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 March 31, 2009

¨ 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 Delaware	06-1522496 06-1493538
(States 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨ (registrant is not yet required to provide financial disclosure in an Interactive Data File format)

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

Large Accelerated Filer  x Accelerated Filer  ¨ Non-Accelerated Filer  ¨ Smaller Reporting Company  ¨

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 April 28, 2009, there were 60,125,200 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 MARCH 31, 2009

INDEX

		Page
PART I	FINANCIAL INFORMATION	4
Item 1	Unaudited Condensed Consolidated Financial Statements	4
	United Rentals, Inc. Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008 (unaudited)	4
	United Rentals, Inc. Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and 2008 (unaudited)	5
	United Rentals, Inc. Condensed Consolidated Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2009 (unaudited)	6
	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 (unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4	Controls and Procedures	27
PART II	OTHER INFORMATION	28
Item 1	Legal Proceedings	28
Item 1A	Risk Factors	28
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6	Exhibits	29
	Signatures	30

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “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 differ materially from those projected by any forward-looking statements. Certain of such risks and uncertainties are described in our annual report on Form 10-K for the year ended December 31, 2008. Our forward-looking statements contained herein 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 revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except share data)

	March 31, 2009			December 31, 2008
ASSETS
Cash and cash equivalents	$	96		$	77
Accounts receivable, net of allowance for doubtful accounts of $25 and $23 at March 31, 2009 and December 31, 2008, respectively		359			454
Inventory		59			59
Prepaid expenses and other assets		33			37
Deferred taxes		75			76
Total current assets		622			703
Rental equipment, net		2,620			2,746
Property and equipment, net		444			447
Goodwill and other intangible assets, net		229			229
Other long-term assets		62			66
Total assets	$	3,977		$	4,191
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current maturities of long-term debt	$	11		$	13
Accounts payable		154			157
Accrued expenses and other liabilities		191			257
Total current liabilities		356			427
Long-term debt		3,075			3,186
Subordinated convertible debentures		146			146
Deferred taxes		410			414
Other long-term liabilities		46			47
Total liabilities		4,033			4,220
Common stock—$0.01 par value, 500,000,000 shares authorized, 60,123,487 and 59,890,226 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively		1			1
Additional paid-in capital		467			466
Accumulated deficit		(531	)		(512	)
Accumulated other comprehensive income		7			16
Total stockholders’ deficit		(56	)		(29	)
Total liabilities and stockholders’ deficit	$	3,977		$	4,191

See accompanying notes.

4

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share amounts)

	Three Months Ended March 31,
	2009			2008
Revenues:
Equipment rentals	$	448		$	578
Sales of rental equipment		67			66
New equipment sales		23			42
Contractor supplies sales		32			56
Service and other revenues		24			30
Total revenues		594			772
Cost of revenues:
Cost of equipment rentals, excluding depreciation		233			276
Depreciation of rental equipment		106			108
Cost of rental equipment sales		59			49
Cost of new equipment sales		20			34
Cost of contractor supplies sales		23			44
Cost of service and other revenues		9			12
Total cost of revenues		450			523
Gross profit		144			249
Selling, general and administrative expenses		108			129
Restructuring charge		4			3
Non-rental depreciation and amortization		14			15
Operating income		18			102
Interest expense, net		50			41
Interest expense—subordinated convertible debentures		2			2
Other income, net		(1	)		—
(Loss) income before (benefit) provision for income taxes		(33	)		59
(Benefit) provision for income taxes		(14	)		21
Net (loss) income	$	(19	)	$	38
(Loss) earnings per share:
Basic (loss) earnings per share	$	(0.32	)	$	0.37
Diluted (loss) earnings per share	$	(0.32	)	$	0.34

See accompanying notes.

5

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED)

(In millions)

	Common Stock			Additional Paid-in Capital		Accumulated Deficit			Comprehensive Loss			Accumulated Other Comprehensive Income
	Number of Shares	Amount
Balance at December 31, 2008	60	$	1	$	466	$	(512	)				$	16
Comprehensive loss:
Net loss							(19	)	$	(19	)
Other comprehensive loss:
Foreign currency translation adjustments										(9	)		(9	)
Comprehensive loss									$	(28	)
Other, net					1
Balance at March 31, 2009	60	$	1	$	467	$	(531	)				$	7

See accompanying notes.

6

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)

	Three Months Ended March 31,
	2009			2008
Cash Flows From Operating Activities:
Net (loss) income	$	(19	)	$	38
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		120			123
Amortization and write-off of deferred financing and related costs		4			2
Gain on sales of rental equipment		(8	)		(17	)
Gain on sales of non-rental equipment		(1	)		—
Non-cash adjustments to equipment		4			1
Stock compensation expense, net		2			1
Gain on repurchase of high yield notes		(4	)		—
(Decrease) increase in deferred taxes		(3	)		18
Changes in operating assets and liabilities:
Decrease in accounts receivable		93			65
Increase in inventory		—			(4	)
Decrease in prepaid expenses and other assets		4			2
(Decrease) increase in accounts payable		(3	)		81
Decrease in accrued expenses and other liabilities		(65	)		(84	)
Net cash provided by operating activities		124			226
Cash Flows From Investing Activities:
Purchases of rental equipment		(52	)		(136	)
Purchases of non-rental equipment		(12	)		(15	)
Proceeds from sales of rental equipment		67			66
Proceeds from sales of non-rental equipment		3			2
Purchases of other companies		(2	)		—
Net cash provided by (used in) investing activities		4			(83	)
Cash Flows From Financing Activities:
Proceeds from debt		2,564			—
Payments of debt		(2,670	)		(7	)
Other		(1	)		—
Net cash used in financing activities		(107	)		(7	)
Effect of foreign exchange rates		(2	)		(2	)
Net increase in cash and cash equivalents		19			134
Cash and cash equivalents at beginning of period		77			381
Cash and cash equivalents at end of period	$	96		$	515

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 holder.

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.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2008 (the “2008 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 unaudited condensed consolidated financial statements should be read in conjunction with the 2008 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 condition, 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.

New Accounting Pronouncements

In 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, “Fair Value Measurements” (“Statement 157”). We adopted the provisions of Statement 157 on January 1, 2008. Statement 157 defines fair value, establishes a market-based framework or hierarchy for measuring fair value and expands disclosures about fair value measurements. Statement 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. Statement 157 does not expand or require any new fair value measures; however, the application of this statement may change current practice. In February 2008, the FASB decided that an entity need not apply this standard to nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis until 2009. Accordingly, our adoption of this standard in 2008 was limited to financial assets and liabilities. The partial adoption of Statement 157 in 2008 for financial assets and liabilities did not have a material effect on our financial condition or results of operations. In the first quarter of 2009, we adopted the provisions of Statement 157 for our nonfinancial assets and liabilities, including those measured at fair value in impairment testing and those initially measured at fair value in a business combination. The full adoption of Statement 157 did not have a material effect on our financial condition or results of operations.

In April 2009, the FASB issued FASB Staff Position (“FSP”) FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP FAS 141(R)-1”). FSP FAS 141 (R)-1 amends and clarifies Statement No. 141(R), “Business Combinations,” to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. Under FSP FAS 141 (R)-1, an acquirer is required to recognize at fair value an asset acquired or liability assumed in a business

8

combination that arises from a contingency if the acquisition date fair value can be determined during the measurement period. If the acquisition date fair value cannot be determined, the acquirer applies the recognition criteria in Statement No. 5, “Accounting for Contingencies,” and Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss,” to determine whether the contingency should be recognized as of the acquisition date or after it. While there is no expected impact on our unaudited condensed consolidated financial statements with respect to the accounting for acquisitions completed prior to December 31, 2008, the adoption of FSP FAS 141 (R)-1 could materially change the accounting for business combinations consummated subsequent to that date.

In April 2009, the FASB announced that the proposed FSP FAS 107-b and APB 28-a, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-b and APB 28-a”), would be effective for interim and annual periods ending after June 15, 2009. FSP FAS 107-b and APB 28-a requires disclosure of the fair value of all financial assets and financial liabilities within the scope of Statement No. 107, “Disclosures about Fair Value of Financial Instruments,” for which it is practicable to estimate fair value, for interim and annual periods. We will include the additional disclosures required by FSP FAS 107-b and APB 28-a for interim and annual periods ending after the effective date of June 15, 2009.

