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SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-K
 ANNUAL REPORT
 (Mark One)
 þ
    
    PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended May 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 0-9061
 ELECTRO RENT CORPORATION
  CALIFORNIA
(State or other jurisdiction 
of incorporation or organization)
    
    95-2412961
(I.R.S. Employer
Identification No.)
 
 (818) 786-2525
 None
 Common Stock without par value
 o þ
 o þ
 þ o
 o
 
 Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o
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TABLE OF CONTENTS  PART IIPART IIIPART IItem 1. Business.Item 1A. Risk FactorsItem 1B. Unresolved Staff Comments.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for the Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures About Market Risks.Item 8. Financial Statements and Supplementary Data.Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9B. Other Information.PART IIIItem 10. Directors, Executive Officers and Corporate Governance.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.Item 13. Certain Relationships and Related Transactions, and Director Independence.Item 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits and Financial Statement Schedules.Exhibit IndexSIGNATURESEXHIBIT 13EXHIBIT 23(A)EXHIBIT (31)(A)EXHIBIT (31)(B)EXHIBIT (32)(A)EXHIBIT (32)(B)    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE
 1.
    
    Inside front cover and pages 10-18 and 19-40 of the Annual Report to Security Holders
for the fiscal year ended May 31, 2008 (the 2008 Annual Report) are incorporated by
reference in this Form 10-K Annual Report. Only those portions of the 2008 Annual Report
expressly incorporated hereby by reference are deemed filed.2.
    
    Proxy Statement for the Annual Meeting of Shareholders to be held on October 16, 2008
(the 2008 Proxy Statement).
 CROSS REFERENCE SHEET
 
 
 PART II
 Caption and ReferenceForm 10-K Item
    
    in 2008 Annual ReportNumber and Caption
    
    or 2008 Proxy Statement5.
    
    Market for the Registrants Common Equity and
Related Shareholder Matters
    
    Annual Report page 406.
    
    Selected Financial Data
    
    Annual Report inside front cover7.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    Annual Report pages 10-188.
    
    Financial Statements and Supplementary Data
    
    Annual Report pages 19-39
 
 PART III
 10.
    
    Directors and Executive Officers of the Registrant
    
    Annual Proxy Statement   Election of Directors   Executive Officers   Code of Ethics   Audit Committee   Compliance with Section 16 of the
Securities Exchange Act of 1934   Transactions With Management11.
    
    Executive Compensation
    
    Annual Proxy Statement   Executive Compensation   Compensation Committee Interlocks
and Insider Participation   Compensation Committee Report
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12.
    
    Security Ownership of Certain Beneficial Owners
and
    
    Annual Proxy StatementManagement
    
       Security Ownership of Certain
Beneficial Owners and Management13.
    
    Certain Relationships and Related Transactions
    
    Annual Proxy Statement   Transactions With Management14.
    
    Principal Accountant Fees and Services
    
    Annual Proxy Statement   Proposal 2  Approval of
Selection of Independent Auditors
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Forward Looking Statements.
 This Report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. You can find many (but not all) of these statements by looking for words such as
approximates, believes, expects, anticipates, estimates, intends, plans, would,
may or other similar expressions in this Report. We claim the protection of the safe harbor
contained in the Private Securities Litigation Reform Act of 1995. We caution investors that any
forward-looking statements presented in this Report, or which we may make orally or in writing from
time to time, are based on the beliefs of, assumptions made by, and information currently available
to, us. Such statements are based on assumptions and the actual outcome will be affected by known
and unknown risks, trends, uncertainties and factors that are beyond our control or ability to
predict. Although we believe that our assumptions are reasonable, they are not guarantees of
future performance and some will inevitably prove to be incorrect. As a result, our actual future
results can be expected to differ from our expectations, and those differences may be material.
Accordingly, investors should use caution in relying on past forward-looking statements, which are
based on known results and trends at the time they are made, to anticipate future results or
trends.
 Some of the risks and uncertainties that may cause our actual results, performance or
achievements to differ materially from those expressed or implied by forward-looking statements
include those set forth in Item 1A. Risk Factors of this Report.
 This Report and all subsequent written and oral forward-looking statements attributable to us
or any person acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We do not undertake any obligation to release
publicly any revisions to our forward-looking statements to reflect events or circumstances after
the date of this Report.
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PART I
 
 Item 1 Business
     
    
    Our acquisition cost;
    
    Our estimates of current and future market demand for rentals;
    
    Our estimates of current and future supply of product;
    
    The book value of the product after depreciation and other impairment;
    
    Our estimates of the effect of interest rates on rental and leasing fees as well
as capital financing; and
    
    Our estimates of the potential current and future sale prices.
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Year ended May 31,
    
    2008
    
    
    2007
    
    
    2006U.S.
    
