants breached fiduciary obligations to the Company by causing or allowing the Company to disseminate misleading and inaccurate information to shareholders and the market, and by failing to establish and maintain adequate accounting controls, thus exposing the Company to damages. The initial complaint in this action also asserted a claim for unjust enrichment against the Company’s chairman and its vice chairman and then chief executive officer. The initial complaint sought unspecified compensatory damages, equitable relief, costs and expenses against all of the defendants. The initial complaint also sought an order, in connection with plaintiff’s unjust enrichment claim, directing the defendants against whom that claim was asserted to disgorge certain compensation they received from the Company with respect to fiscal years 2001, 2002 and 2003.

On June 5, 2006, pursuant to a schedule agreed to by the parties and approved by the Court, plaintiff in the Brundridge action filed an amended complaint, which (a) added allegations relating to, among other things, the conclusions of the Special Committee and other matters disclosed in the 2005 Form 10-K, and (b) named as an additional defendant the Company’s former president and chief financial officer and asserted the same claims against him as it previously asserted and continued to assert against the Company’s chairman and its vice chairman and then chief executive officer. In September 2006, the Company and certain of the individual defendants moved to dismiss the amended complaint in this action. In December 2006, plaintiff in this action filed its opposition to these motions to dismiss. Subsequently, the parties agreed that the proceedings in this action will be stayed pending resolution of the motions to dismiss in the purported shareholder class actions. The parties’ agreement provides that any party may terminate the stay at any time on 30 days’ written notice to the Court and all other parties, and defendants will have an opportunity to submit reply papers in further support of their motions to dismiss this action after the termination of the stay.

In August 2005 another alleged shareholder filed an action in the United States District Court for the District of Connecticut, purporting to sue derivatively on the Company’s behalf. The action, entitled Natalie Gordon v. Wayland R. Hicks, et al., named as defendants certain of the Company’s current and/or former directors and/or officers, and named the Company as a nominal defendant. The initial complaint in this action asserted claims against each of the defendants for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. Each of these claims is premised on, among other things, the theory that the individual defendants caused or permitted the Company to disseminate misleading and inaccurate information to shareholders and to the market, and failed to establish and maintain

12

adequate accounting controls, thus exposing the Company to damages. The initial complaint also asserted (a) a claim that a former director breached fiduciary obligations by selling shares of the Company’s common stock while in possession of material, non-public information, and (b) a claim against the Company’s chairman, its vice chairman and then chief executive officer, and its former president and chief financial officer for recovery of certain incentive-based compensation under section 304 of the Sarbanes-Oxley Act. The initial complaint sought unspecified compensatory damages, equitable relief, restitution, costs and expenses against all of the defendants. The initial complaint also sought an order declaring that the defendants against whom the section 304 claim was directed are liable under the Sarbanes-Oxley Act and directing them to reimburse the Company for all bonuses or other incentive-based or equity-based compensation they received for the fiscal years 1999 through 2004.

On June 5, 2006, pursuant to a schedule agreed to by the parties and approved by the Court, plaintiff in the Gordon action filed an amended complaint, which (a) added allegations relating to, among other things, the conclusions of the Special Committee and other matters disclosed in the 2005 Form 10-K, and (b) named as additional defendants certain other of the Company’s current and/or former directors and/or officers. The amended complaint also asserted an additional claim against certain of the Company’s current and/or former directors for violation of Section 14(a) of the Exchange Act. In September 2006, the Company and certain of the individual defendants moved to dismiss the amended complaint in this action. Briefing with respect to these motions is now complete.

We are also subject to a number of claims and proceedings that generally arise in the ordinary conduct of our business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and auto claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals for matters where we have established them, we currently believe that any liabilities ultimately resulting from these claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Reference is also made to “Item 1 – Legal Proceedings” in Part II below for a description of a lawsuit filed following our July 23, 2007 announcement of the merger agreement with affiliates of Cerberus.

13

6. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding and, if dilutive, the Series C and Series D preferred shares as if converted to common shares since such shares are participating securities. Diluted earnings per share includes the impact of other diluted securities. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2007		2006			2007			2006
Numerator:
Income from continuing operations	$	67	$	59		$	99		$	84
Loss from discontinued operation, net of taxes		—		(3	)		(2	)		(8	)
Net income		67		56			97			76
Convertible debt interest		1		—			1			1
Subordinated convertible debt interest		1		2			3			—
Net income available to common stockholders	$	69	$	58		$	101		$	77
Denominator:
Weighted-average common shares		82,185		79,430			81,722			78,374
Series C preferred		12,000		12,000			12,000			12,000
Series D preferred		5,000		5,000			5,000			5,000
Denominator for basic earnings per share—weighted-average		99,185		96,430			98,722			95,374
Effect of dilutive securities:
Employee stock options and warrants		5,442		6,912			5,253			6,974
Convertible shares		6,461		6,461			6,461			6,461
Subordinated convertible debentures		3,342		5,078			3,342			—
Restricted stock units and other		538		152			496			142
Denominator for dilutive earnings per share—adjusted weighted-average shares		114,968		115,033			114,274			108,951
Basic earnings available to common stockholders:
Income from continuing operations	$	0.68	$	0.62		$	1.01		$	0.88
Loss from discontinued operation		—		(0.03	)		(0.02	)		(0.08	)
Net income	$	0.68	$	0.59		$	0.99		$	0.80
Diluted earnings available to common stockholders:
Income from continuing operations	$	0.60	$	0.54		$	0.90		$	0.78
Loss from discontinued operation		—		(0.03	)		(0.02	)		(0.07	)
Net income	$	0.60	$	0.51		$	0.88		$	0.71

14

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

7. Condensed Consolidating Financial Information of Guarantor Subsidiaries

URNA is 100 percent owned by Holdings (the “Parent”) and has outstanding (i) certain indebtedness that is guaranteed by the Parent and (ii) certain indebtedness that is guaranteed by both Parent and substantially all of URNA’s United States subsidiaries (the “guarantor subsidiaries”). However, this indebtedness is not guaranteed by URNA’s foreign subsidiaries and certain of its United States subsidiaries (the “non-guarantor subsidiaries”). The guarantor subsidiaries are all 100 percent-owned and the guarantees are made on a joint and several basis and are full and unconditional (subject to subordination provisions and subject to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws). Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors; however, condensed consolidating financial information is presented. The condensed consolidating financial information of the Company and its subsidiaries is as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

June 30, 2007

	Parent		URNA		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	—	$	25		$	79		$	—		$	104
Accounts receivable, net		—		20		(22	)		555			—			553
Intercompany receivable (payable)		—		438		84			(522	)		—			—
Inventory		—		78		64			20			—			162
Prepaid expenses and other assets		—		13		44			4			—			61
Deferred taxes		—		48		—			—			—			48
Total current assets		—		597		195			136			—			928
Rental equipment, net		—		1,560		1,018			304			—			2,882
Property and equipment, net		44		120		200			35			—			399
Investments in subsidiaries		1,797		2,454		—			—			(4,251	)		—
Goodwill and other intangible assets, net		—		186		1,065			146			—			1,397
Other non-current assets		7		45		10			—			—			62
Total assets	$	1,848	$	4,962	$	2,488		$	621		$	(4,251	)	$	5,668
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	—	$	121	$	—		$	—		$	—		$	121
Accounts payable		—		153		153			42			—			348
Accrued expenses and other liabilities		—		229		106			11			(83	)		263
Total current liabilities		—		503		259			53			(83	)		732
Long-term debt		—		2,248		11			250			—			2,509
Subordinated convertible debentures		146		—		—			—			—			146
Deferred taxes		—		423		(9	)		35			—			449
Other liabilities		—		74		56			—			—			130
Total liabilities		146		3,248		317			338			(83	)		3,966
Total stockholders' equity		1,702		1,714		2,171			283			(4,168	)		1,702
Total liabilities and equity	$	1,848	$	4,962	$	2,488		$	621		$	(4,251	)	$	5,668

15

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING BALANCE SHEET

June 30, 2006

	Parent		URNA		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	130	$	69		$	9		$	—		$	208
Accounts receivable, net		—		12		(26	)		511			—			497
Intercompany receivable (payable)		—		639		(108	)		(531	)		—			—
Inventory		—		81		69			22			—			172
Assets of discontinued operation		—		—		160			—			—			160
Prepaid expenses and other assets		—		5		55			—			—			60
Deferred taxes		—		63		—			—			—			63
Total current assets		—		930		219			11			—			1,160
Rental equipment, net		—		1,437		969			255			—			2,661
Property and equipment, net		42		83		173			22			—			320
Investments in subsidiaries		1,572		2,254		—			—			(3,826	)		—
Goodwill and other intangible assets, net		—		168		1,064			140			—			1,372
Other non-current assets		10		57		12			1			—			80
Total assets	$	1,624	$	4,929	$	2,437		$	429		$	(3,826	)	$	5,593
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	—	$	26	$	—		$	—		$	—		$	26
Accounts payable		—		79		168			33			—			280
Accrued expenses and other liabilities		—		170		167			11			(77	)		271
Liabilities related to discontinued operation		—		—		32			—			—			32
Total current liabilities		—		275		367			44			(77	)		609
Long-term debt		—		2,718		7			143			—			2,868
Subordinated convertible debentures		222		—		—			—			—			222
Deferred taxes		—		346		(31	)		39			—			354
Other liabilities		—		95		43			—			—			138
Total liabilities		222		3,434		386			226			(77	)		4,191
Total stockholders' equity		1,402		1,495		2,051			203			(3,749	)		1,402
Total liabilities and equity	$	1,624	$	4,929	$	2,437		$	429		$	(3,826	)	$	5,593

16

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2006

	Parent		URNA		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	40	$	3		$	76		$	—		$	119
Accounts receivable, net		—		9		7			486			—			502
Intercompany receivable (payable)		—		373		144			(517	)		—			—
Inventory		—		66		57			16			—			139
Assets of discontinued operation		—		—		107			—			—			107
Prepaid expenses and other assets		8		8		37			3			—			56
Deferred taxes		—		82		—			—			—			82
Total current assets		8		578		355			64			—			1,005
Rental equipment, net		—		1,427		891			243			—			2,561
Property and equipment, net		38		97		194			30			—			359
Investments in subsidiaries		1,638		2,352		—			—			(3,990	)		—
Goodwill and other intangible assets, net		—		177		1,065			134			—			1,376
Other non-current assets		—		52		13			—			—			65
Total assets	$	1,684	$	4,683	$	2,518		$	471		$	(3,990	)	$	5,366
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	—	$	37	$	—		$	—		$	—		$	37
Accounts payable		—		72		118			28			—			218
Accrued expenses and other liabilities		—		176		198			22			(74	)		322
Liabilities related to discontinued operation		—		—		22			—			—			22
Total current liabilities		—		285		338			50			(74	)		599
Long-term debt		—		2,350		7			162			—			2,519
Subordinated convertible debentures		146		—		—			—			—			146
Deferred taxes		—		440		(9	)		32			—			463
Other liabilities		—		44		57			—			—			101
Total liabilities		146		3,119		393			244			(74	)		3,828
Total stockholders' equity		1,538		1,564		2,125			227			(3,916	)		1,538
Total liabilities and equity	$	1,684	$	4,683	$	2,518		$	471		$	(3,990	)	$	5,366