2. Segment Information

Our reportable segments are general rentals and trench safety, pump and power. The general rentals segment includes the rental of construction, infrastructure, 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, which reflects the aggregation of several geographic general rentals regions, 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.

Operating segment revenues and profitability for the three months ended March 31, 2009 and 2008 were as follows:

	Three Months Ended March 31,
	2009		2008
Total reportable segment revenues
General rentals	$	558	$	727
Trench safety, pump and power		36		45
Total revenues	$	594	$	772
Total reportable segment depreciation and amortization expense
General rentals	$	114	$	117
Trench safety, pump and power		6		6
Total depreciation and amortization expense	$	120	$	123
Total reportable segment operating income
General rentals	$	15	$	93
Trench safety, pump and power		3		9
Total operating income	$	18	$	102
Total reportable segment capital expenditures
General rentals	$	61	$	149
Trench safety, pump and power		3		2
Total capital expenditures	$	64	$	151

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	March 31, 2009		December 31, 2008
Total reportable segment assets
General rentals	$	3,850	$	4,054
Trench safety, pump and power		127		137
Total assets	$	3,977	$	4,191

3. Income Taxes

We adopted the provisions of Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”) on January 1, 2007. We did not record any unrecognized income tax benefits as a result of the implementation of FIN 48. As of January 1 and December 31, 2008, we had $7 of unrecognized tax benefits, all of which would impact our effective tax rate if recognized. For the three months ended March 31, 2009, there was no change to our unrecognized tax benefits. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in selling, general and administrative expense.

We file income tax returns in the United States 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 prior to 2004. The Internal Revenue Service has completed audits for periods prior to 2006. Canadian authorities have concluded income tax audits for periods prior to 2006, and the Company has agreed to the findings; however, 2003 through 2005 remain open to transfer pricing audit adjustments. The Company anticipates a cash settlement relating to the 2003 through 2005 Canadian transfer pricing adjustments which would reduce the previously recorded uncertain tax positions by $4. Included in the balance of unrecognized tax benefits at March 31, 2009 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 12 months. However, based on the status of the ongoing audit examinations and alternative options available to the Company for certain of these tax positions, which could include legal proceedings, it is not possible to estimate the amount of the change, if any, to the previously recorded uncertain tax positions.

4. Goodwill and Other Intangible Assets

The carrying amount of our goodwill was $189 and $190 at March 31, 2009 and December 31, 2008, 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 one to 12 years. Amortization expense for other intangible assets was $2 for the three months ended March 31, 2009 and 2008. The cost of other intangible assets and related accumulated amortization as of March 31, 2009 was as follows:

	March 31, 2009
Gross carrying amount	$	85
Accumulated amortization		(45	)
Net amount	$	40

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5. Debt

Long-term debt consists of the following:

	March 31, 2009			December 31, 2008
URNA and subsidiaries:
$1.285 billion ABL Facility (1)	$	634		$	689
Accounts Receivable Securitization Facility (1)		227			259
7 3/4 percent Senior Subordinated Notes		521			521
7 percent Senior Subordinated Notes		269			269
6 1/2 percent Senior Notes		958			980
1 7/8 percent Convertible Senior Subordinated Notes		144			144
Other debt, including capital leases		41			45
Total URNA and subsidiaries debt		2,794			2,907
Less current portion		(11	)		(13	)
Long-term URNA and subsidiaries debt		2,783			2,894
Holdings:
14 percent Senior Notes		292			292
Total long-term debt (2)	$	3,075		$	3,186

(1) $561 and $0 were available under senior secured asset-based revolving credit facility (the “ABL facility”) and accounts receivable securitization facility, respectively, at March 31, 2009.

(2) In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 ¹/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. The initial conversion rate was 1.146 shares of common stock per preferred security (equivalent to an initial conversion price of $43.63 per share). In July 2008, following the completion of a modified “Dutch auction” tender offer pursuant to which we purchased shares of our common stock, the conversion price of the QUIPS was adjusted to $41.02 and, accordingly, each $50 (fifty dollars) in liquidation preference is now convertible into 1.219 shares of common stock. Total long-term debt at March 31, 2009 and December 31, 2008 excludes $146 of these Debentures, which are separately classified in our condensed consolidated balance sheets and referred to as “subordinated convertible debentures.” The subordinated convertible debentures reflect the obligation to our subsidiary that has issued the QUIPS. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the trust.

During the first quarter of 2009, URNA repurchased and retired an aggregate of $22 principal amount of our outstanding 6 ¹/2 percent Senior Notes due 2012 and recognized a gain of $4. The gain, which is reflected in interest expense, net in our condensed consolidated statements of operations, represents the difference between the net carrying amount of these securities and the total purchase price of $18.

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6. Legal and Regulatory Matters

As previously reported, subsequent to our November 14, 2007 announcement that affiliates of Cerberus Capital Management, L.P. (“Cerberus”) had notified us that they were not prepared to proceed with the purchase of the Company on the terms set forth in the merger agreement, three putative 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 sought to sue on behalf of a purported class of persons who purchased or otherwise acquired our securities between August 29, 2007 and November 14, 2007. The lawsuits named as defendants the Company, our directors and certain of our officers and alleged, among other things, that the named plaintiff and members of the purported class suffered damages when they purchased or otherwise acquired securities issued by the Company as a result of false and misleading statements and/or material omissions relating to the contemplated merger with affiliates of Cerberus contained in proxy materials that the Company disseminated and/or filed with the SEC in anticipation of the October 19, 2007 special meeting of stockholders and/or certain of the Company’s filings with the SEC and other public statements. On the basis of those allegations, plaintiff in each action asserted: (i) claims under Sections 10(b) and 14(a) of the Exchange Act and Rules 10b-5 and 14a-9 thereunder; and (ii) claims against the individual defendants under Section 20(a) of the Exchange Act. The complaints in these actions sought unspecified compensatory damages, costs, expenses and fees. The Court subsequently entered an order consolidating the three actions and appointing the Institutional Investor Group, consisting of First New York Securities, L.L.C. and Omni Partners LLP, as lead plaintiffs for the purported class.

On March 24, 2008, pursuant to a schedule approved by the Court, lead plaintiffs filed a consolidated amended complaint, which, among other things, (i) amended the purported class period to include purchasers of our publicly traded securities from July 23, 2007 to November 14, 2007; (ii) dropped as defendants one of our officers and all but one of our directors; (iii) named as additional defendants Cerberus, certain of its affiliates, its chief executive officer and one of its managing directors; and (iv) withdrew the previously asserted claim under Section 14(a) of the Exchange Act and Rule 14a-9 thereunder. On May 16, 2008, all defendants filed motions to dismiss the consolidated amended complaint in this action.

On March 10, 2009, the Court rendered an opinion and ruling granting defendants’ motions and dismissing the consolidated amended complaint without prejudice. The ruling granted lead plaintiffs leave to move to reopen the case within 30 days and to file a proposed amended complaint. On April 9, 2009, lead plaintiffs filed a motion to reopen judgment and filed a second consolidated amended complaint. The second consolidated amended complaint continues to assert claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder and, among other things: (i) amends the purported class period to include purchasers of our publicly traded securities from August 30, 2007 to November 14, 2007, and (ii) drops as defendants one of our directors and the Cerberus related defendants. The actions are now consolidated under the caption First New York Securities, L.L.C., et al. v. United Rentals, Inc. et al. We intend to move to dismiss the second consolidated amended complaint and to continue to defend against the action vigorously.