17

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2007

	Parent			URNA		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Other and Eliminations			Total
Revenues:
Equipment rentals	$	—		$	329	$	260	$	71		$	—		$	660
Sales of rental equipment		—			43		30		10			—			83
New equipment sales		—			32		25		10			—			67
Contractor supplies sales		—			46		51		14			—			111
Service and other revenues		—			23		16		6			—			45
Total revenues		—			473		382		111			—			966
Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			143		122		36			—			301
Depreciation of rental equipment		—			55		41		12			—			108
Cost of rental equipment sales		—			32		21		7			—			60
Cost of new equipment sales		—			26		21		9			—			56
Cost of contractor supplies sales		—			38		39		12			—			89
Cost of service and other revenues		—			11		7		3			—			21
Total cost of revenues		—			305		251		79			—			635
Gross profit		—			168		131		32			—			331
Selling, general and administrative expenses		—			53		75		19			—			147
Non-rental depreciation and amortization		2			6		4		1			—			13
Operating income		(2	)		109		52		12			—			171
Interest expense, net		—			53		—		2			—			55
Interest expense- subordinated convertible debentures		3			—		—		—			—			3
Other expense (income), net		—			11		3		(17	)		—			(3	)
Income from continuing operations before provision for income taxes		(5	)		45		49		27			—			116
Provision for income taxes		(2	)		20		20		11			—			49
Income from continuing operations		(3	)		25		29		16			—			67
Loss from discontinued operation, net of taxes		—			—		—		—			—			—
Income (loss) before equity in net earnings of subsidiaries		(3	)		25		29		16			—			67
Equity in net earnings of subsidiaries		70			45		—		—			(115	)		—
Net income (loss)	$	67		$	70	$	29	$	16		$	(115	)	$	67

18

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2006

	Parent			URNA		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
Revenues:
Equipment rentals	$	—		$	314	$	256		$	60		$	—		$	630
Sales of rental equipment		—			46		31			7			—			84
New equipment sales		—			28		24			9			—			61
Contractor supplies sales		—			41		50			12			—			103
Service and other revenues		—			22		14			5			—			41
Total revenues		—			451		375			93			—			919
Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			140		111			33			—			284
Depreciation of rental equipment		—			51		38			11			—			100
Cost of rental equipment sales		—			32		22			5			—			59
Cost of new equipment sales		—			23		21			7			—			51
Cost of contractor supplies sales		—			36		39			10			—			85
Cost of service and other revenues		—			11		5			3			—			19
Total cost of revenues		—			293		236			69			—			598
Gross profit		—			158		139			24			—			321
Selling, general and administrative expenses		—			64		67			20			—			151
Non-rental depreciation and amortization		3			9		4			1			—			17
Operating income		(3	)		85		68			3			—			153
Interest expense, net		—			47		1			3			—			51
Interest expense- subordinated convertible debentures		3			—		—			—			—			3
Other expense (income), net		—			3		4			(8	)		—			(1	)
Income from continuing operations before provision for income taxes		(6	)		35		63			8			—			100
Provision for income taxes		(3	)		14		24			6			—			41
Income from continuing operations		(3	)		21		39			2			—			59
Loss from discontinued operation, net of taxes		—			—		(3	)		—			—			(3	)
Income (loss) before equity in net earnings of subsidiaries		(3	)		21		36			2			—			56
Equity in net earnings of subsidiaries		59			38		—			—			(97	)		—
Net income (loss)	$	56		$	59	$	36		$	2		$	(97	)	$	56

19

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2007

	Parent			URNA		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
Revenues:
Equipment rentals	$	—		$	609	$	490		$	129		$	—		$	1,228
Sales of rental equipment		—			84		62			19			—			165
New equipment sales		—			59		44			18			—			121
Contractor supplies sales		—			85		95			25			—			205
Service and other revenues		—			45		33			10			—			88
Total revenues		—			882		724			201			—			1,807
Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			279		237			66			—			582
Depreciation of rental equipment		—			107		80			23			—			210
Cost of rental equipment sales		—			62		43			13			—			118
Cost of new equipment sales		—			47		38			15			—			100
Cost of contractor supplies sales		—			73		72			22			—			167
Cost of service and other revenues		—			22		13			5			—			40
Total cost of revenues		—			590		483			144			—			1,217
Gross profit		—			292		241			57			—			590
Selling, general and administrative expenses		—			113		142			40			—			295
Non-rental depreciation and amortization		4			10		9			2			—			25
Operating income		(4	)		169		90			15			—			270
Interest expense, net		—			98		—			4			—			102
Interest expense- subordinated convertible debentures		5			—		—			—			—			5
Other expense (income), net		—			20		8			(31	)		—			(3	)
Income from continuing operations before provision for income taxes		(9	)		51		82			42			—			166
Provision for income taxes		(4	)		22		32			17			—			67
Income from continuing operations		(5	)		29		50			25			—			99
Loss from discontinued operation, net of taxes		—			2		(4	)		—			—			(2	)
Income (loss) before equity in net earnings of subsidiaries		(5	)		31		46			25			—			97
Equity in net earnings of subsidiaries		102			71		—			—			(173	)		—
Net income (loss)	$	97		$	102	$	46		$	25		$	(173	)	$	97

20

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2006

	Parent			URNA		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
Revenues:
Equipment rentals	$	—		$	585	$	486		$	110		$	—		$	1,181
Sales of rental equipment		—			82		63			16			—			161
New equipment sales		—			54		42			16			—			112
Contractor supplies sales		—			76		89			21			—			186
Service and other revenues		—			43		26			9			—			78
Total revenues		—			840		706			172			—			1,718
Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			272		222			60			—			554
Depreciation of rental equipment		—			100		76			21			—			197
Cost of rental equipment sales		—			59		43			11			—			113
Cost of new equipment sales		—			44		36			13			—			93
Cost of contractor supplies sales		—			67		67			18			—			152
Cost of service and other revenues		—			21		12			5			—			38
Total cost of revenues		—			563		456			128			—			1,147
Gross profit		—			277		250			44			—			571
Selling, general and administrative expenses		—			123		139			35			—			297
Non-rental depreciation and amortization		5			10		8			4			—			27
Operating income		(5	)		144		103			5			—			247
Interest expense, net		—			94		1			5			—			100
Interest expense- subordinated convertible debentures		7			—		—			—			—			7
Other expense (income), net		—			7		7			(14	)		—			—
Income from continuing operations before provision for income taxes		(12	)		43		95			14			—			140
Provision for income taxes		(5	)		18		37			6			—			56
Income from continuing operations		(7	)		25		58			8			—			84
Loss from discontinued operation, net of taxes		—			—		(8	)		—			—			(8	)
Income (loss) before equity in net earnings of subsidiaries		(7	)		25		50			8			—			76
Equity in net earnings of subsidiaries		83			58		—			—			(141	)		—
Net income (loss)	$	76		$	83	$	50		$	8		$	(141	)	$	76

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Dollars in millions, except per share data unless otherwise indicated)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Six Months Ended June 30, 2007

	Parent			URNA			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
Net cash provided by operating activities—continuing operations	$	4		$	136		$	200		$	(17	)	$	—		$	323
Net cash provided by operating activities—discontinued operation		—			—			6			—			—			6
Net cash provided by (used in) operating activities		4			136			206			(17	)		—			329
Net cash (used in) provided by investing activities—continuing operations		(36	)		(184	)		(185	)		(61	)		28			(438	)
Net cash provided by investing activities—discontinued operation		—			—			1			—			—			1
Net cash (used in) provided by investing activities		(36	)		(184	)		(184	)		(61	)		28			(437	)
Net cash provided by (used in) financing activities		32			8			—			76			(28	)		88
Effect of foreign exchange rates		—			—			—			5			—			5
Net (decrease) increase in cash and cash equivalents		—			(40	)		22			3			—			(15	)
Cash and cash equivalents at beginning of period		—			40			3			76			—			119
Cash and cash equivalents at end of period	$	—		$	—		$	25		$	79		$	—		$	104

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Six Months Ended June 30, 2006

	Parent			URNA			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Total
Net cash provided by operating activities—continuing operations	$	2		$	160		$	164		$	44		$	—		$	370
Net cash used in operating activities—discontinued operation		—			—			(1	)		—			—			(1	)
Net cash provided by operating activities		2			160			163			44			—			369
Net cash (used in) provided by investing activities—continuing operations		(72	)		(275	)		(189	)		(46	)		63			(519	)
Net cash used in investing activities—discontinued operation		—			—			(5	)		—			—			(5	)
Net cash (used in) provided by investing activities		(72	)		(275	)		(194	)		(46	)		63			(524	)
Net cash provided by (used in) financing activities		70			45			(5	)		—			(63	)		47
Effect of foreign exchange rates		—			—			—			—			—			—
Net decrease in cash and cash equivalents		—			(70	)		(36	)		(2	)		—			(108	)
Cash and cash equivalents at beginning of period		—			200			105			11			—			316
Cash and cash equivalents at end of period	$	—		$	130		$	69		$	9		$	—		$	208

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions, except per share data and unless otherwise indicated)

Executive Overview

We are the largest equipment rental company in the world with an integrated network of 696 rental locations in the United States, Canada and Mexico. Although the equipment rental industry is highly fragmented and diverse, we believe we are well positioned to take advantage of this environment because as a larger company, we have more resources and certain competitive advantages over our smaller competitors. These advantages include greater purchasing power, the ability to provide customers with a broader range of equipment and services as well as with newer and better maintained equipment, and greater flexibility to transfer equipment among branches.

We offer for rent over 20,000 classes of rental equipment, including construction equipment, industrial and heavy machinery, aerial work platforms, trench safety equipment and homeowner items. Our revenues are derived from the following sources: equipment rentals, sales of rental (used) equipment, sales of new equipment, contractor supplies sales and service and other. Rental equipment revenues have historically accounted for approximately 70 percent of our total revenues.

In April 2007, we announced that our board of directors had authorized the commencement of a process to explore a broad range of strategic alternatives to maximize shareholder value, including a possible sale of the Company, and had retained financial advisors in this process. We also announced the retirement of our Chief Executive Officer, Wayland R. Hicks, effective following the conclusion of our 2007 Annual Meeting of Stockholders, which occurred on June 4, 2007, and the naming of Michael J. Kneeland as interim Chief Executive Officer effective upon Mr. Hicks’ retirement. On July 23, 2007, we announced that we had signed a definitive merger agreement to be acquired by affiliates of Cerberus Capital Management, L.P., in a transaction valued at approximately $6.6 billion, inclusive of approximately $2.6 billion in outstanding debt obligations. Completion of the transaction is subject to customary closing conditions, including approval of the transaction by our stockholders and regulatory review. Stockholders will be asked to vote on the proposed transaction at a special meeting that will be held on a date to be announced. Holders of the Company’s preferred stock, including affiliates of Apollo Management, L.P., have agreed to vote their shares, which represent approximately 18 percent of the voting power of the capital stock of United Rentals, in favor of the merger. Under the merger agreement, we may continue to solicit proposals for alternative transactions from third parties through August 31, 2007. For more detailed information, see our Current Report on Form 8-K, filed with the SEC on July 24, 2007.

In August 2004, we received notice from the SEC that it was conducting a non-public, fact-finding inquiry of the Company. The SEC inquiry appears to relate to a broad range of the Company’s accounting practices and is not confined to a specific period. In March 2005, our board of directors formed a Special Committee to review matters related to the SEC inquiry. The Special Committee retained independent counsel. The board of directors received and acted upon findings of the Special Committee in January 2006. The actions that we took with respect to the Special Committee’s findings, and actions that we took with respect to certain other accounting matters including the restatement of previously issued consolidated financial statements for 2003 and 2002, are discussed in our 2005 Form 10-K. The SEC inquiry is ongoing and we are continuing to cooperate fully with the SEC.

In July 2007, we received a letter from the staff of the SEC stating that the staff intends to recommend that the Commission authorize the staff to file an injunctive action against the Company for alleged violations of provisions relating to the maintenance of books and records, internal accounting controls, periodic filing requirements, as well as antifraud provisions as set forth in Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13 and 13b2-1 thereunder. The letter states that the relief the staff may recommend includes permanent injunctions and civil penalties. Under SEC procedures, we have the opportunity to respond to the SEC staff before the staff makes a formal recommendation as to whether any action should be brought by the SEC. The staff’s letter also states that the staff intends to request authorization to engage in settlement discussions with the Company. We intend to continue cooperating fully with the SEC in this matter.

The U.S. Attorney’s office has also requested information from us informally and by subpoena about matters related to the SEC inquiry. We are also cooperating fully with this office.

As discussed in note 5 to our unaudited condensed consolidated financial statements, in addition to the matters referenced above, we are also subject to certain ongoing class action and derivative suits. Although we have not accrued any amounts related to the ultimate disposition of these or the above matters to date, any liabilities resulting from an adverse judgment or settlement of such matters may be material to our results of operations and cash flows during the period incurred. Other costs associated with the SEC inquiry, the U.S. Attorney’s office inquiry and the class action and derivative suits, including reimbursement of attorneys’ fees incurred by indemnified officers and directors, are expensed as incurred.

Results of Operations

As discussed in note 2 to our unaudited condensed consolidated financial statements, our reportable segments are general rentals and trench safety, pump and power. The general rentals segment includes the rental of construction, aerial,

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industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities and homeowners. The general rentals segment operates throughout the United States and Canada and has one location in Mexico. The trench safety, pump and power segment includes the rental of specialty construction products and related services. The trench safety, pump and power segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates in the United States and has one location in Canada.

These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment operating results.

Our revenues and operating results fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.

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Revenues by segment were as follows:

	General rentals		Trench safety, pump and power		Total
Three months ended June 30, 2007
Equipment rentals	$	615	$	45	$	660
Sales of rental equipment		79		4		83
Sales of new equipment		63		4		67
Contractor supplies sales		107		4		111
Service and other		44		1		45
Total revenue	$	908	$	58	$	966
Three months ended June 30, 2006
Equipment rentals	$	588	$	42	$	630
Sales of rental equipment		81		3		84
Sales of new equipment		58		3		61
Contractor supplies sales		98		5		103
Service and other		39		2		41
Total revenue	$	864	$	55	$	919
Six months ended June 30, 2007
Equipment rentals	$	1,145	$	83	$	1,228
Sales of rental equipment		158		7		165
Sales of new equipment		114		7		121
Contractor supplies sales		197		8		205
Service and other		86		2		88
Total revenue	$	1,700	$	107	$	1,807
Six months ended June 30, 2006
Equipment rentals	$	1,100	$	81	$	1,181
Sales of rental equipment		155		6		161
Sales of new equipment		105		7		112
Contractor supplies sales		178		8		186
Service and other		76		2		78
Total revenue	$	1,614	$	104	$	1,718

Three months ended June 30, 2007 and 2006. Equipment rentals in 2007 of $660 increased $30, or 5 percent, reflecting a 3.7 percentage point increase in time utilization on a larger fleet, partially offset by a 1.2 percent decline in rental rates. Equipment rentals represented 68 percent of total revenues for the three months ended June 30, 2007. On a segment basis, equipment rentals represented approximately 68 percent and 78 percent of total revenues for general rentals and trench safety, pump and power, respectively. General rentals equipment rentals increased $27, or 5 percent, reflecting a 3.6 percent increase in same-store rental revenues. Trench safety, pump and power equipment rentals increased $3, reflecting increases from cold starts as well as a 1.0 percent increase in same-store rental revenues.

Six months ended June 30, 2007 and 2006. Equipment rentals in 2007 of $1,228 increased $47, or 4 percent, reflecting a 1.6 percentage point increase in time utilization on a larger fleet, partially offset by a 0.5 percent decline in rental rates. Equipment rentals represented 68 percent of total revenues for the six months ended June 30, 2007. On a segment basis, equipment rentals represented approximately 67 percent and 78 percent of total revenues for general rentals and trench safety, pump and power, respectively. General rentals equipment rentals increased $45, or 4 percent, reflecting a 3.2 percentage point increase in same-store rental revenues. Trench safety, pump and power equipment rentals increased $2, reflecting increases from cold starts. This benefit was partially offset by a 0.2 percentage point decline in same-store revenues, reflecting the absence of the benefit we received from hurricane-related business in the prior year period.

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Sales of rental equipment. For the three and six months ended June 30, 2007, sales of rental equipment represented 9 percent of our total revenues and our general rentals segment accounted for approximately 95 percent of these sales. Sales of rental equipment for trench safety, pump and power were insignificant. For the three and six months ended June 30, 2007, sales of rental equipment were flat.

Sales of new equipment. For the three and six months ended June 30, 2007, sales of new equipment represented 7 percent of our total revenues and our general rentals segment accounted for 94 percent of these sales. Sales of new equipment for trench safety, pump and power were insignificant. For the three and six months ended June 30, 2007, sales of new equipment increased 10 and 8 percent, respectively, reflecting increased pricing.

Sales of contractor supplies. Sales of contractor supplies represent our revenues associated with selling a variety of supplies including construction consumables, tools, small equipment and safety supplies. Consistent with sales of rental and new equipment, general rentals accounts for substantially all of our contractor supplies sales. For the three and six months ended June 30, 2007, sales of contractor supplies increased 8 and 10 percent, respectively, reflecting an increase in the volume of supplies sold.

Service and other. Service and other primarily represents our revenues earned from providing services (including parts sales). Consistent with sales of rental and new equipment as well as sales of contractor supplies, general rentals accounts for substantially all of our service and other revenue. For the three and six months ended June 30, 2007, service and other revenue increased 10 and 13 percent, respectively, reflecting increased volume.

Segment Operating Profit

Segment operating profit and operating margin were as follows:

	General rentals			Trench safety, pump and power			Total
Three months ended June 30, 2007
Operating Profit	$	156		$	15		$	171
Operating Margin		17.2	%		25.9	%		17.7	%
Three months ended June 30, 2006
Operating Profit	$	141		$	12		$	153
Operating Margin		16.3	%		21.8	%		16.6	%
Six months ended June 30, 2007
Operating Profit	$	245		$	25		$	270
Operating Margin		14.4	%		23.4	%		14.9	%
Six months ended June 30, 2006
Operating Profit	$	222		$	25		$	247
Operating Margin		13.8	%		24.0	%		14.4	%

General rentals. For the three and six months ended June 30, 2007, our operating margin improved 0.9 and 0.6 percentage points, respectively, reflecting improved selling, general and administrative leverage, partially offset by reduced gross margin performance.

Trench safety, pump and power. For the three months ended June 30, 2007, our operating margin improved 4.1 percentage points reflecting improved selling, general and administrative leverage, partially offset by reduced gross margin performance. For the six months ended June 30, 2007, our operating margin declined 0.6 percentage points reflecting reduced gross margin performance, partially offset by improved selling, general and administrative leverage.

Gross Margin. Gross margins by revenue classification were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Total gross margin	34.3	%	34.9	%	32.7	%	33.2	%
Equipment rentals	38.0	%	39.0	%	35.5	%	36.4	%
Sales of rental equipment	27.7	%	29.8	%	28.5	%	29.8	%
Sales of new equipment	16.4	%	16.4	%	17.4	%	17.0	%
Contractor supplies sales	19.8	%	17.5	%	18.5	%	18.3	%
Service and other	53.3	%	53.7	%	54.5	%	51.3	%

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For the three months ended June 30, 2007, total gross profit margin decreased 0.6 percentage points primarily reflecting reduced gross margins from equipment rentals, partially offset by improved gross margins on contractor supplies sales. Equipment rentals gross margin decreased 1.0 percentage point reflecting increased rental costs. The improvement in gross margins on contractor supplies sales of 2.3 percentage points primarily reflects improvements in inventory management.

For the six months ended June 30, 2007, total gross profit margin decreased 0.5 percentage points primarily reflecting reduced gross margins from equipment rentals and sales of rental equipment, partially offset by improved gross margins on service and other. Equipment rentals gross margin decreased 0.9 percentage points reflecting increased rental costs. Gross margins on sales of rental equipment decreased 1.3 percentage points reflecting a change in mix of equipment sold. The gross margin improvement in service and other primarily reflects increased revenues from the licensing of software.

Selling, general and administrative expenses (SG&A). SG&A expense information for the three and six months ended June 30, 2007 and 2006 was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Total SG&A expenses	$	147		$	151		$	295		$	297
SG&A as a percentage of revenue		15.2	%		16.4	%		16.3	%		17.3	%

SG&A expense primarily includes sales force compensation, insurance costs, bad debt expense, information technology costs, advertising and marketing expenses, third party professional fees, management salaries and clerical and administrative overhead. For the three months ended June 30, 2007, SG&A expense of $147 decreased $4 as compared to 2006 and declined by 1.2 percentage points as a percentage of revenue. This improvement reflects reduced bad debt expense of $9 and a $3 reduction in the level of professional fees related to restatement matters. The benefit associated with these matters was partially offset by increased costs incurred in conjunction with our exploration of strategic alternatives and the retirement of our Chief Executive Officer as well as normal inflationary increases and increased compensation costs related to growth in the business.

For the six months ended June 30, 2007, SG&A expense of $295 decreased $2 as compared to 2006 and declined by 1.0 percentage point as a percentage of revenue. This improvement reflects reduced bad debt expense of $9 and a $10 reduction in the level of professional fees related to restatement matters. The benefit associated with these matters was partially offset by increased costs associated with our exploration of strategic alternatives and the retirement of our Chief Executive Officer as well as normal inflationary increases and increased compensation costs related to growth in the business.

For both the three and six month periods ended June 30, 2007, the year-over-year reductions in bad debt expense reflect improved accounts receivable collection experience, write-off trends and credit management.

Interest expense, net for the three and six months ended June 30, 2007 and 2006 was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Interest expense, net	$	55	$	51	$	102	$	100

Interest expense for the three and six months ended June 30, 2007 increased by $4 and $2, respectively, and includes $6 and $5 of interest expense associated with changes in the fair value of interest rate swaps which were de-designated as fair value hedges in February 2007. Interest expense for the three and six months ended June 30, 2007 reflects the mark-to-market impact of these swaps as well as the increase in the interest rates applicable to our floating rate debt, partially offset by lower average debt balances.

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Income taxes. The following table summarizes our continuing operations provision for income taxes and the related effective tax rate for the three and six months ended June 30, 2007 and 2006:

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Income from continuing operations	$	116		$	100		$	166		$	140
Provision for income taxes		49			41			67			56
Effective tax rate		42.2	%		41.0	%		40.4	%		40.0	%

The difference between the consolidated effective tax rates and the U.S. federal statutory income tax rate of 35 percent primarily relate to state taxes as well as certain non-deductible charges. Additionally, during the second quarter of 2007, we recorded a charge of $3 within the income tax provision related to the restricted stock grant referred to in the following paragraph.

Between June 2001 and March 31, 2007, we had been recognizing a tax benefit on compensation expense associated with a restricted stock award made to Mr. Hicks in June 2001. Because this award vested for tax purposes in 2002 and because

Section 162(m) of the Internal Revenue Code limits the deductibility of a portion of his compensation, no tax benefit should have been recognized. Accordingly, our results for the second quarter of 2007 include a charge of $3 within the income tax provision, representing the reversal of the cumulative income tax benefit recognized in prior periods. The second quarter effective tax rate also reflects a non-deductible charge of $5 within SG&A for the remaining amortization of this award.

Our effective tax rate is based on recurring factors including the geographical mix of income before taxes and the related tax rates in those jurisdictions. In addition, our effective tax rate will change based on discrete or other nonrecurring events (such as audit settlements) that may not be predictable.

Liquidity and Capital Resources

Liquidity. We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the legal requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate.

Our principal existing sources of cash are cash generated from operations, including from the sale of rental equipment, and borrowings available under our revolving credit facility and receivables securitization facility. As of June 30, 2007, we had (i) $498 of borrowing capacity available under the revolving credit facility portion of our $1.55 billion senior credit facility, (ii) $200 of borrowing capacity available under our receivables securitization facility and (iii) cash and cash equivalents of $104. We believe that our existing sources of cash will be sufficient to support our existing operations prior to the closing of the proposed acquisition of our Company by affiliates of Cerberus or, if the closing were not to occur, over the next twelve months.