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 ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

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7. Earnings Per Share

Basic (loss) earnings per share is computed by dividing net (loss) 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. As previously reported and as discussed in our 2008 Form 10-K, in June 2008, we repurchased all of our outstanding Series C and Series D preferred stock. Diluted earnings per share for the three months ended March 31, 2008 include the impact of other dilutive securities, but exclude 3.3 million common stock equivalents associated with our QUIPS as their impact would be anti-dilutive. Diluted loss per share for the three months ended March 31, 2009 excludes the impact of approximately 10.3 million common stock equivalents since the effect of including these securities would be anti-dilutive. The following table sets forth the computation of basic and diluted (loss) earnings per share (shares in thousands):

	Three Months Ended March 31,
	2009			2008
Numerator:
Net (loss) income	$	(19	)	$	38
Convertible debt interest		—			—
Net (loss) income	$	(19	)	$	38
Denominator:
Weighted-average common shares		59,986			86,332
Series C preferred stock		—			12,000
Series D preferred stock		—			5,000
Denominator for basic (loss) earnings per share—weighted-average		59,986			103,332
Effect of dilutive securities:
Employee stock options and warrants		—			575
Convertible shares		—			6,461
Restricted stock units and other		—			397
Denominator for dilutive (loss) earnings per share—adjusted weighted-average shares		59,986			110,765
(Loss) earnings per share:
Basic (loss) earnings per share	$	(0.32	)	$	0.37
Diluted (loss) earnings per share	$	(0.32	)	$	0.34

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8. Condensed Consolidating Financial Information of Guarantor Subsidiaries

URNA is 100 percent owned by Holdings (“Parent”) and has outstanding (i) certain indebtedness that is guaranteed by Parent and (ii) certain indebtedness that is guaranteed by both Parent and, with the exception of its U.S. special purpose entity (the “SPV”) which holds receivable assets relating to the Company’s accounts receivable securitization facility, all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”). However, this indebtedness is not guaranteed by URNA’s foreign subsidiaries and the SPV (together, 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 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 SHEETS

March 31, 2009

	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries				Eliminations			Total
									Foreign		SPV
ASSETS
Cash and cash equivalents	$	—		$	2		$	10	$	84	$	—	$	—		$	96
Accounts receivable, net		—			—			—		51		308		—			359
Intercompany receivable (payable)		282			(771	)		486		3		—		—			—
Inventory		—			28			25		6		—		—			59
Prepaid expenses and other assets		—			6			24		3		—		—			33
Deferred taxes		—			75			—		—		—		—			75
Total current assets		282			(660	)		545		147		308		—			622
Rental equipment, net		—			1,507			864		249		—		—			2,620
Property and equipment, net		58			213			148		25		—		—			444
Investments in subsidiaries		131			1,901			—		—		—		(2,032	)		—
Goodwill and other intangibles, net		—			104			88		37		—		—			229
Other long-term assets		7			52			2		—		1		—			62
Total assets	$	478		$	3,117		$	1,647	$	458	$	309	$	(2,032	)	$	3,977
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current maturities of long-term debt	$	—		$	11		$	—	$	—	$	—	$	—		$	11
Accounts payable		—			64			77		13		—		—			154
Accrued expenses and other liabilities		52			79			52		8		—		—			191
Total current liabilities		52			154			129		21		—		—			356
Long-term debt		292			2,447			—		109		227		—			3,075
Subordinated convertible debentures		146			—			—		—		—		—			146
Deferred taxes		—			385			—		25		—		—			410
Other long-term liabilities		44			—			2		—		—		—			46
Total liabilities		534			2,986			131		155		227		—			4,033
Total stockholders’ equity (deficit)		(56	)		131			1,516		303		82		(2,032	)		(56	)
Total liabilities and stockholders’ equity (deficit)	$	478		$	3,117		$	1,647	$	458	$	309	$	(2,032	)	$	3,977

14

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2008

	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries					Eliminations			Total
									Foreign			SPV
ASSETS
Cash and cash equivalents	$	—		$	—		$	4	$	73		$	—	$	—		$	77
Accounts receivable, net		—			—			—		68			386		—			454
Intercompany receivable (payable) (1)		270			(783	)		517		(4	)		—		—			—
Inventory		—			25			27		7			—		—			59
Prepaid expenses and other assets		—			9			25		3			—		—			37
Deferred taxes		—			76			—		—			—		—			76
Total current assets		270			(673	)		573		147			386		—			703
Rental equipment, net		—			1,568			906		272			—		—			2,746
Property and equipment, net		57			215			150		25			—		—			447
Investments in subsidiaries (1)		161			1,961			—		—			—		(2,122	)		—
Goodwill and other intangibles, net		—			105			85		39			—		—			229
Other long-term assets		7			55			3		—			1		—			66
Total assets	$	495		$	3,231		$	1,717	$	483		$	387	$	(2,122	)	$	4,191
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current maturities of long-term debt	$	—		$	13		$	—	$	—		$	—	$	—		$	13
Accounts payable		—			44			96		17			—		—			157
Accrued expenses and other liabilities		41			103			96		17			—		—			257
Total current liabilities		41			160			192		34			—		—			427
Long-term debt		292			2,523			—		112			259		—			3,186
Subordinated convertible debentures		146			—			—		—			—		—			146
Deferred taxes		—			387			—		27			—		—			414
Other long-term liabilities		45			—			2		—			—		—			47
Total liabilities		524			3,070			194		173			259		—			4,220
Total stockholders’ equity (deficit) (1)		(29	)		161			1,523		310			128		(2,122	)		(29	)
Total liabilities and stockholders’ equity (deficit)	$	495		$	3,231		$	1,717	$	483		$	387	$	(2,122	)	$	4,191

(1) Reflects a 2008 dividend of $260 from URNA to Parent.

15

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009

	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries					Eliminations		Total
										Foreign		SPV
REVENUES
Equipment rentals	$	—		$	238		$	161		$	49	$	—		$	—	$	448
Sales of rental equipment		—			43			17			7		—			—		67
New equipment sales		—			12			7			4		—			—		23
Contractor supplies sales		—			13			13			6		—			—		32
Service and other revenues		—			13			8			3		—			—		24
Total revenues		—			319			206			69		—			—		594
Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			115			91			27		—			—		233
Depreciation of rental equipment		—			60			35			11		—			—		106
Cost of rental equipment sales		—			38			16			5		—			—		59
Cost of new equipment sales		—			11			6			3		—			—		20
Cost of contractor supplies sales		—			9			10			4		—			—		23
Cost of service and other revenues		—			5			3			1		—			—		9
Total cost of revenues		—			238			161			51		—			—		450
Gross profit		—			81			45			18		—			—		144
Selling, general and administrative expenses		9			43			38			13		5			—		108
Restructuring charge		—			4			—			—		—			—		4
Non-rental depreciation and amortization		4			5			4			1		—			—		14
Operating (loss) income		(13	)		29			3			4		(5	)		—		18
Interest expense, net		8			37			3			1		1			—		50
Interest expense-subordinated convertible debentures		2			—			—			—		—			—		2
Other (income) expense, net		(16	)		12			11			2		(10	)		—		(1	)
(Loss) income before (benefit) provision for income taxes		(7	)		(20	)		(11	)		1		4			—		(33	)
(Benefit) provision for income taxes		(3	)		(8	)		(5	)		—		2			—		(14	)
(Loss) income before equity in net (loss) earnings of subsidiaries		(4	)		(12	)		(6	)		1		2			—		(19	)
Equity in net (loss) earnings of subsidiaries		(15	)		(3	)		—			—		—			18		—
Net (loss) income	$	(19	)	$	(15	)	$	(6	)	$	1	$	2		$	18	$	(19	)

16

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2008

	Parent			URNA		Guarantor Subsidiaries		Non-Guarantor Subsidiaries					Eliminations			Total
								Foreign		SPV
REVENUES
Equipment rentals	$	—		$	280	$	225	$	73	$	—		$	—		$	578
Sales of rental equipment		—			35		25		6		—			—			66
New equipment sales		—			20		13		9		—			—			42
Contractor supplies sales		—			20		26		10		—			—			56
Service and other revenues		—			15		11		4		—			—			30
Total revenues		—			370		300		102		—			—			772
Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			126		115		35		—			—			276
Depreciation of rental equipment		—			55		40		13		—			—			108
Cost of rental equipment sales		—			27		18		4		—			—			49
Cost of new equipment sales		—			15		11		8		—			—			34
Cost of contractor supplies sales		—			16		20		8		—			—			44
Cost of service and other revenues		—			6		4		2		—			—			12
Total cost of revenues		—			245		208		70		—			—			523
Gross profit		—			125		92		32		—			—			249
Selling, general and administrative expenses		—			55		52		18		4			—			129
Restructuring charge		—			3		—		—		—			—			3
Non-rental depreciation and amortization		3			6		5		1		—			—			15
Operating (loss) income		(3	)		61		35		13		(4	)		—			102
Interest expense, net		—			39		—		2		—			—			41
Interest expense-subordinated convertible debentures		2			—		—		—		—			—			2
Other (income) expense, net		(15	)		14		13		1		(13	)		—			—
Income before provision for income taxes		10			8		22		10		9			—			59
Provision for income taxes		4			3		8		3		3			—			21
Income before equity in net earnings (loss) of subsidiaries		6			5		14		7		6			—			38
Equity in net earnings (loss) of subsidiaries		32			27		—		—		—			(59	)		—
Net income (loss)	$	38		$	32	$	14	$	7	$	6		$	(59	)	$	38