We expect that our principal needs for cash relating to our existing operations over the next twelve months (absent a closing of the acquisition) will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service and (v) acquisitions. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our equipment or real estate or through the use of additional operating leases.

Loan Covenants and Compliance. As of June 30, 2007, we were in compliance with the covenants and other provisions of our senior secured credit facility, the senior notes, the subordinated convertible debentures and our accounts receivables securitization facility. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

Sources and Uses of Cash – Continuing Operations. During the six months ended June 30, 2007, we (i) generated cash from operating activities of $323, (ii) generated cash from the sale of rental equipment of $165 and (iii) received proceeds, net of payments, on debt of $62. Additionally, we generated cash from the sale of our discontinued operation of $68. We used cash during this period principally to (i) purchase rental equipment of $604, and (ii) purchase other property and equipment of $53 and (iii) purchase other companies for $21.

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During the six months ended June 30, 2006, we (i) generated cash from operating activities of $370, (ii) generated cash from the sale of rental equipment of $161 and (iii) received proceeds from the exercise of stock options of $63. We used cash during this period principally to (i) purchase rental equipment of $623 and (ii) purchase other companies for $39.

Our credit ratings as of July 27, 2007 were as follows:

	Corporate Rating	Outlook
Moody’s	B1	RVRD	(1)
S&P	BB-	Negative
Fitch	BB-	Negative

(1) Ratings under review for possible downgrade.

Both our ability to obtain financing and the related cost of borrowing are affected by our credit ratings, which are periodically reviewed by these rating agencies. Our current credit ratings are below investment grade and we expect our access to the public debt markets to be limited to the non-investment grade segment.

Relationship between Holdings and URNA. Holdings is principally a holding company and primarily conducts its operations through its wholly owned subsidiary, URNA, and subsidiaries of URNA. Holdings provides certain services to URNA in connection with its operations. These services principally include: (i) senior management services, (ii) finance and tax related services and support, (iii) information technology systems and support, (iv) acquisition related services, (v) legal services and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URNA and its subsidiaries.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk primarily consists of (1) interest rate risk associated with our variable rate debt and (2) foreign currency exchange rate risk primarily associated with our Canadian operations.

Interest Rate Risk. We periodically utilize interest rate swap agreements and interest rate cap agreements to manage our interest costs and exposure to changes in interest rates. As of June 30, 2007, we had swap agreements with an aggregate notional amount of $1.2 billion. The effect of the swap agreement was, at June 30, 2007, to convert $1.2 billion of our fixed rate notes to floating rate instruments. The fixed rate notes being converted consisted of (i) $445 of our 6  ¹/2 percent Notes through 2012, (ii) $375 of our 7 percent Notes through 2014, and (iii) $375 of our 7  ³/4 percent senior subordinated notes through 2013. Certain of these swaps contain mutual put provisions which allow either party to terminate the swap for the market value of the swap as of certain specified dates between 2007 and 2009. In February 2007, swaps with a notional amount of $250 were modified and, as a result, these swaps have been de-designated as fair value hedges. Accordingly, there may be volatility in our future earnings.

As of June 30, 2007, after giving effect to our interest rate swap agreements, we had an aggregate of $1.8 billion of indebtedness that bears interest at variable rates. The debt that is subject to fluctuations in interest rates includes (i) $150 of borrowings under our revolving Canadian credit facility, (ii) $100 of borrowings under our accounts receivable securitization facility, (iii) $1.2 billion in debt that is subject to interest rate swaps and (iv) $329 of term loans. The weighted-average effective interest rates applicable to our variable rate debt as of June 30, 2007 were (i) 6.2 percent for the revolving credit facility (represents the Canadian rate since the amount outstanding was Canadian borrowings), (ii) 5.4 percent for the accounts receivable securitization facility, (iii) 8.0 percent for the debt subject to our swap agreements and (iv) 7.3 percent for the term loan. As of June 30, 2007, based upon the amount of our variable rate debt outstanding, after giving effect to our interest rate swap agreements, our net income would decrease by approximately $11 for each one percentage point increase in the interest rates applicable to our variable rate debt. The amount of our variable rate indebtedness may fluctuate significantly as a result of changes in the amount of indebtedness outstanding under our revolving credit facility and receivables securitization facility from time to time.

Currency Exchange Risk. The functional currency for our Canadian operations is the Canadian dollar. As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian operations during 2006 relative to the company as a whole, a 10 percent change in this exchange rate would not have a material impact on our earnings. In addition, we periodically enter into foreign exchange contracts to hedge our transaction exposures. We had no outstanding foreign exchange contracts as of June 30, 2007. We do not engage in purchasing forward exchange contracts for speculative purposes.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of June 30, 2007. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2007.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We announced in April 2007 the retirement of our Chief Executive Officer, Wayland R. Hicks, effective following the conclusion of our 2007 Annual Meeting of Stockholders, which occurred on June 4, 2007, and the naming of Michael J. Kneeland as interim Chief Executive Officer effective upon Mr. Hicks’ retirement.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under note 5 to our unaudited condensed consolidated financial statements of this report is incorporated by reference in answer to this item.

Following our announcement of the proposed acquisition of our Company by affiliates of Cerberus, a putative class action complaint, entitled Donald Lefari v. United Rentals, Inc. et al., was filed in the Superior Court of the Judicial District of Stamford-Norwalk on July 23, 2007. The lawsuit purports to be brought on behalf of all common stockholders of the Company and names the Company and all of its directors and Cerberus as defendants. The complaint alleges, among other things, that the Company’s board of directors violated its fiduciary duties to the Company’s stockholders by entering into the merger agreement, and plaintiff seeks to enjoin the proposed transaction on that basis. The lawsuit is in its preliminary stage. The Company believes the lawsuit is without merit and intends to defend it vigorously.

Item 1A. Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our 2006

Form 10-K, which risk factors are incorporated herein by reference, as well as to the additional risk factors described below. You should carefully consider these risk factors in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted. In addition, these risk factors could cause significant fluctuations in the price of our common stock.

Our exploration of strategic alternatives, which has resulted in the signing of a definitive merger agreement with affiliates of Cerberus, may have an adverse impact on our business operations.

On April 10, 2007, we announced that our board of directors had authorized commencement of a process to explore a broad range of strategic alternatives to maximize shareholder value, including a possible sale of the Company. On July 23, 2007, we announced that we had signed a definitive merger agreement to be acquired by affiliates of Cerberus. Under the merger agreement, we may continue to solicit proposals for alternative transactions from third parties through August 31, 2007. There are various risks and uncertainties relating to the strategic alternatives process we have conducted and the resulting merger agreement, including:

• management and employees may be distracted by the process and transition and lose focus on normal business operations or have their time and resources significantly diverted;

• arriving at the merger agreement and implementing its terms is time consuming and expensive and may result in missing or not executing on near or long-term business opportunities;

• perceived uncertainties as to our post-merger direction may result in increased difficulties and expense in recruiting and retaining employees, particularly senior management, and may also impact our relationships with various other constituencies, such as customers and vendors; and

• the outcome of any legal proceedings that have been or may be instituted against us, members of our board of directors and others relating to the merger agreement.

Any of the foregoing could have a material negative impact on our operating results and/or financial outlook, and therefore could materially adversely affect the Company and the price of our common stock.

Failure to complete the proposed merger could adversely affect the Company and our stock price.

Consummation of the proposed merger contemplated by our merger agreement with affiliates of Cerberus is subject to the satisfaction of various conditions, including the approval of our stockholders, expiration or termination of applicable waiting periods under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 and applicable foreign antitrust laws, and other customary closing conditions described in the merger agreement. We cannot guarantee that these closing conditions will be satisfied, that we will receive the required approvals or that the proposed merger will be successfully completed.

In the event that the proposed merger is not completed:

• we may not be able to identify and consummate an attractive strategic alternative, and even if we do, we may not be able to successfully achieve the benefits thereof;

• we may lose key employees or members of management;

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• our relationships with our other constituencies, such as our customers and vendors, may be substantially disrupted as a result of uncertainties with regard to our business and prospects;

• certain significant costs related to the proposed merger, such as legal and accounting fees, are payable by us whether or not the proposed merger is completed;

• under certain circumstances, if the proposed merger is not completed, the merger agreement requires us to pay a termination (break-up) fee of up to $100,000,000; and

• the market price of shares of our common stock is likely to decline to the extent that the current market price of those shares reflects a market assumption that the proposed merger will be completed.

Any of the foregoing could have a material negative impact on our operating results and/or financial outlook, and therefore could materially adversely affect the Company and the price of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

Options to purchase an aggregate of 100,000 shares of the Company’s common stock were granted to a consultant in April 2007. The exercise price is equal to the fair market value of the common stock on the date of grant. The grant of these options was not required to be registered under the Securities Act of 1933 because the issuance did not constitute a sale within the meaning of Section 2(3) thereof.

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Purchases of Equity Securities by the Issuer

The following table provides information about purchases of the Company’s common stock by the Company during the second quarter of 2007:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share
April 1, 2007 to April 30, 2007	2,202	$	27.52
May 1, 2007 to May 31, 2007	432,032	$	34.58
June 1, 2007 to June 30, 2007	43,695	$	29.98
Total	477,929

(1) The shares were surrendered to the Company by employees in order to satisfy tax withholding obligations upon the vesting of restricted stock. These shares were not acquired pursuant to any repurchase plan or program. May 2007 includes cashless exercise of 1,329,000 warrants, with 383,883 shares of common stock being reaquired and 945,117 shares of common stock issued. The reacquired shares were at $34.62 per share.

Item 4. Submission of Matters to a Vote of Security Holders

Information required in response to this item is incorporated herein by reference to Item 8.01 of our Current Report on Form 8-K, filed with the SEC on June 8, 2007.

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Item 6. Exhibits

(a) Exhibits:

Exhibit Number	Description of Exhibit
2(a)	Agreement and Plan of Merger, dated as of July 22, 2007, among United Rentals, Inc., RAM Holdings, Inc. and RAM Acquisition Corp. (incorporated by reference to Exhibit 4.1 to the United Rentals, Inc. Current Report on Form 8-K filed on July 24, 2007 (the “July 2007 8-K”))
3(a)	Amended and Restated Certificate of Incorporation of United Rentals, Inc., (incorporated by reference to Exhibit 3.1 of United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998)
3(b)	Certificate of Amendment, dated September 29, 1998, to the United Rentals, Inc. Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.2 to the United Rentals, Inc. Registration Statement on Form S-3, No. 333-70151)
3(c)	Certificate of Amendment, dated June 7, 2007, to the United Rentals, Inc. Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of United Rentals, Inc. Current Report on Form 8-K filed on June 8, 2007)
3(d)	By-laws of United Rentals, Inc. (amended as of April 4, 2007) (incorporated by reference to Exhibit 3.1 of United Rentals, Inc. Current Report on Form 8-K filed on April 4, 2007)
3(e)	Form of Certificate of Designation for Series C Perpetual Convertible Preferred Stock (incorporated by reference to Exhibit 3(f) of United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
3(f)	Form of Certificate of Designation for Series D Perpetual Convertible Preferred Stock (incorporated by reference to Exhibit 3(g) of United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
3(g)	Form of Certificate of Designation for Series E Junior Participating Preferred Stock (incorporated by reference to Exhibit A of Exhibit 4 of the United Rentals, Inc. Current Report on Form 8-K filed on October 5, 2001)
3(h)	Rights Agreement, dated September 28, 2001, between United Rentals, Inc. and American Stock Transfer & Trust Co., as Rights Agent (incorporated by reference to Exhibit 4 of the United Rentals, Inc. Current Report on Form 8-K filed on October 5, 2001)
3(i)	Amended and Restated Certificate of Incorporation of United Rentals (North America), Inc., (incorporated by reference to Exhibit 3.3 of the United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998)
3(j)	By-laws of United Rentals (North America), Inc., (incorporated by reference to Exhibit 3.4 of the United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998)
3(k)	First Amendment to the Rights Agreement, dated as of July 22, 2007, between United Rentals, Inc. and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the July 2007 8-K)
10(a)	Form of Indemnification Agreement for executive officers and directors (executed by Lawrence Keith Wimbush and Jenne K. Britell) (incorporated by reference to Exhibit 10(d) of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
10(b)	Amendment, dated as of June 29, 2007, to Service Agreement, dated as of December 4, 2003, between United Rentals, inc. and Bradley S. Jacobs (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Current Report on Form 8-K filed on June 29, 2007)
10(c)	Agreement, dated April 10, 2007, between United Rentals, Inc. and Wayland R. Hicks (incorporated by reference to Exhibit 10.1 to the United Rentals, Inc. Current Report on Form 8-K filed on April 11, 2007)
10(d)*	Restricted Stock Unit Agreement, dated as of June 7, 2007, awarded to Wayland R. Hicks
10(e)*	Employment Agreement, dated as of April 23, 2007, between United Rentals, Inc. and Kurtis T. Barker, including a form of indemnification agreement
31(a)*	Rule 13a-14(a) Certification by Chief Executive Officer
31(b)*	Rule 13a-14(a) Certification by Chief Financial Officer
32(a)*	Section 1350 Certification by Chief Executive Officer
32(b)*	Section 1350 Certification by Chief Financial Officer
99(a)	Voting Agreement, dated as of July 22, 2007, among RAM Holdings, Inc. and RAM Acquisition Corp. and the other parties thereto (incorporated by reference to Exhibit 99.1 to the July 2007 8-K)
99(b)	Warrant Holders Agreement, dated as of July 22, 2007, among RAM Holdings, Inc. and RAM Acquisition Corp. and the other parties thereto (incorporated by reference to Exhibit 99.2 to the July 2007 8-K)

* Filed herewith.

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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 thereunto duly authorized.

	UNITED RENTALS, INC.
Dated: August 1, 2007	By:	/s/ TODD G. HELVIE
		Todd G. Helvie
		Senior Vice President and Controller
		/s/ JOHN J. FAHEY
		John J. Fahey
		Vice President-Assistant Corporate Controller and Principal Accounting Officer
	UNITED RENTALS (NORTH AMERICA), INC.
Dated: August 1, 2007	By:	/s/ TODD G. HELVIE
		Todd G. Helvie
		Senior Vice President and Controller
		/s/ JOHN J. FAHEY
		John J. Fahey
		Vice President-Assistant Corporate Controller and Principal Accounting Officer

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EX-10.(D)

EXHIBIT 10 (d)

2001 COMPREHENSIVE STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

Awardee: Wayland Hicks (“Awardee”)

Grant Date: June 7, 2007

Restricted Stock Units: 133,334

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of the Grant Date by and between UNITED RENTALS, INC., a Delaware corporation having an office at Five Greenwich Office Park, Greenwich, CT 06831 (the “Company”), and Awardee. Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2001 Comprehensive Stock Plan (the “Plan”).

In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Restricted Stock Units. The Company hereby grants 133,334 Restricted Stock Units (the “Units”) to Awardee pursuant to the Plan, subject to the terms and conditions of this Agreement and the Plan.

2. Vesting. One Hundred Percent (100%) of the Units granted hereunder shall vest, if at all, on the day that the Company formally completes and closes a Change of Control transaction (as defined in subparagraph (a) below) (“the Closing Date”), provided that the Closing Date occurs on or before December 31, 2007. If a Change of Control does not occur within such time frame, then the Units will never vest and Awardee shall irrevocable forfeit any right or entitlement thereto.

(a) Change of Control. For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if: (i) any “person” is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”)) directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (ii) there shall be consummated a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation, but not including any merger or business combination of the Company with any other corporation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination. The term “persons” is defined in Section 13(d) of the Act, except that the term “person” shall not

include (1) any person or an Affiliate of such person who as of the date of this Agreement owns 10% or more of the total voting power represented by the outstanding voting securities of the Company; and (2) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or a corporation which is owned directly or indirectly by the stockholders of the Company in substantially the same percentage as their ownership in the Company, An “Affiliate” of a person is a person that controls, is controlled by, or is under common control with such person.

3. Payment upon Vesting. On or as soon as reasonably practicable after the Closing Date, but in any event within two (2) business days following the Closing Date, provided that Awardee has satisfied Awardee’s tax withholding obligations with respect to the vesting as described in this Agreement, the Company shall deliver to Awardee (or Awardee’s beneficiary or estate, if no beneficiary is designated or in the event any chosen beneficiary predeceases Awardee, in the event of the death of Awardee): (a) such amount of cash and/or securities consideration payable pursuant to the Change of Control that a holder of 133,334 shares of the Company’s common stock (“Stock”) would have received or (b) only if the Change of Control leaves outstanding, and does not convert into other consideration, the shares of Stock held by non-affiliates of the Company, 133,334 shares of Stock by electronic book-entry transfer or credit of such shares to such account of Awardee as Awardee timely designates.

4. No Rights as a Stockholder. Neither the Units nor this Agreement shall entitle Awardee to any voting rights or other rights as a stockholder of the Company. Without limiting the generality of the foregoing, no dividends or dividend equivalents shall accrue or be paid with respect to any Units.

5. Transferability. Units are not transferable by the Awardee, whether by sale, assignment, exchange, pledge, or hypothecation, or by operation of law or otherwise.

6. Issuance and Transferability of Shares of Stock. Notwithstanding anything in this Agreement to the contrary, Awardee acknowledges that (i) the Company shall not be required to issue any shares of Stock to be delivered hereunder prior to their registration under the Securities Act of 1933 (pursuant to a Registration Statement on Form S-8 or otherwise) and compliance by the Company or Awardee with any other provisions of applicable law or regulation, including the applicable rules of any exchange or quotation system, and (ii) the Company may issue such shares subject to any restrictive legends that, as determined by the Company’s counsel, are necessary or desirable to comply with such applicable law, regulation or rules.

7. Conformity with Plan. Except as specifically set forth herein, this Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan, which is incorporated herein by reference. Any inconsistencies between this Agreement and the Plan with respect to any mandatory provisions of the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, Awardee acknowledges his receipt of the Plan and his agreement to be bound by all the terms of the Plan. All definitions stated in the Plan apply to this Agreement.

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8. Withholding Taxes. Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required to be withheld by applicable law or regulation in respect of the vesting or distribution of shares of Stock hereunder no later than the date of the event creating the tax liability. The Company may, and, in the absence of other timely payment or provision made by Awardee that is satisfactory to the Company, shall, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to Awardee, including, but not limited to, by withholding shares from any shares of Stock to be delivered hereunder. In the event that payment to the Company of such tax obligations is made by delivery or withholding of shares of Stock, such shares shall be valued at their fair market value (as determined in accordance with the Plan) on the applicable date for such purposes.

9. Awardee Advised To Obtain Personal Counsel and Tax Representation. IMPORTANT: The Company and its employees do not provide any guidance or advice to individuals who may be granted an Award under the Plan regarding the federal, state or local income tax consequences or employment tax consequences of participating in the Plan. Notwithstanding any withholding by the Company of taxes hereunder, Awardee remains responsible for determining Awardee’s own personal tax consequences with respect to the Units, the receipt of shares of Stock upon their vesting and otherwise of participating in the Plan, and also ultimately remains liable for any tax obligations in connection therewith (including any amounts owed in excess of withheld amounts). Accordingly, Awardee may wish to retain the services of a professional tax advisor in connection with the Units and this Agreement.

10. Beneficiary Designation. Awardee may designate one or more beneficiaries, from time to time, to whom any benefit under this Agreement is to be paid in case of Awardee’s death. Each designation must be in writing, signed by Awardee and delivered to the Company. Each new designation will revoke all prior designations.

11. Adjustments for Changes in Capital Structure. Other than a Change of Control, in the event any change is made to the Stock by reason of any Stock dividend or extraordinary dividend, Stock split or reverse Stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or other change affecting the outstanding Stock as a class without the Company’s receipt of consideration, the Company shall make such appropriate adjustments to the Units as are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement.

12. Disputes. Any question concerning the interpretation of or performance by the Company or Awardee under this Agreement, including, but not limited to, the Units, their vesting or the issuance or delivery of shares of Stock, or any other dispute or controversy that may arise in connection herewith or therewith, shall be determined by the Administrator in its sole and absolute discretion. Following a Change of Control, the term “Administrator” for purposes of this Agreement shall mean a majority of the compensation committee of the board of directors of the Company as such committee existed immediately prior to the Change of Control.

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13. Miscellaneous.

(a) References herein to determinations or other decisions or actions to be taken or made by the Company shall be made by the Administrator or such other person or persons to whom the Administrator may from time to time delegate authority or otherwise designate.

(b) This Agreement may not be changed or terminated except by written agreement signed by an authorized officer of the Company and Awardee. It shall be binding on the parties and on their personal representatives and permitted assigns and, in the case of the Company, on its successor following a Change of Control.

(c) This Agreement, together with the Plan, sets forth all agreements of the parties. It supersedes and cancels all prior agreements with respect to the subject matter hereof.

(d) This Agreement shall be governed by, and construed in accordance with, the laws of Connecticut. Any litigation instituted by any party to this Agreement pertaining to this Agreement must be filed before a court of competent jurisdiction in Connecticut and both parties hereby consent irrevocably to the jurisdiction of such courts over them.

(e) All notices, requests, service of process, consents, and other communications under this Agreement shall be in writing. Notice shall be deemed given and effective (a) three (3) business days after the deposit in the U.S. mail of a writing addressed as provided below and sent first class mail, certified, return receipt requested, (b) when received by the addressee, if sent by a nationally recognized express courier for next day delivery service (receipt requested), or (c) upon personal delivery (with written confirmation of receipt). Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph. Notices shall be addressed (i) to Awardee at the last address he or she has filed in writing with the Company and (ii) to the Company at its principal offices attention Legal Department. Either party hereto may designate a different address by providing written notice of such new address to the other party hereto as provided above.

(f) This Agreement may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.

Dated: As of June 7, 2007

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

UNITED RENTALS, INC.
By:	/s/ Michael Kneeland
Name:	Michael Kneeland
Title:	Chief Executive Officer
AWARDEE:
By:	/s/ Wayland R. Hicks
Name:	Wayland R. Hicks
Title:	Vice-Chairman

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EX-10.(E)

EXHIBIT 10 (e)

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”), made in Greenwich, Connecticut as of April 23, 2007, between United Rentals, Inc., a Delaware corporation (the “Company”), and Kurtis T. Barker (“Executive”).

WHEREAS, Executive has been employed by the Company;

WHEREAS, the Company desires to employ Executive as its Executive Vice President, Corporate Services, and Executive desires to accept such continued employment on the terms and conditions hereinafter set forth;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows:

1. At Will Employment.

Executive will be employed by the Company at will, which means that either the Executive or the Company may terminate the employment relationship at any time and for any reason or no reason. Notwithstanding the foregoing, following the termination of Executive’s employment, Executive shall be entitled to the compensation and benefits provided for in Section 4 of this Agreement, as applicable depending on the circumstances of such termination.

2. Employment.

(a) Employment by the Company. Executive agrees to be employed by the Company upon the terms and subject to the conditions set forth in this Agreement. Executive shall serve as Executive Vice President, Corporate Services of the Company and shall report to the Chief Executive Officer of the Company and/or the President of the Company, as determined by the Company.