17

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2009

	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by operating activities	$	1		$	39		$	8		$	7		$	69		$	—	$	124
Net cash (used in) provided by investing activities		(5	)		6			(1	)		4			—			—		4
Net cash provided by (used in) financing activities		4			(43	)		(1	)		2			(69	)		—		(107	)
Effect of foreign exchange rates		—			—			—			(2	)		—			—		(2	)
Net increase in cash and cash equivalents		—			2			6			11			—			—		19
Cash and cash equivalents at beginning of period		—			—			4			73			—			—		77
Cash and cash equivalents at end of period	$	—		$	2		$	10		$	84		$	—		$	—	$	96

18

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2008

	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash (used in) provided by operating activities	$	(2	)	$	115		$	29		$	17		$	67		$	—	$	226
Net cash used in investing activities		—			(41	)		(25	)		(17	)		—			—		(83	)
Net cash provided by (used in) financing activities		2			56			—			2			(67	)		—		(7	)
Effect of foreign exchange rates		—			—			—			(2	)		—			—		(2	)
Net increase in cash and cash equivalents		—			130			4			—			—			—		134
Cash and cash equivalents at beginning of period		—			325			—			56			—			—		381
Cash and cash equivalents at end of period	$	—		$	455		$	4		$	56		$	—		$	—	$	515

9. Subsequent Event

In the second quarter of 2009, we expect to record a charge of between $25 and $30 principally related to the planned closure of 39 branches. The charge is expected to include a non-cash component of approximately $14 related to the aggregate impact of impairing certain rental assets and writing off leasehold improvements.

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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 618 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 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 better maintained equipment, and greater flexibility to transfer equipment among branches.

We offer for rent approximately 2,800 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 used rental equipment, sales of new equipment, contractor supplies sales and service and other. In 2008, rental equipment revenues represented 76 percent of our total revenues.

As we expected, the first quarter of 2009 has been challenging for both our company and the U.S. equipment rental industry. Despite these challenges, we believe our strategy- which includes a continued focus on our core rental business, optimization of fleet management, disciplined cost controls, and free cash flow generation- will position us to weather the economic downturn, enable us to strengthen our leadership position and improve our returns to stockholders once economic conditions improve.

As previously reported, the Company is subject to certain ongoing class action and derivative lawsuits, and recently settled an SEC inquiry. The U.S. Attorney’s office has also requested information from the Company about matters related to the SEC inquiry. As previously reported, in the third quarter of 2008, we consented, without admitting or denying the allegations in the SEC’s complaint, to the entry of a judgment requiring us to pay a civil penalty of $14 and disgorgement of one dollar and enjoining us from violations of certain provisions of the federal securities laws in the future. We cannot predict the outcome or other consequences of these matters to the Company and, other than the previously disclosed charge we recognized in the fourth quarter of 2008 related to our contribution toward the settlement of the previously reported In re United Rentals, Inc. Securities Litigation, we have not accrued any amounts related to their ultimate disposition. Any liabilities resulting from an adverse judgment or settlement of these 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 advancement or reimbursement of attorneys’ fees incurred by indemnified officers and directors, are expensed as incurred.

Financial Overview

Net (loss) income. Net (loss) income and diluted (loss) earnings per share for the three months ended March 31, 2009 and 2008 were as follows:

	Three Months Ended March 31,
	2009			2008
Net (loss) income	$	(19	)	$	38
Diluted (loss) earnings per share	$	(0.32	)	$	0.34

20

The first quarter of 2009 net loss of $19, or $(0.32) per diluted share, compares with net income of $38, or $0.34 per diluted share, in the first quarter of 2008. Our results for the three months ended March 31, 2009 and 2008 include after-tax restructuring charges of $3, or $0.04 per diluted share, and $2, or $0.02 per diluted share, respectively, related to branch closure and severance costs. The decline in profitability reflects lower equipment rental revenue and gross profit in a very challenging construction environment, partially offset by savings realized from our ongoing initiatives to reduce operating costs.

EBITDA GAAP Reconciliation. EBITDA represents the sum of (loss) income before (benefit) provision for income taxes, interest expense, net, interest expense-subordinated convertible debentures, depreciation-rental equipment, non-rental depreciation and amortization and stock compensation expense. Adjusted EBITDA represents EBITDA plus the restructuring charge. Management believes that EBITDA and adjusted EBITDA provide useful information about operating performance and period-over-period growth. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity. The table below provides a reconciliation between (loss) income before (benefit) provision for income taxes and EBITDA and adjusted EBITDA.

	Three Months Ended March 31,
	2009			2008
(Loss) income before (benefit) provision for income taxes	$	(33	)	$	59
Interest expense, net		50			41
Interest expense—subordinated convertible debentures		2			2
Depreciation—rental equipment		106			108
Non-rental depreciation and amortization		14			15
Stock compensation expense		2			1
EBITDA	$	141		$	226
Restructuring charge		4			3
Adjusted EBITDA	$	145		$	229

For the three months ended March 31, 2009, EBITDA decreased $85, or 37.6 percent, primarily reflecting lower equipment rental revenue and gross profit, partially offset by cost reductions.

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, 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, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter. The balance of accounts receivable, net decreased $95, or 20.9 percent, as compared to December 31, 2008, consistent with the sequential decline in total revenues over that same period.

21

Revenues by segment were as follows:

	General rentals		Trench safety, pump and power		Total
Three months ended March 31, 2009
Equipment rentals	$	418	$	30	$	448
Sales of rental equipment		64		3		67
New equipment sales		21		2		23
Contractor supplies sales		31		1		32
Service and other revenues		24		—		24
Total revenues	$	558	$	36	$	594
Three months ended March 31, 2008
Equipment rentals	$	542	$	36	$	578
Sales of rental equipment		63		3		66
New equipment sales		40		2		42
Contractor supplies sales		54		2		56
Service and other revenues		28		2		30
Total revenues	$	727	$	45	$	772

Equipment rentals. 2009 equipment rentals of $448 decreased $130, or 22.5 percent, reflecting an 11.5 percent rate decline and a 2.4 percentage point decrease in time utilization on a smaller fleet. Equipment rentals represented 75 percent of total revenues for the three months ended March 31, 2009 and 2008. On a segment basis, equipment rentals represented 75 percent and 83 percent of total revenues for general rentals and trench safety, pump and power, respectively. General rentals equipment rentals decreased $124, or 22.9 percent, reflecting a 20.4 percent decrease in same-store rental revenues. Trench safety, pump and power equipment rentals decreased $6, or 16.7 percent, reflecting a 14.6 percent decrease in same-store rental revenues.

Sales of rental equipment. For the three months ended March 31, 2009 and 2008, sales of rental equipment represented 11 and 9 percent of our total revenues, respectively, and our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2009, sales of rental equipment increased 1.5 percent as compared to the same period in 2008.

New equipment sales. For the three months ended March 31, 2009 and 2008, sales of new equipment represented 4 and 5 percent of our total revenues, respectively. Our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2009, sales of new equipment declined $19, or 45.2 percent, as compared to the same period in 2008, primarily reflecting a decline in the volume of equipment sold.

Contractor supplies sales. Contractor supplies sales 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 months ended March 31, 2009, contractor supplies sales declined 42.9 percent as compared to the same period in 2008. The decline reflects a reduction in the volume of supplies sold, consistent with a weak construction environment, partially offset by improved pricing and product mix.

Service and other revenues. Service and other revenues primarily represent our revenues earned from providing repair and maintenance 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 revenues. For the three months ended March 31, 2009, service and other revenues declined 20.0 percent as compared to the same period in 2008, primarily reflecting decreased revenues from service labor and parts sales.