(b) Performance of Duties. During his employment, Executive shall faithfully and diligently perform Executive’s duties in conformity with the directions of the Company and serve the Company to the best of Executive’s ability. Executive shall devote his full business time and best efforts to the business and affairs of the Company. In his capacity as Executive Vice President, Corporate Services, Executive shall have such duties and responsibilities as he may be assigned by the Chief Executive Officer of the Company and/or the President of the Company.

(c) Place of Performance. Executive shall be based at the Company’s offices in Greenwich, Connecticut. Executive recognizes that his duties will require, at the Company’s expense, travel to domestic and international locations.

3. Compensation and Benefits.

(a) Base Salary. The Company agrees to pay to Executive a base salary (“Base Salary”) at the annual rate of $375,000. Upon recommendation of the Chief Executive Officer, the Compensation Committee of the Board of Directors of the Company may determine in its sole discretion to increase, but not decrease, the Base Salary. Payments of the Base Salary shall be payable in equal installments in accordance with the Company’s standard payroll practices.

(b) 2007 Bonus. Executive shall be eligible to receive a discretionary bonus for 2007 in accordance with this Section 3(b) (the “2007 Bonus”). The 2007 Bonus shall be a performance-based bonus with a target bonus of 90% of the base salary paid to Executive during 2007 and a maximum bonus equal to 125% of the base salary paid to Executive during 2007. Performance goals for the 2007 Bonus shall be established by the Chief Executive Officer in his sole discretion. The 2007 Bonus shall be paid on the date that bonuses for 2007 are paid generally to employees of the Company in the sole discretion of the Company (such date, the “2007 Bonus Payment Date”). Notwithstanding anything in the foregoing to the contrary, Executive must be employed by the Company on the 2007 Bonus Payment Date to be eligible for the 2007 Bonus (or any portion thereof).

(c) Annual Incentive Bonus Plan. With respect to each year after 2007, Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) pursuant to the terms of the United Rentals, Inc. Annual Incentive Compensation Plan, as it may be amended from time to time (the “Annual Incentive Plan”). The Target Allocation (as defined in the Annual Incentive Plan) shall be 90% of Base Salary. The maximum incentive opportunity shall be 125% of Base Salary. Executive has been determined by the Committee (as defined in the Annual Incentive Plan) to be a Covered Employee (as defined in the Annual Incentive Plan) under the Annual Incentive Plan, and Executive’s Performance Goals (as defined in the Annual Incentive Plan) shall be determined by the Committee (as defined in the Annual Incentive Plan) in accordance with Section 2.11.1 and Article V of the Annual Incentive Plan. The Annual Bonus shall be paid to Executive at such times and in such amounts as provided in the Annual Incentive Plan.

(d) Restricted Stock Units. Executive shall receive an aggregate grant of 50,000 restricted stock units (25,000 to vest over time and 25,000 to vest upon the achievement of certain performance objectives), in accordance with and subject to the provisions of the United Rentals, Inc. 2001 Comprehensive Stock Plan, as it may be amended from time to time, and a 2001 Comprehensive Stock Plan Restricted Stock Unit Agreement in substantially the form attached hereto as Exhibit A (the “RSU Agreement”).

(e) Benefits and Perquisites. Executive shall be entitled to participate in, to the extent Executive is otherwise eligible under the terms thereof, the benefit plans and programs, and receive the benefits and perquisites, generally provided by the Company to executives of the Company, including without limitation family medical insurance (subject to applicable employee contributions). Executive shall be entitled to 20 vacation days per year, such days to be accrued in accordance with Company policy.

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(f) Business Expenses. The Company agrees to reimburse Executive for all reasonable and necessary travel, business entertainment and other business expenses incurred by Executive in connection with the performance of his duties under this Agreement in accordance with, and subject to, the Company’s standard policies. Such reimbursements shall be made by the Company on a timely basis upon submission by Executive of vouchers in accordance with the Company’s standard procedures.

(g) Indemnification. The Company shall indemnify Executive in accordance with, and subject to, the terms of an indemnification agreement in the form attached hereto as Exhibit B (the “Indemnification Agreement”). Notwithstanding anything in this Agreement to the contrary, the rights and obligations of the parties with respect to indemnification (including dispute resolution, governing law and notice) shall be governed by the Indemnification Agreement.

(h) No Other Compensation or Benefits; Payment. The compensation and benefits specified in this Section 3 and in Section 4 of this Agreement shall be in lieu of any and all other compensation and benefits. Payment of all compensation and benefits to Executive specified in this Section 3 and in Section 4 of this Agreement (i) shall be made in accordance with the relevant Company policies in effect from time to time to the extent the same are consistently applied, including normal payroll practices, and (ii) shall be subject to all legally required and customary withholdings.

(i) Cessation of Employment. In the event Executive shall cease to be employed by the Company for any reason, then Executive’s compensation and benefits shall cease on the date of such event, except as otherwise specifically provided herein or in any applicable employee benefit plan or program or as required by law.

4. Compensation Following Termination. Executive shall be entitled only to the following compensation and benefits upon termination of employment:

(a) General. On any termination of Executive’s employment, he shall be entitled to:

(i) any accrued but unpaid Base Salary for services rendered through the date of termination;

(ii) any vacation accrued to the date of termination;

(iii) any accrued but unpaid expenses required to be reimbursed in accordance with Section 3(f) of this Agreement;

(iv) receive any benefits to which he may be entitled upon termination pursuant to the plans and programs referred to in Section 3(e) hereof or as may be required by applicable law; and

(v) receive any amounts or benefits to which he may be entitled upon termination pursuant to the plans and agreement referred to in Sections 3(c) and 3(d) hereof in accordance with the terms of such plans and agreement.

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(b) Termination by Reason of Death or Disability; Termination by the Company for Cause; Termination by Executive Without Good Reason. In the event that Executive’s employment is terminated (i) by reason of Executive’s death or Disability (as defined below); (ii) by the Company for Cause (as defined below) or (iii) by Executive without Good Reason (as defined below), Executive (or his estate, as the case may be) shall be entitled only to those items identified in Section 4(a).

(c) Termination by the Company Without Cause; Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (i) by the Company without Cause or (ii) by Executive for Good Reason, Executive shall be entitled only to the following:

(i) those items identified in Section 4(a); and

(ii) the payment of 190% of Executive’s Base Salary (as determined pursuant to Section 3(a)) payable over two years in accordance with the Company’s normal payroll practices (the “Severance Pay”) (such percentage equal to 100% of Executive’s Base Salary, plus the Target Allocation). The Severance Pay shall be paid at the times Executive’s Base Salary would have been paid had Executive’s employment not terminated; provided, however, that if necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations, the payment of such sums shall be made as follows: (A) no payments shall be made for a six-month period following the date of termination, (B) an amount equal to six months of Severance Pay shall be paid in a lump sum six months following the date of termination, and (C) during the period beginning six months following the date of termination through the remainder of the two-year period, payment of the Severance Pay shall be made at the times Executive’s Base Salary would have been paid had Executive’s employment not terminated.

(iii) if Executive timely elects COBRA continuation coverage, the Company shall provide such COBRA continuation coverage with respect to the level of coverage Executive maintained on the date of termination at no cost to Executive through the COBRA Payment End Date (as defined below). The “COBRA Payment End Date” shall be the earlier of (A) one year following the date of termination

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and (B) the date Executive becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer. If during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive must promptly notify the Company in writing of such eligibility.

(d) Definitions of Cause, Good Reason and Disability.

(i) For purposes of this Agreement, the term “Cause” shall mean any of the following: (A) Executive has misappropriated any funds or property of the Company or its affiliates, or has willfully or negligently destroyed property of the Company or its affiliates; (B) Executive has been convicted of any crime that impairs the Executive’s ability to perform his duties and responsibilities with the Company, or that causes or may, in the determination of the Company, cause damage to the Company or its affiliates or their operations or reputation, or that involves fraud, embezzlement or moral turpitude; (C) Executive has (1) obtained personal profit from any transaction of or involving the Company or an affiliate of the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (2) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company or its affiliates and which, in the determination of the Company, has resulted or may result in damage to the Company or its affiliates; (D) Executive’s material failure to perform his duties with the Company (other than as a result of total or partial incapacity due to physical or mental illness), as determined by the Company; (E) Executive has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (F) Executive’s use of alcohol or drugs has interfered with his ability to perform his duties and responsibilities with the Company, as determined by the Company; (G) Executive has knowingly made any untrue statement or omission to the Company or an affiliate of the Company, including, without limitation, on Executive’s application for employment with the Company, regardless of when discovered; (H) Executive has falsified Company records (or those of one of its affiliates); (I) Executive has committed any act intended to damage the reputation of the Company or an affiliate of the Company or which in fact, damages the reputation of the Company or an affiliate, as determined by the Company; (J) Executive (1) has violated the Company’s material policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (2) is guilty of gross negligence or willful misconduct in the performance of his duties with the Company; or (K) Executive has breached a covenant set forth in Section 5 or otherwise violated any confidentiality, non-competition or non-solicitation prohibitions imposed on Executive under common law or under the terms of any agreement with the Company; provided, however, that, if susceptible of cure, a termination by the Company under Sections 4(d)(i)(D) or 4(d)(i)(E) shall be effective only if, within 30 days following delivery of a written notice by the Company to Executive that the Company is terminating his employment for Cause, Executive has failed to cure the circumstances giving rise to Cause.

(ii) For purposes of this Agreement, the term “Good Reason” shall mean any of the following: (A) demotion from the position of Executive Vice President, Corporate Services; (B) the Company decreases or fails to pay the compensation described in

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Sections 3(a), 3(b) and 3(c) of this Agreement (in accordance with, and subject to, such provisions); (C) a material breach of this Agreement by the Company (except as qualified by Section 4(d)(ii)(E) below); (D) Executive’s job site is relocated to a location which is more than fifty (50) miles from Greenwich, Connecticut, unless the parties mutually agree to such relocation; or (E) material diminution of Executive’s duties or responsibilities (it being understood by the parties that a simultaneous increase and decrease of Executive’s duties and responsibilities consented to by the parties, such consent not to be unreasonably withheld, shall not constitute Good Reason); provided, however, that a termination by Executive for Good Reason under any of clauses (A) – (E) of this Section 4(d)(ii) shall be effective only if, within 30 days following delivery of a written notice by Executive to the Company that Executive is terminating his employment for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason.

(iii) For purposes of this Agreement, a “Disability” shall occur in the event Executive is unable to perform the duties and responsibilities contemplated under this Agreement for a period of either (A) 90 consecutive days or (B) 6 months in any 12-month period due to physical or mental incapacity or impairment. During any period that Executive fails to perform Executive’s duties hereunder as a result of incapacity or impairment due to physical or mental illness (the “Disability Period”), Executive shall continue to receive the compensation and benefits provided by Section 3 of this Agreement until Executive’s employment hereunder is terminated; provided, however, that the amount of base compensation and benefits received by Executive during the Disability Period shall be reduced by the aggregate amounts, if any, payable to Executive under any disability benefit plan or program provided to Executive by the Company.

(e) Effect of Material Breach of Section 5 on Compensation Following Termination of Employment Pursuant to Sections 4(c)(ii) and 4(c)(iii). If, at the time of termination of Executive’s employment or any time thereafter, Executive is in material breach of any covenant contained in Section 5 hereof, Executive shall not be entitled to any payments or benefits (or if payments or benefits have commenced, any continued payment or benefits) under Sections 4(c)(ii) or 4(c)(iii).

(f) No Further Liability; Release. Other than providing the compensation and benefits provided for in accordance with this Section 4, the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives shall have no further obligation or liability to Executive or any other person under this Agreement. The payment of any amounts pursuant to this Section 4 (other than payments required by law) is expressly conditioned upon the delivery by Executive to the Company of a release in form and substance reasonably satisfactory to the Company of any and all claims Executive may have against the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives arising out of or related to Executive’s employment by the Company and the termination of such employment.