22

Segment Operating Income

Segment operating income and operating margin were as follows:

	General rentals			Trench safety, pump and power			Total
Three months ended March 31, 2009
Operating Income	$	15		$	3		$	18
Operating Margin		2.7	%		8.3	%		3.0	%
Three months ended March 31, 2008
Operating Income	$	93		$	9		$	102
Operating Margin		12.8	%		20.0	%		13.2	%

For the three months ended March 31, 2009, operating income decreased by $84, or 82.4 percent, and operating margin decreased 10.2 percentage points to 3.0 percent, reflecting a decline in gross profit in a weak construction environment, partially offset by a $21 reduction in selling, general and administrative expenses. On a segment basis, our general rentals and trench safety, pump and power operating margins decreased 10.1 percentage points and 11.7 percentage points, respectively, reflecting continued pervasive weakness in non-residential construction.

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

	Three Months Ended
	March 31, 2009		March 31, 2008
Total gross margin	24.2	%	32.3	%
Equipment rentals	24.3	%	33.6	%
Sales of rental equipment	11.9	%	25.8	%
New equipment sales	13.0	%	19.0	%
Contractor supplies sales	28.1	%	21.4	%
Service and other revenues	62.5	%	60.0	%

For the three months ended March 31, 2009, total gross margin decreased 8.1 percentage points as compared to the same period in 2008, primarily reflecting decreased gross margins from equipment rentals and sales of rental equipment, partially offset by increased gross margins on contractor supplies sales. Equipment rentals gross margin decreased 9.3 percentage points, primarily reflecting an 11.5 percent decrease in rental rates and a 2.4 percentage point decrease in time utilization on a smaller fleet, partially offset by savings realized from ongoing cost saving initiatives. The gross margin decline on sales of rental equipment of 13.9 percentage points primarily reflects a higher percentage of sales through used equipment auctions which yield lower margins. The increase in gross margins on contractor supplies sales of 6.7 percentage points primarily reflects favorable changes in product mix and pricing as well as reduced infrastructure costs.

Selling, general and administrative expenses (SG&A). SG&A expense information for the three months ended March 31, 2009 and 2008 was as follows:

	Three Months Ended
	March 31, 2009			March 31, 2008
Total SG&A expenses	$	108		$	129
SG&A as a percentage of revenue		18.2	%		16.7	%

23

SG&A expense primarily includes sales force compensation, 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 March 31, 2009, SG&A expense of $108 declined $21 as compared to 2008 and increased by 1.5 percentage points as a percentage of revenue. The decline in the absolute level of our SG&A reflects the benefits we are realizing from our cost-saving initiatives, including reduced compensation costs, partially offset by normal inflationary increases. The deterioration in our SG&A ratio reflects a substantial reduction in revenue in a weak construction environment.

Restructuring charge. For the three months ended March 31, 2009 and 2008, restructuring charges relate to the closure of 10 and 23 branches, respectively, and severance costs associated with reductions in headcount of approximately 500 in both periods. As discussed below under “Second Quarter 2009 Restructuring and Asset Impairment Charge”, in the second quarter of 2009, we expect to record additional charges related to branch closures.

Interest expense, net for the three months ended March 31, 2009 and 2008 was as follows:

	Three Months Ended
	March 31, 2009		March 31, 2008
Interest expense, net	$	50	$	41

Interest expense, net for the three months ended March 31, 2009 increased $9 as compared to the same period in 2008, primarily relating to increased debt following the preferred stock repurchase and the modified “Dutch auction” tender offer completed in the second and third quarters of 2008. Interest expense for the three months ended March 31, 2009 includes a gain of $4 related to the repurchase of $22 of our outstanding senior notes during the quarter.

Income taxes. The following table summarizes our (benefit) provision for income taxes and the related effective tax rate for the three months ended March 31, 2009 and 2008:

	Three Months Ended
	March 31, 2009			March 31, 2008
(Loss) income before (benefit) provision for income taxes	$	(33	)	$	59
(Benefit) provision for income taxes		(14	)		21
Effective tax rate		42.4	%		35.6	%

The difference between the 2009 effective tax rate of 42.4 percent and the U.S. federal statutory income tax rate of 35 percent primarily relates to the geographical mix of income between foreign and domestic operations. The difference between the 2008 effective tax rate of 35.6 percent and the U.S. federal statutory income tax primarily relates to state income taxes, partially offset by fuel tax credits, tax on foreign earnings and the release of state tax valuation allowances.

Second Quarter 2009 Restructuring and Asset Impairment Charge. In the second quarter of 2009, we expect to record a charge of between $25 and $30 principally related to the planned closure of 39 branches. The charge is expected to include a non-cash component of approximately $14 related to the aggregate impact of impairing certain rental assets and writing off leasehold improvements. The balance of the charge will relate to lease termination and severance costs.

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 terms and other 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.

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Our principal existing sources of cash are cash generated from operations, including from the sale of rental equipment, and borrowings available under our ABL facility and accounts receivable securitization facility. As of March 31, 2009, we had (i) $561 of borrowing capacity available under our ABL facility and (ii) cash and cash equivalents of $96. Cash equivalents at March 31, 2009 consist of high quality, low risk investments. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

We expect that our principal needs for cash relating to our existing operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale and (iii) debt service. 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.

Retirement of Senior Notes. As discussed above, in the first quarter of 2009, we repurchased and retired an aggregate of $22 principal amount of our outstanding 6 ¹/2percent Senior Notes. Interest expense for the three months ended March 31, 2009 includes a gain of $4, representing the difference between the net carrying amount of the securities and the purchase price of $18.

Loan Covenants and Compliance. As of March 31, 2009, we were in compliance with the covenants and other provisions of our ABL 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 three months ended March 31, 2009, we (i) generated cash from operating activities of $124 and (ii) generated cash from the sale of rental and non-rental equipment of $70. We used cash during this period principally to (i) fund payments on debt, net of proceeds, of $106 and (ii) purchase rental and non-rental equipment of $64. During the three months ended March 31, 2008, we (i) generated cash from operating activities of $226 and (ii) generated cash from the sale of rental and non-rental equipment of $68. We used cash during this period principally to purchase rental and non-rental equipment of $151.

Free Cash Flow GAAP Reconciliation. We define free cash flow as (i) net cash provided by operating activities less (ii) purchases of rental and non-rental equipment plus (iii) proceeds from sales of rental and non-rental equipment and excess tax benefits from share-based payment arrangements. Management believes free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow.

	Three Months Ended March 31,
	2009			2008
Net cash provided by operating activities	$	124		$	226
Purchases of rental equipment		(52	)		(136	)
Purchases of non-rental equipment		(12	)		(15	)
Proceeds from sales of rental equipment		67			66
Proceeds from sales of non-rental equipment		3			2
Excess tax benefits from share-based payment arrangements		(1	)		—
Free cash flow	$	129		$	143

Free cash flow for the three months ended March 31, 2009 was $129, a decrease of $14 as compared to free cash flow of $143 for the three months ended March 31, 2008. The year-over-year decrease in free cash flow reflects lower cash generated from operating activities, partially offset by reduced purchases of rental equipment.

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Our credit ratings as of April 24, 2009 were as follows:

	Corporate Rating	Outlook
Moody’s (1)	B2	Negative
S&P (1)	BB-	Negative
Fitch (1)	B+	Stable

(1) Following the Company’s June 2008 announcement of the repurchase of its Series C and D preferred stock and modified “Dutch auction” tender offer for its common stock, both Moody’s and Standard & Poor’s placed the Company on negative outlook (the corporate rating at the time was B1 and BB-, respectively) and Fitch downgraded the Company from BB- to B+ with a stable outlook. In January 2009, after the Company announced its goodwill impairment charge and in recognition of the deteriorating economic environment, Moody’s downgraded the Company to B2, while Standard & Poor’s affirmed its BB- rating. Both rating agencies retained a negative outlook. Fitch has retained its B+ rating with a stable outlook.

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.

Certain Information Concerning Off-Balance Sheet Arrangements. We lease real estate and non-rental equipment under operating leases as a regular business activity. As part of some of our non-rental equipment operating leases, we guarantee that the value of the equipment at the end of the lease term will not be less than a specified projected residual value. If the actual residual value for all equipment subject to such guarantees were to be zero, then our maximum potential liability under these guarantees would be approximately $16. Under current circumstances we do not anticipate paying significant amounts under these guarantees; however, we cannot be certain that changes in market conditions or other factors will not cause the actual residual values to be lower than those currently anticipated. In accordance with Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” this potential liability was not reflected on our balance sheet as of March 31, 2009 or December 31, 2008 as we believe that proceeds from the sale of the equipment under these operating leases would approximate the payment obligation.