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5. Exclusive Employment; Noncompetition; Nonsolicitation; Nondisclosure of Proprietary Information; Surrender of Records; Inventions and Patents.

5.1 No Conflict; No Other Employment. During the period of Executive’s employment with the Company, Executive shall not: (i) engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is pursued for gain or profit, except as approved in advance in writing by the Company; provided, however, that Executive shall be entitled to manage his personal investments and otherwise attend to personal affairs, including charitable, social and political activities, in a manner that does not unreasonably interfere with his responsibilities hereunder, or (ii) accept or engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor.

5.2 Noncompetition; Nonsolicitation.

(a) Executive acknowledges and recognizes the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders him special and unique within the Company’s industry. In consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during (i) his employment with the Company, and (ii) the period beginning on the date of termination of employment and ending two years after the date of termination of employment (the “Covered Time”), Executive shall not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), provided that the provisions of this Section 5.2(a) will not be deemed breached merely because Executive owns less than 5% of the outstanding common stock of a publicly-traded company. For purposes of this Agreement, “Competing Business” shall mean (i) any business in which the Company is currently engaged, including, but not limited to, renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial equipment, aerial work platforms, traffic safety equipment, trench safety equipment, industrial equipment, landscaping equipment, and home repair and maintenance equipment, as well as highway construction related technologies and the buying of companies that engage in such activities along with the computer hardware and software systems designed, developed and utilized with respect to any of the foregoing; (ii) any other future business which the Company engages in during Executive’s employment with the Company; and (iii) any of the entities identified on Exhibit C. For purposes of this Agreement, “Restricted Area” means each of: (i) any state in the United States and any province in Canada in which the Company conducts any business currently or during Executive’s future employment with the Company; and (ii) regardless of state, the area within a 200 mile radius of any office or facility of the Company in which or in relation to which Executive shall have performed any duties for the Company during his employment with the Company.

(b) In further consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement

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(including, without limitation, pursuant to Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during his employment and the Covered Time, he shall not, directly or indirectly, (i) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to terminate his, her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) solicit or attempt to solicit any customer, vendor or distributor of the Company or any of its affiliates with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any customer of the Company or any affiliate to cease to do business or to reduce the amount of business which any customer has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such customer was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5.2(b) only, during the Covered Time, the terms “customer,” “vendor” and “distributor” shall mean a customer, vendor or distributor who has done business with the Company or any of its affiliates within twelve months preceding the termination of Executive’s employment.

(c) During Executive’s employment with the Company and during the Covered Time, Executive agrees that upon the earlier of Executive’s (i) negotiating with any Competitor (as defined below) concerning the possible employment of Executive by the Competitor, (ii) receiving an offer of employment from a Competitor, or (iii) becoming employed by a Competitor, Executive will (A) immediately provide notice to the Company of such circumstances and (B) provide copies of Section 5 of this Agreement to the Competitor. Executive further agrees that the Company may provide notice to a Competitor of Executive’s obligations under this Agreement, including without limitation Executive’s obligations pursuant to Section 5 hereof. For purposes of this Agreement, “Competitor” shall mean any entity (other than the Company or any of its affiliates) that engages, directly or indirectly, in any Competing Business.

(d) Executive understands that the provisions of this Section 5.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, including any amounts or benefits provided under Sections 3 and 4 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that he will not assert in any forum that such provisions prevent him from earning a living or otherwise are void or unenforceable or should be held void or unenforceable.

5.3 Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure

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has been authorized in writing by the Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

5.4 Confidentiality and Surrender of Records. Executive shall not during his employment or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the Company terminates), except as required by law, directly or indirectly publish, make known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any individual or entity other than in the course of such individual’s or entity’s employment or retention by the Company. Upon termination of employment for any reason or request by the Company, Executive shall deliver promptly to the Company all property and records of the Company or any of its affiliates, including, without limitation, all confidential records. For purposes hereof, “confidential records” means all correspondence, reports, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, or electronic or other media or equipment of any kind which may be in Executive’s possession or under his control or accessible to him which contain any proprietary information. All property and records of the Company and any of its affiliates (including, without limitation, all confidential records) shall be and remain the sole property of the Company or such affiliate during Executive’s employment with the Company and thereafter.

5.5 Inventions and Patents. All inventions, innovations or improvements (including policies, procedures, products, improvements, software, ideas and

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discoveries, whether patent, copyright, trademark, service mark, or otherwise) conceived or made by Executive, either alone or jointly with others, in the course of his employment by the Company, belong to the Company. Executive will promptly disclose in writing such inventions, innovations or improvements to the Company and perform all actions reasonably requested by the Company to establish and confirm such ownership by the Company, including, but not limited to, cooperating with and assisting the Company in obtaining patents, copyrights, trademarks, or service marks for the Company in the United States and in foreign countries.

5.6 Enforcement. Executive acknowledges and agrees that, by virtue of his position, his services and access to and use of confidential records and proprietary information, any violation by him of any of the undertakings contained in this Section 5 would cause the Company and/or its affiliates immediate, substantial and irreparable injury for which it or they have no adequate remedy at law. Accordingly, Executive agrees and consents to the entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained in this Section 5. Executive waives posting by the Company or its affiliates of any bond otherwise necessary to secure such injunction or other equitable relief. Rights and remedies provided for in this Section 5 are cumulative and shall be in addition to rights and remedies otherwise available to the parties hereunder or under any other agreement or applicable law.

6. Assignment and Transfer.

(a) Company. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company without Executive’s consent to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise).

(b) Executive. The parties hereto agree that Executive is obligated under this Agreement to render personal services of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Agreement special value. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s estate.

7. Miscellaneous.

(a) Other Obligations. Executive represents and warrants that neither Executive’s employment with the Company nor Executive’s performance of Executive’s obligations hereunder will conflict with or violate or otherwise are inconsistent with any other obligations, legal or otherwise, which Executive may have. Executive covenants that he shall perform his duties hereunder in a professional manner and not in conflict or violation, or otherwise inconsistent with other obligations legal or otherwise, which Executive may have.

(b) Nondisclosure; Other Employers. Executive will not disclose to the Company, use, or induce the Company to use, any proprietary information, trade secrets or

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confidential business information of others. Executive represents and warrants that Executive does not possess any property, proprietary information, trade secrets and confidential business information belonging to any prior employers.

(c) Cooperation. Following termination of employment with the Company for any reason, Executive shall cooperate with the Company, as requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive.

(d) Assistance in Proceedings, Etc. Executive shall, during and after his employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any legal or quasi-legal proceeding, including any external or internal investigation, involving the Company or any of its affiliates. The Company shall (i) pay Executive any base salary he loses from a subsequent employer for material work performed in connection with such obligation subsequent to termination of Executive’s employment with the Company, provided that (A) such work is approved in advance in writing by the Company, (B) no payments shall be due in connection with assistance provided during any period for which Executive is receiving payments pursuant to Section 4(c)(ii) and (C) no payments shall be due for any time Executive spends testifying before the SEC or in any proceeding (e.g., class action litigation) or time spent by him consulting with his own counsel; and (ii) reimburse Executive’s reasonable expenses incurred in connection with the foregoing obligations.

(e) Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided to him under Section 4 of this Agreement by seeking other employment or otherwise, nor shall the amount of any payments provided to Executive under Section 4 be reduced by any compensation earned by Executive as the result of employment by another employer after the termination of Executive’s employment or otherwise.

(f) No Right of Set-off Etc. The obligation of the Company to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.

(g) Protection of Reputation. During Executive’s employment with the Company and thereafter, Executive agrees that he will take no action which is intended, or would reasonably be expected, to harm the Company or any of its affiliates or its or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company or its affiliates. Nothing herein shall prevent Executive from making any truthful statement in connection with any legal proceeding or investigation by the Company or any governmental authority.

(h) Governing Law. This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the internal laws of the State of Connecticut applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.

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(i) Arbitration.

(i) General. Executive and the Company specifically, knowingly, and voluntarily agree that they shall use final and binding arbitration to resolve any dispute (an “Arbitrable Dispute”) between Executive, on the one hand, and the Company (or any affiliate of the Company), on the other hand. This arbitration agreement applies to all matters relating to this Agreement and Executive’s employment with and/or termination of employment from the Company, including without limitation disputes about the validity, interpretation, or effect of this Agreement, or alleged violations of it, any payments due hereunder and all claims arising out of any alleged discrimination, harassment or retaliation, including, but not limited to, those covered by Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the Americans With Disabilities Act or any other federal, state or local law relating to discrimination in employment.

(ii) Injunctive Relief. Notwithstanding anything to the contrary contained herein, the Company and any affiliate of the Company (if applicable) shall have the right to seek injunctive or other equitable relief from a court of competent jurisdiction to enforce Section 5 of this Agreement. For purposes of seeking enforcement of Section 5, the Company and Executive hereby consent to the jurisdiction of any state or federal court sitting in the County of Fairfield, State of Connecticut.

(iii) The Arbitration. Any arbitration pursuant to this Section 7(i) will take place in New York, New York, under the auspices of the American Arbitration Association, in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect, and before a panel of three arbitrators selected in accordance with such rules. Judgment upon the award rendered by the arbitrators may be entered in any state or federal court sitting in the County of Fairfield, State of Connecticut.

(iv) Fees and Expenses. In any arbitration pursuant to this Section 7(i), except as otherwise required by law, each party shall be responsible for the fees and expenses of its

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own attorneys and witnesses, and the fees and expenses of the arbitrators shall be divided equally between the Company, on the one hand, and Executive, on the other hand.

(v) Exclusive Forum. Except as permitted by Section 7(i)(ii) hereof, arbitration in the manner described in this Section 7(i) shall be the exclusive forum for any Arbitrable Dispute. Except as permitted by Section 7(i)(ii), should Executive or the Company attempt to resolve an Arbitrable Dispute by any method other than arbitration pursuant to this Section 7(i), the responding party shall be entitled to recover from the initiating party all damages, expenses, and attorneys’ fees incurred as a result of that breach.

(j) Reimbursement of Reasonable Attorney’s Fees and Expenses in Connection with Agreement. The Company shall pay or reimburse Executive for reasonable attorneys’ fees and expenses incurred by Executive in connection with the drafting and negotiating of this Agreement, provided that the Company’s total obligation pursuant to this Section 7(j) shall not exceed $7,500. It is agreed that the payment or reimbursement of such fees shall be considered a working condition fringe benefit.

(k) Section 409A of the Code. The Company makes no representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A of the Code. Executive and the Company agree that in the event Executive or the Company reasonably determines that the terms hereof would result in Executive being subject to tax under Section 409A of the Code, Executive and the Company shall negotiate in good faith to amend this Agreement to the extent necessary to prevent the assessment of any such tax, including by delaying the payment dates of any amounts hereunder.

(l) Entire Agreement. This Agreement (including the plans and the RSU Agreement referenced in Section 3) and the Indemnification Agreement contain the entire agreement and understanding between the parties hereto in respect of Executive’s employment and supersede, cancel and annul any prior or contemporaneous written or oral agreements, understandings, commitments and practices between them respecting Executive’s employment, including, without limitation, the Amended and Restated Employment Agreement between the parties entered into as of June 9, 2004; provided, however, that this Agreement shall not, except as expressly provided herein, supersede, cancel or annul the terms of any equity grant made to Executive prior to the date of this Agreement.

(m) Amendment. This Agreement may be amended only by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Executive and, on behalf of the Company, by its duly authorized officer.

(n) Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of

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competent jurisdiction or arbitration panel to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the court or arbitration panel making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties hereto recognize that if, in any judicial or arbitral proceeding, a court or arbitration panel shall refuse to enforce any of the separate covenants contained in this Agreement, then that invalid or unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitration panel determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable.

(o) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Executive. As used herein, the words “day” or “days” shall mean a calendar day or days.