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 licenses its tradename and other intangibles and 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. As of March 31, 2009, we had an aggregate of $861 of indebtedness that bears interest at variable rates. As of March 31, 2009, the variable rate debt included $634 of borrowings under our ABL facility and $227 of borrowings under our accounts receivable securitization facility. The interest rates applicable to our variable rate debt on March 31, 2009 were (i) 3.3 percent for the ABL facility and (ii) 1.7 percent for the accounts receivable securitization facility. As of March 31, 2009, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $5 for each one percentage point increase in the interest rates applicable to our variable rate debt.

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The amount of our variable rate indebtedness may fluctuate significantly as a result of changes in the amount of indebtedness outstanding under our ABL facility and accounts receivable securitization facility.

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 2008 relative to the Company as a whole, a 10 percent change in this exchange rate would not have a material impact on our earnings. We had no outstanding foreign exchange contracts as of March 31, 2009. We do not engage in purchasing forward exchange contracts for speculative purposes.

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 March 31, 2009. 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 March 31, 2009.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2009 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under note 6 to our unaudited condensed consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments and should be read in conjunction with note 13 to our consolidated financial statements for the year ended December 31, 2008 filed on Form 10-K on February 26, 2009.

The U.S. Environmental Protection Agency (the “EPA”) has notified the Company that we are a potential responsible party (“PRP”) at a former waste disposal facility included on the National Priorities List of contaminated sites. Under the federal Comprehensive Environmental Response, Compensation and Liability Act, also known as the Superfund law, persons identified as PRPs may be subject to strict, joint and several liability for the costs of cleaning up environmental contamination resulting from releases of hazardous substances at National Priorities List sites. We were identified by the EPA as a PRP at the Operating Industries, Inc. Superfund site in Monterey Park, California. The EPA has submitted a settlement offer to us in return for which we would be recognized as a de minimis party in regard to this site. These proceedings involve potential monetary sanctions of $100,000 or more. Although the Company cannot predict the outcome of this proceeding, it does not expect any such outcome to have a material adverse effect on its consolidated financial condition or results of operations.

Item 1A. Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our 2008 Form 10-K, which risk factors are incorporated herein by reference. 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.

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

(c) The following table provides information about purchases of Holdings’ common stock by the Holdings during the first quarter of 2009:

Period	Total Number of Shares Purchased	Average Price Paid Per Share
January 1, 2009 to January 31, 2009	—	$	—
February 1, 2009 to February 28, 2009	44,972	$	5.51
March 1, 2009 to March 31, 2009	60,854	$	3.31
Total (1)	105,826

(1) The shares were withheld by Holdings either to satisfy tax withholding obligations upon the vesting of restricted stock or restricted stock unit awards or to pay the exercise price upon the exercise of stock option or warrant grants. These shares were not acquired pursuant to any repurchase plan or program.

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Item 6. Exhibits

3(a)	Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)
3(b)	By-laws of United Rentals, Inc., amended as of January 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on January 20, 2009)
10(a)	First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on January 15, 2009)
10(b)	Third Amendment, dated March 13, 2009, to the Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on January 20, 2009)
10(c)	Separation Agreement and General Release, dated February 5, 2009, between United Rentals, Inc. and Roger E. Schwed (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on February 6, 2009)
10(d)	Employment Agreement, dated as of February 2, 2009, between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(gg) to the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2008)
10(e)	Indemnification Agreement, dated as of February 2, 2009, between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(pp) to the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2008)
10(f)*	Employment Agreement, last dated September 3, 2008, between United Rentals, Inc. and Ken DeWitt
10(g)	Master Exchange Agreement, dated as of January 1, 2009, among United Rentals Exchange, LLC, IPX1031 LLC, United Rentals (North America), Inc. and United Rentals Northwest, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed January 7, 2009)
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

* Filed herewith.

** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.

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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: April 29, 2009	By:	/S/    JOHN J. FAHEY
		John J. Fahey
		Vice President, Controller and Principal Accounting Officer
	UNITED RENTALS (NORTH AMERICA), INC.
Dated: April 29, 2009	By:	/S/    JOHN J. FAHEY
		John J. Fahey
		Vice President, Controller and Principal Accounting Officer

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EX-10.(F)

Exhibit 10(f)

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) between UNITED RENTALS, INC., a Delaware corporation, having a principal place of business at Five Greenwich Office Park, Greenwich, CT 06831 (United Rentals, Inc. and its subsidiaries, parents and other affiliates are referred to collectively as the “Company”), and KEN DEWITT (“Employee”) is hereby entered into as of the date identified below. It cancels and supersedes all prior agreements with respect to the subject matter hereof.

Recitals:

The Company engages in the business of 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. The Company may in the future also engage in other businesses. The businesses in which the Company is at any time engaged, to any extent, are collectively referred to as the “Business.”

Employee is or will be employed by the Company in a confidential relationship where Employee, in the course of his or her employment with the Company, has become or will become familiar with and aware of information which was established and maintained at great expense to the Company; this information is a Trade Secret (as defined below) and constitutes valuable goodwill of the Company. The protection of these Trade Secrets is of critical importance to the Company.

The Company will sustain great loss and damage if Employee should violate the provisions of this Agreement. Monetary damages for such losses would be extremely difficult to measure.

NOW, THEREFORE, in consideration of the Company’s employment of Employee on an at-will basis and the salary continuation described in Section 3.1, the Employee acknowledges that sufficient consideration is being granted in exchange for the terms and provisions contained herein, including, but not limited to, the non-compete provisions contained in Section 3 hereof and the assignment provision contained in Section 9(c) hereof. For the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:

1. Employment At Will: Full Time, Etc.

(a) Employee is employed on at-will basis. His or her employment may be terminated by the Company or by the Employee, at any time, for any reason, without notice or cause.

(b) During his or her employment, Employee shall devote his or her full time, attention and use best efforts to promote and further the business and services of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company, Employee shall not, during his or her employment, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior written consent of the Company.

(c) All funds received by Employee on behalf of the Company, if any, shall be held in trust for the Company and shall be delivered to the Company as soon as practicable.

(d) The Company shall reimburse Employee for properly documented expenses that are incurred by Employee on behalf of the Company in accordance with Company policies in effect from time to time.

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2. Trade Secrets: Confidentiality and Company Property. During and at all times after Employee’s employment with the Company:

(a) Employee will not disclose to any person or entity, without the Company’s prior written consent, any Trade Secrets or other Confidential Information (as defined below), whether prepared by Employee or others;

(b) Employee will not use any Trade Secrets or other Confidential Information in order to solicit or call upon any person or entity;

(c) Employee will not directly or indirectly use any Trade Secrets or other Confidential Information other than as directed by the Company in writing;

(d) Employee will not, except in the furtherance of the business of the Company, remove any Trade Secrets or other Confidential Information from the premises of the Company without the prior written consent of the Company;

(e) All products, correspondence, reports, records, charts, advertising materials, designs, plans, manuals, field guides, memoranda, lists and other property compiled or produced by Employee or delivered to Employee by or on behalf of the Company or by its customers (including, but not limited to, customers obtained by the Employee), whether or not Confidential Information, shall be and remain the property of the Company and shall be subject at all times to its direction and control;

(f) Upon termination of employment for any reason whatsoever, or upon request at any time, Employee will promptly deliver to the Company all originals and copies (whether in note, memo or other document form or on video, audio, computer tapes, discs or otherwise) of all Trade Secrets or other Confidential Information, and all property identified in Section 2(e) above, that is in Employee’s possession, custody or control, whether prepared by Employee or others;

(g) “Trade Secrets” shall mean all information not generally known about the business of the Company, which is subject to reasonable efforts to maintain its secrecy or confidentiality, and from which the Company derives economic value from the fact that the information is not generally known to others who may obtain economic value from its disclosure or use, regardless of whether such information is specifically designated as a trade secret, and regardless of whether such information may be protected as a trade secret under any applicable law.

(h) “Confidential Information” shall mean all information which is valuable to the Company and not generally known to the public, and includes, but is not limited to:

(i) business, strategic and marketing plans and forecasts, and the past results of such plans and forecasts;

(ii) business, pricing and management methods;

(iii) employee handbooks, operations manuals and best practices memoranda;

(iv) finances, strategies, systems, research, surveys, plans, reports, recommendations and conclusions;

(v) names of, arrangements with, or other information relating to, the Company’s customers, equipment suppliers, manufacturers, financiers, owners or operators, representatives and other persons who have business relationships with the Company or who are prospects for business relationships with the Company;

(vi) technical information, work product and know-how;

(vii) cost, operating, and other management information systems, and other software and programming;

(viii) the name of any company or business, any part of which is or at any time was a candidate for potential acquisition by the Company, together with all analyses and other information which the Company has generated, compiled or otherwise obtained with respect to such candidate, business

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or potential acquisition, or with respect to the potential effect of such acquisition on the Company’s business, assets, financial results or prospects; and

(ix) the Company’s Trade Secrets (note that some of the information listed above may also be a Trade Secret).

3. Non-Compete Provisions. The following covenants are made by Employee in partial consideration for the substantial economic investment made by the Company in the employment, education and training of Employee and the compensation and other benefits afforded by the Company to the Employee. Such covenants were material inducements to the Company in deciding to invest in Employee and giving Employee access to the Company’s Trade Secrets and Confidential Information.

(a) During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not, directly or indirectly (whether through affiliates, relatives or otherwise):

(i) in any Restricted Area (as hereinafter defined), be employed or retained by any person or entity who or which then competes with the Company to any extent, nor will Employee directly or indirectly own any interest in any such person or entity or render to it any consulting, brokerage, contracting, financial or other services or any advice, assistance or other accommodation. Employee shall be deemed to be employed or retained in the Restricted Area if Employee has an office in the Restricted Area or if Employee performs any duties or renders any advice with respect to any facility or business activities in the Restricted Area. A “Restricted Area” means each of:

(A) any state in the United States and any province in Canada in which the Company conducts any equipment rental or other equipment-related activity, it being agreed that each state and province is one unitary market for purposes of the Company’s business; and

(B) regardless of state, the area within a 50 mile radius of any office or facility of the Company in which or in relation to which Employee shall have performed any duties, or had management, financial or sales responsibilities, for the Company during the one year period preceding the termination of his or her employment.

(ii) Be employed or retained anywhere in the United States or Canada by a Similar Entity (as hereinafter defined), nor will Employee directly or indirectly own any interest in any Similar Entity or render to it any consulting, brokerage, financing, contracting, or other services. A “Similar Entity” means each of:

(A) the entities listed in Exhibit A to this Agreement;

(B) any entity which at any time during the term of Employee’s employment was a candidate for acquisition by or merger with the Company; and

(C) any entity which owns or owned any facility which was acquired by the Company, or was a candidate for acquisition by the Company, at any time during the term of Employee’s employment.

(b) During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not anywhere directly or indirectly (whether as an owner, partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons):

(i) solicit the business of, or call upon, any person or entity, or affiliate of any such person or entity, who or which is or was a customer, supplier, manufacturer, finder, broker, or other person who had a business relationship with the Company or who was a prospect for a business relationship

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with the Company at any time during the period of Employee’s employment, for the purpose of providing or obtaining any product or service reasonably deemed competitive with any product or service then offered by the Company;

(ii) approve, solicit or retain, or discuss the employment or retention (whether as an employee, consultant or otherwise) of any person who was an employee of the Company at any time during the one-year period preceding the termination of Employee’s employment;

(iii) solicit or encourage any person to leave the employ of the Company;

(iv) call upon or assist in the acquisition of any company which was, during the term of this Agreement, either called upon by an employee of the Company or by a broker or other third party, for possible acquisition by the Company or for which an employee of the Company or other person made an acquisition analysis for the Company; or

(v) own any interest in or be employed by or provide any services to any person or entity which engages in any conduct which is prohibited to Employee under this Section 3(b).

(c) Before taking any position with any person or entity during the 12 month period following the termination of his or her employment for any reason, with or without cause or by resignation, Employee will give prior written notice to the Company of the name of such person or entity. Irrespective of whether such notice is given, the Company shall be entitled to advise each such person or entity of the provisions of this Agreement, and to correspond and otherwise deal with each such person or entity to ensure that the provisions of this Agreement are enforced and duly discharged. Employee acknowledges that Employee has not signed a confidentiality, non-competition or non-solicitation agreement with any former employer that by its terms remains in effect.

(d) All time periods in this Agreement shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Agreement and any time during which there is pending in any court of competent jurisdiction any action (including any appeal from any final judgment) brought by any person, whether or not a party to this Agreement, in which action the Company seeks to enforce the agreements and covenants in this Agreement or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement.

(e) Employee understands that the provisions of this Agreement have been carefully designed to restrict his or her activities to the minimum extent which is consistent with law and the Company’s requirements. Employee has carefully considered these restrictions, and Employee confirms that they will not unduly restrict Employee’s ability to obtain a livelihood. Employee has heretofore engaged in businesses other than the Business. Before signing this Agreement, Employee has had the opportunity to discuss this Agreement and all of its terms with his or her attorney.

(f) Since monetary damages will be inadequate and the Company will be irreparably damaged if the provisions of this Agreement are not specifically enforced, the Company shall be entitled, among other remedies (i) to an injunction restraining any violation of this Agreement (without any bond or other security being required) by Employee and by any person or entity to whom Employee provides or proposes to provide any services in violation of this Agreement, (ii) to require Employee to hold in a constructive trust, account for and pay over to the Company all compensation and other benefits which Employee shall derive as a result of any action or omission which is a violation of any provision of this Agreement and (iii) to require Employee to account for and pay over to the Company any net profit earned by the Employee from the exercise, from and after the 24-month period prior to the termination of his or her employment, of any stock options issued to him/her by the Company.

(g) The courts enforcing this Agreement shall be entitled to modify the duration and scope of any restriction contained herein to the extent such restriction would otherwise be unenforceable, and such restriction as modified shall be enforced.

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3.1. Salary Continuation Payments.

(a) In the event Employee’s employment was terminated by the Company without “cause” (as defined below), then: (i) for a period of 12 months following termination of employment, the Company shall pay to Employee every two weeks 1/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of Employee’s employment, or for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; (ii) for a period of 12 months following termination of employment, the Company shall provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee makes a timely COBRA election to continue such medical and dental coverage; and (iii) the Company shall vest a prorata portion (based upon the percentage of time that Employee remained employed from the grant date to the scheduled vesting date) of any Restricted Stock Units (“RSUs”) which were granted to Employee upon his hire pursuant to separate agreements (all other aspects of the RSUs shall be governed in accordance with and subject to the provisions of the applicable RSU agreements and plans). All payments, Company-paid benefits and RSU vesting to Employee provided in this Section 3.1(a) are conditioned upon Employee’s execution of a separation agreement and general release, in such form as the Company in its sole discretion determines. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the payments, Company-paid benefits or RSU vesting described in this Section 3.1(a).

(b) As used in Section 3.1(a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving 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 (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company.

4. Inventions and Intellectual Property. Employee shall promptly disclose to the Company any and all conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Employee, solely or jointly with another, during or after regular hours of employment, during the period of employment or within one year thereafter, and which are related to the business or activities of the Company or which Employee conceives as a result of his or her employment by the Company, and

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Employee hereby assigns and agrees to assign all Employee’s interests therein to the Company or its nominee. Employee also agrees that all works created by him/her are considered work made for hire and prepared by Employee within the scope of his/her employment by the Company and Employee further agrees to assign, and hereby does assign automatically, all such future work to the Company. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments or other instruments that the Company shall deem necessary to apply for and obtain Letters of Patent or Copyright of the United States or any foreign country or to otherwise protect the Company’s interest therein. These obligations shall continue beyond the termination of employment with respect to inventions, improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by Employee during the period of employment or within one year thereafter, and shall be binding upon Employee’s assigns, executors, administrators and other legal representatives.

5. Jurisdiction, Arbitration & Attorneys’ Fees.

(a) Consent to Personal Jurisdiction. Employee hereby agrees that the interpretation and enforcement of the provisions of this Agreement shall be resolved and determined exclusively by the state court sitting in Fairfield County, Connecticut or the federal courts in the District of Connecticut and Employee hereby consents that such courts be granted exclusive jurisdiction for such purpose. Employee hereby acknowledges that, in the performance of his or her duties, Employee will maintain significant contacts with the Company’s corporate offices in Connecticut, including, without limitation, telephone and email contacts with corporate personnel, access to corporate databases maintained in Connecticut, required attendance at certain training and/or strategic meetings, and payment of business related travel and entertainment expenses.