(p) Nonwaiver. Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by its duly authorized officer.

(q) Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, with return receipt requested, addressed: (i) in the case of the Company, to Chief Executive Officer, United Rentals, Inc., Five Greenwich Office Park, Greenwich, Connecticut 06831; and (ii) in the case of Executive, to Executive’s last known address as reflected in the Company’s records, or to such other address as Executive shall designate by written notice to the Company. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given if personally delivered or at the time of mailing if sent by registered or certified mail.

(r) Survival. Cessation or termination of Executive’s employment with the Company shall not result in termination of this Agreement. The respective obligations of Executive and the Company as provided in Sections 4, 5, 6 and 7 of this Agreement and the Indemnification Agreement shall survive cessation or termination of Executive’s employment hereunder.

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(s) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed on its behalf by an officer thereunto duly authorized and Executive has duly executed this Agreement, all as of the date and year first written above.

UNITED RENTALS, INC.	EXECUTIVE:
By: /s/ Wayland R. Hicks	/s/ Kurtis T. Barker
Name:  Wayland R. Hicks	Kurtis T. Barker
Title:    Chief Executive Officer

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EXHIBIT B

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT is entered into as of this              day of     , 2006, by and between United Rentals, Inc., a Delaware corporation (the ‘Company’), and                                          (‘Indemnitee’).

RECITALS

A. The Company is aware that because of the increased exposure to litigation costs, talented and experienced persons are increasingly reluctant to serve or continue serving as directors and officers of corporations unless they are protected by comprehensive liability insurance and indemnification.

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such directors and officers with adequate guidance regarding the proper course of action.

C. The Board of Directors of the Company (the ‘Board’) has concluded that, in order to retain and attract talented and experienced individuals to serve as officers and directors of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, the Company should contractually indemnify its officers and directors, and the officers and directors of its subsidiaries, in connection with claims against such officers and directors in connection with their services to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification could be detrimental to the Company, its subsidiaries and stockholders.

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Definitions.

(a) Agent. ‘Agent’ with respect to the Company means any person who is or was a director, officer, employee or other agent of the Company or a Subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interests of, the Company or a Subsidiary of the Company as a director, officer, employee or agent of another entity or enterprise; or was a director, officer, employee or agent of a predecessor corporation (or other predecessor entity or enterprise) of the Company or a Subsidiary of the Company, or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor.

(b) Expenses. ‘Expenses’ means all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees, costs of investigation and related disbursements) incurred by the Indemnitee in connection with the investigation, settlement, defense or appeal of a Proceeding covered hereby or the establishment or enforcement of a right to indemnification under this Agreement.

(c) Proceeding. ‘Proceeding’ means any threatened, pending, or completed claim, suit or action, whether civil, criminal, administrative, investigative or otherwise.

B-1

(d) Subsidiary. ‘Subsidiary’ means any corporation or other entity of which more than 10% of the outstanding voting securities or other voting interests is owned directly or indirectly by the Company, and one or more other Subsidiaries, taken as a whole.

2. Maintenance of Liability Insurance.

(a) The Company hereby covenants and agrees with Indemnitee that, subject to Section 2(b), the Company shall obtain and maintain in full force and effect directors’ and officers’ liability insurance (‘D&O Insurance’) in reasonable amounts as the Board of Directors shall determine from established and reputable insurers. In no event shall the terms of such D&O Insurance be less favorable to Indemnitee than the terms generally applicable to the Company’s executive officers generally.

(b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that the premium costs for such insurance are (i) disproportionate to the amount of coverage provided after giving effect to exclusions, and (ii) substantially more burdensome to the Company than the premiums charged to the Company for D&O Insurance currently in effect.

3. Mandatory Indemnification. The Company shall defend, indemnify and hold harmless Indemnitee:

(a) Third Party Actions. If Indemnitee is a person who was or is a party, or is threatened to be made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by such person in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

(b) Derivative Actions. If Indemnitee is a person who was or is a party, or is threatened to be made a party, to any Proceeding by or in the right of the Company by reason of the fact that he is or was an Agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue or matter for which such person is judged in a final, non-appealable decision to be liable to the Company by a court of competent jurisdiction, unless and only to the extent that the court in which such Proceeding was brought or the Court of Chancery of Delaware shall determine that Indemnitee is fairly and reasonably entitled to indemnity.

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(c) Actions Where Indemnitee Is Deceased. If Indemnitee is a person who was or is a party, or is threatened to be made a party, to any Proceeding by reason of the fact that he is or was an Agent of the Company, or by reason of anything done or not done by him in any such capacity, and prior to, during the pendency of, or after completion of, such Proceeding, the Indemnitee shall die, then the Company shall defend, indemnify and hold harmless the estate, heirs and legatees of the Indemnitee against any and all Expenses and liabilities incurred by or for such persons or entities in connection with the investigation, defense, settlement or appeal of such Proceeding on the same basis as provided for the Indemnitee in Sections 3(a) and 3(b) above.

The Expenses and liabilities covered hereby shall be net of any payments by D&O Insurance carriers or others.

4. Partial Indemnification. If Indemnitee is found under Section 3, 6 or 9 hereof not to be entitled to indemnification for all of the Expenses relating to a Proceeding, the Company shall indemnify the Indemnitee for any portion of such Expenses not specifically precluded by the operation of such Section 3, 6 or 9.

5. Indemnification Procedures; Mandatory Advancement of Expenses.

(a) Promptly after receipt by Indemnitee of notice to him or her of the commencement or threat of any Proceeding covered hereby, Indemnitee shall notify the Company of the commencement or threat thereof, provided that any failure to so notify shall not relieve the Company of any of its obligations hereunder.

(b) If, at the time of the receipt of a notice pursuant to Section 5(a) above, the Company has D&O Insurance in effect, the Company shall give prompt notice of the Proceeding or claim to its insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) Indemnitee shall be entitled to retain one or more counsel from time to time selected by it in its sole discretion to act as its counsel in and for the investigation, defense, settlement or appeal of each Proceeding.

(d) The Company shall bear all fees and Expenses (including invoices for reasonable and customary advance retainers) of such counsel, and all fees and Expenses invoiced by other persons or entities, in connection with the investigation, defense, settlement or appeal of each such Proceeding. Such fees and Expenses are referred to herein as ‘Covered Expenses.’

(e) Until a determination to the contrary under Section 6 hereof is made, the Company shall advance all Covered Expenses in connection with each Proceeding. If required by law, as a condition to such advances, Indemnitee shall, at the request of the Company, agree to repay such amounts advanced if it shall ultimately be determined by a final order of a court that Indemnitee is not entitled to be indemnified by the Company by the terms hereof or under applicable law.

(f) Each advance to be made hereunder shall be paid by the Company to Indemnitee within 10 days following delivery of a written request therefor by Indemnitee to the Company.

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(g) The Company acknowledges the potentially severe damage to Indemnitee should the Company fail timely to make such advances to Indemnitee.

6. Determination of Right to Indemnification.

(a) To the extent Indemnitee has been successful on the merits or otherwise in defense of any Proceeding, claim, issue or matter covered hereby, Indemnitee need not repay any of the Expenses advanced in connection with the investigation, defense or appeal of such Proceeding.

(b) If Section 6(a) is inapplicable, the Company shall remain obligated to indemnify Indemnitee, and Indemnitee need not repay Expenses previously advanced, unless the Company, by motion before a court of competent jurisdiction, obtains an order for preliminary or permanent relief suspending or denying the obligation to advance or indemnify for Expenses.

(c) Notwithstanding a determination by a court that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery of Delaware for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement.

(d) Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any Proceeding under Section 6(b) or 6(c) and against all Expenses incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of Indemnitee in any such Proceeding were frivolous or made in bad faith.

7. Certificate of Incorporation and By-Laws. The Company agrees that the Company’s Certificate of Incorporation and By-laws in effect on the date hereof shall not be amended to reduce, limit, hinder or delay (i) the rights of Indemnitee granted hereby, or (ii) the ability of the Company to indemnify Indemnitee as required hereby. The Company further agrees that it shall exercise the powers granted to it under its Certificate of Incorporation, its By-laws and by applicable law to indemnify Indemnitee to the fullest extent possible as required hereby.

8. Witness Expenses. The Company agrees to compensate Indemnitee for the reasonable value of his or her time spent, and to reimburse Indemnitee for all Expenses (including attorneys’ fees and travel costs) incurred by him or her, in connection with being a witness, or if Indemnitee is threatened to be made a witness, with respect to any Proceeding, by reason of his or her serving or having served as an Agent of the Company.

9. Exceptions. Notwithstanding any other provision hereunder to the contrary, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense (other than Proceedings under Section 6(b) or Section 6(c) or brought to establish or enforce a right to indemnification under this Agreement or the provisions of the Company’s Certificate of Incorporation or By-laws unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding were not made in good faith or were frivolous).

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(b) Unauthorized Settlements. To indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding covered hereby without the prior written consent of the Company to such settlement.

10. Non-exclusivity. This Agreement is not the exclusive arrangement between the Company and Indemnitee regarding the subject matter hereof and shall not diminish or affect any other rights which Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or By-laws, under other agreements, or otherwise.

11. Continuation After Term. Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as a director or Agent of the Company and the benefits hereof shall inure to the benefit of the heirs, executors and administrators of Indemnitee.

12. Interpretation of Agreement. This Agreement shall be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, provisions of the Agreement shall not in any way be affected or impaired thereby, and to the fullest extent possible, the provisions of this Agreement shall be construed or altered by the court so as to remain enforceable and to provide Indemnitee with as many of the benefits contemplated hereby as are permitted under law.

14. Counterparts, Modification and Waiver. This Agreement may be signed in counterparts. This Agreement constitutes a separate agreement between the Company and Indemnitee and may be supplemented or amended as to Indemnitee only by a written instrument signed by the Company and Indemnitee, with such amendment binding only the Company and Indemnitee. All waivers must be in a written document signed by the party to be charged. No waiver of any of the provisions of this Agreement shall be implied by the conduct of the parties. A waiver of any right hereunder shall not constitute a waiver of any other right hereunder.

15. Notices. All notices, demands, consents, requests, approvals and other communications required or permitted hereunder shall be in writing and shall be deemed to have been properly given if hand delivered (effective upon receipt or when refused), or if sent by a courier freight prepaid (effective upon receipt or when refused), in the case of the Company, at the addresses listed below, or to such other addresses as the parties may notify each other in writing.

To Company: United Rentals, Inc. Five Greenwich Office Park Greenwich, CT 06830 Attention: Chief Executive Officer

To Indemnitee: At the Indemnitee’s residence address and facsimile number on the records of the Company from time to time.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware.

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IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first above written.

UNITED RENTALS, INC.
By
Name:	Wayland Hicks
Title:	Chief Executive Officer
INDEMNITEE:
Name:

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EX-31.(A)

EXHIBIT 31(a)

CERTIFICATIONS

I, Michael J. Kneeland, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

August 1, 2007

/s/ Michael J. Kneeland

Michael J. Kneeland

Chief Executive Officer

EX-31.(B)

EXHIBIT 31(b)

CERTIFICATIONS

I, Martin E. Welch III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

August 1, 2007

/s/ MARTIN E. WELCH III

Martin E. Welch III

Chief Financial Officer

EX-32.(A)

EXHIBIT 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission (the “Report”), I, Michael J. Kneeland, Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/s/ Michael J. Kneeland

Michael J. Kneeland

Chief Executive Officer

August 1, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Companies and will be retained by the Companies and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.(B)

EXHIBIT 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission (the “Report”), I, Martin E. Welch III, Chief Financial Officer of the Companies, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/s/ MARTIN E. WELCH III

Martin E. Welch III

Chief Financial Officer

August 1, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Companies and will be retained by the Companies and furnished to the Securities and Exchange Commission or its staff upon request.