(b) Waiver of Jury Trial. Employee agrees to waive a trial by jury in all legal disputes brought pursuant to this Agreement.

(c) Waiver of Service. Employee agrees to waive formal service of process under any applicable federal or state rules of procedure. Service of process shall be effective when given in the manner provided for notices hereunder.

(d) Arbitration of Certain Claims by Employee.

(i) Except for matters referred to in Section 5(a), any and all claims by Employee relating to any matter arising during or after the employment of the Employee by Company or in connection with the cessation of said employment shall be resolved exclusively by arbitration conducted by one arbitrator in accordance with the National Rules for the Resolution of Employment Disputes established by the American Arbitration Association (AAA). The Company will provide a copy of these Rules to Employee on request. The decision of the arbitrator will be final and binding on both parties.

(ii) The claims and disputes to be arbitrated under this Section 5(d) (“Arbitrable Claims”) include without limitation, disputes or claims arising under (A) federal, state, and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the amendments of the Civil Rights Act of 1991, the Americans with Disabilities Act, (B) the law of contract and (C) the law of tort.

(iii) Each Arbitrable Claim shall automatically expire unless Employee begins arbitration for the claim no later than the first anniversary of the day on which the Employee learned or reasonably should have learned that he or she may have such claim.

(e) Attorneys’ Fees. If Employee breaches any of the covenants set forth in this Agreement, Employee agrees to pay all costs (including reasonable attorneys’ fees) incurred by the Company in establishing that breach and in otherwise enforcing any of the covenants or provisions of this Agreement.

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6. Suits Against Company.

(a) Both during and after the term of employment hereunder, Employee covenants that Employee will not bring suit or file counterclaims against the Company, for corporate misconduct (which for this purpose does not mean matters for which Employee has a personal claim against the Company in his or her capacity as an employee), unless both of (i) and (ii) shall have occurred, namely:

(i) Employee shall have first made written demand to the Company’s Board of Directors to investigate and deal with such misconduct, and

(ii) The Board of Directors shall have failed within 45 days after the date of receipt of such demand to establish a Special Litigation Committee, consisting exclusively of outside directors, to investigate and deal with such misconduct.

(b) Without limiting the generality and to further implement the foregoing, Employee irrevocably and unconditionally consents at the option of the Company to the entry of temporary restraining orders and temporary and permanent injunctions (without posting bond or other security) against the filing of any action or counterclaim that is prohibited hereunder.

(c) The opinion of the Board of Directors shall be binding and conclusive on the determination of which directors constitute “outside directors,” and the determination of the Special Litigation Committee shall be binding and conclusive on all matters relating to the actual or alleged misconduct which is referred to it as aforesaid.

7. Cooperation in Proceedings. During and after the termination of Employee’s employment, Employee will cooperate fully and at reasonable times with the Company and its subsidiaries in all litigations and regulatory proceedings on which the Company or any subsidiary seeks Employee’s assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee will be available to testify at such litigations and other proceedings, and will cooperate with counsel to the Company in preparing materials and offering advice in such litigations and other proceedings. If Employee is not then employed by the Company, the Company shall pay to Employee reasonable compensation for documented time spent in such cooperation, consistent with his or her compensation from the Company prior to termination. Except as required by law and then only upon reasonable prior written notice to the Company, Employee will not in any way cooperate or assist any person or entity in any matter which is adverse to the Company or to any person who was at any time an officer or director of the Company.

8. Non-Disparagement. Except as may be compelled by law or as authorized in writing by the Company, during and at all times after Employee’s employment with the Company, Employee shall not make any oral or written statements, regardless of whether such statements are truthful, nor take any actions, which could disparage or denigrate: a) the Company or any of its subsidiaries; b) any of the Company’s current or former officers, directors or employees; and/or c) the Company’s products or services.

9. Miscellaneous.

(a) This Agreement is not a promise of employment. There are no oral representations, understandings or agreements with the Company or any of its officers, directors or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete and exclusive statement and expression of the agreement between the Company and Employee and of all the terms of this Agreement, it cancels and supersedes all prior agreements with respect to the subject matter hereof, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later modified except by a further writing signed by the Company and Employee, and no term of this Agreement may be waived except by a writing signed by the party waiving the benefit of such terms.

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(b) No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any subsequent default or breach of the same or any other term, condition or covenant contained herein. This Agreement is intended, among other things, to supplement the applicable common and/or statutory laws and does not in any way abrogate any of the obligations or duties Employee otherwise owes to the Company.

(c) This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective heirs, legal representatives, successors and permitted assigns. Employee may not assign either this Agreement or any of Employee’s rights, interests or obligations hereunder. Employee hereby agrees and acknowledges that the Company may assign any or all of its rights and interest hereunder, including, but not limited to, Employee’s agreements contained in Section 2 and Section 3 hereof, without the consent of Employee, to any person or entity that acquires any of the assets of the Company, or to any affiliate of the Company, or to any entity with which the Company merges or consolidates.

(d) Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

To the Company:	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT 06831
	Attn: Human Resources Department
with a copy to:	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT 06831
	Attn: Legal Department
To Employee:	To the home address Employee last provided to the Company’s Human Resources department

Notice shall be deemed effective: (a) five business days after the document is deposited in the U.S. mail (provided it is sent via first class mail, certified, return receipt requested); (b) one business day after the document is delivered to a nationally recognized air courier for next day delivery; and/or (c) upon personal delivery. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph.

(e) If any section, provision or clause of this Agreement, or any portion thereof, is held void or unenforceable, the remainder of such section, provision or clause, and all other sections, provisions or clauses of this Agreement, shall remain in full force and effect as if the section, provision or clause determined to be void or unenforceable had not been contained herein. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of this Agreement or any part hereof.

(f) All rights and remedies of either Party expressly set forth herein are intended to be cumulative and not in limitation of any other right or remedy set forth herein or otherwise available to such party at law or in equity. Notwithstanding the foregoing, in no event shall either party be liable to the other for consequential or punitive damages, except as otherwise provided in this Agreement.

(g) This Agreement shall in all respects be constructed according to the laws of the State of Connecticut, without regard to its conflict of laws principles.

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(h) This Agreement may be executed by facsimile and/or in any number of counterparts, each of which upon execution and delivery shall be considered an original for all purposes; provided, however, all such counterparts shall, together, upon execution and delivery, constitute one and the same instrument.

UNITED RENTALS, INC.		EMPLOYEE
BY:	/s/    JEFFREY M. VONA		/s/    KEN DEWITT
NAME:	Jeffrey M. Vona		KEN DEWITT
TITLE:	Director, Legal Affairs
DATE: 9/3/08			DATE: 4-1-08

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EXHIBIT A

Aggreko

American Equipment Company

Ashtead Group Plc

Atlas Copco Group

Atlas Copco Rental Service

Caterpillar Inc.

CAT Rental

Deere & Co.

GE Capital equipment leasing divisions

Golder Thoma

H & E Equipment Services

Hertz Equipment Rental Corp.

Home Depot

National Equipment Services, Inc.

Nations Rent, Inc.

Neff Corporation

Rental Service Corporation

RentX Industries, Inc.

Sunstate Equipment Co.

Sunbelt Rentals Inc.

Volvo AB

Any company on the “RER 100” list

Any affiliate of any of the foregoing.

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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. for the quarterly period ended March 31, 2009;

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.

April 29, 2009

/s/    MICHAEL J. KNEELAND        

Michael J. Kneeland

Chief Executive Officer

EX-31.B

EXHIBIT 31(b)

CERTIFICATIONS

I, William B. Plummer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended March 31, 2009;

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.

April 29, 2009

/s/    WILLIAM B. PLUMMER        

William B. Plummer

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 quarterly period ended March 31, 2009 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), as applicable, 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

April 29, 2009

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 quarterly period ended March 31, 2009 as filed with the Securities and Exchange Commission (the “Report”), I, William B. Plummer, 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), as applicable, 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/    WILLIAM B. PLUMMER        

William B. Plummer

Chief Financial Officer

April 29, 2009