    $
    123,396
    
    
    $
    110,983
    
    
    $
    103,783Foreign
    
    
    21,140
    
    
    
    15,876
    
    
    
    12,429Total
    
    $
    144,536
    
    
    $
    126,859
    
    
    $
    116,212
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www.electrorent.com
 
 Item 1A. Risk Factors
  COMMON STOCK PRICE FLUCTUATIONS
 Our Common Stock price has fluctuated significantly and may continue to do so in the future.
 General Factors
 
    
    announcements of developments related to our business;
    
    announcements concerning new products or enhancements in the equipment that we rent; or
developments in our relationships with our customers;
    
    variations in our revenues, gross margins, earnings or other financial results from
investors expectations; and
    
    fluctuations in results of our operations and general conditions in the economy, our
market, and the markets served by our customers.
  Future Sales of our Common Stock
  FLUCTUATIONS IN OPERATING RESULTS
 Historically, our operating results have fluctuated, and we expect that fluctuations could
continue in the future. The fluctuations in our past results have resulted from many factors, some
of which are beyond our control. In the future, these or other factors could have a material
adverse impact on our operating results and cause our stock price to decrease.
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Timing of Equipment Purchases and Sales
 Equipment Pool Management
 
    
    Our acquisition cost;
    
    Our estimates of current and future market demand for rentals;
    
    Our estimates of current and future supply of product;
    
    The book value of the product after depreciation and other impairment;
    
    Our estimates of the effect of interest rates on rental and leasing fees as well as
capital financing; and
    
    Our estimates of the potential current and future sale prices.
  Risks Associated with Changing Economic Conditions
 Seasonal and Quarterly Fluctuations
 
    
    weather, holiday and vacation considerations; and
    
    budgetary considerations.
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
    
    changes in customer demands and/or requirements;
    
    new product announcements;
    
    price changes;
    
    changes in delivery dates;
    
    changes in maintenance policies and the pricing policies of equipment manufacturers; and
    
    price competition from other rental, leasing and finance companies.
 Other Factors
 
    
    competitive forces within our current and anticipated future markets;
    
    changes in interest rates;
    
    our ability to attract customers and meet their expectations;
    
    currency fluctuations and other risks of international operations;
    
    general economic conditions; and
    
    differences in the timing of our spending on acquiring equipment, renting or leasing that
equipment and receiving revenues from our customers.
  RISKS ASSOCIATED WITH INVESTMENTS
 We may realize losses on our investments in auction rate securities or be unable to liquidate these
investments at desired times and in desired amounts.
  RISKS ASSOCIATED WITH TECHNOLOGY CHANGES
 If we do not adequately anticipate or respond to changes in technology, it could have a material
adverse effect on our operating results and stock price.
 Technological Advancements
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Expenses Resulting from Technological Advancements
 Introduction of New Products and Services
 
    
    proper identification of customer needs;
    
    our costs;
    
    timely completion and introduction of products and services as compared to our
competitors;
    
    our ability to differentiate our equipment and services from our competitors; and
    
    market acceptance of our business.
 RISKS ASSOCIATED WITH CUSTOMER SOLVENCY
 If we do not collect on contracts with customers, it could have a material adverse effect on our
operating results and stock price.
  COMPETITION
 If we do not effectively compete in our market, our operating results and stock price will be
materially and adversely affected.
  
    
    McGrath Rent Corp.;
    
    Telogy;
    
    Continental Resources;
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
    
    Microlease plc;
    
    Livingston Group Ltd.; and
    
    Orix Corporation.
  RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
 If we do not adequately anticipate and respond to the risks inherent in international operations,
it could have a material adverse effect on our operating results and stock price.
 Currency Risks
 Other Risks Associated with International Operations
 
    
    international political and economic conditions;
    
    changes in government regulation in various countries;
    
    trade barriers;
    
    difficulty in staffing our foreign sales and service centers, and in training and
retaining foreign employees;
    
    issues relating to the repatriation of any profits;
    
    adverse tax consequences; and
    
    costs associated with expansion into new territories.
  RISKS ASSOCIATED WITH OUR MANUFACTURERS AND SUPPLIERS
 If we are not able to obtain equipment at favorable rates, it could have a material adverse effect
on our operating results and stock price.
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DEPENDENCE ON KEY PERSONNEL
 If we are unable to recruit and retain qualified personnel, it could have a material adverse effect
on our operating results and stock price.
  CONTROL BY MANAGEMENT AND OTHERS
 Senior management has significant influence over our policies and affairs and may be in a position
to determine the outcome of corporate actions.
   RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS AND NEW BUSINESS VENTURES
 If we cannot successfully implement any future acquisitions or new business ventures, it could have
a material adverse effect on our operating results and stock price.
  
    
    the difficulty of integrating acquired operations and personnel with our existing
operations;
    
    the difficulty of developing and marketing new products and services;
    
    the diversion of our managements attention as a result of evaluating, negotiating and
integrating acquisitions or new business ventures;
    
    our exposure to unforeseen liabilities of acquired companies; and
    
    the loss of key employees of an acquired operation.
  
    
    charges to our income to reflect the impairment of acquired intangible assets, including
goodwill;
    
    interest costs and debt service requirements for any debt incurred in connection with an
acquisition or new business venture; and
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
    
    any issuance of securities in connection with an acquisition or new business venture which
dilutes or lessens the rights of our current shareholders.
  RISKS ASSOCIATED WITH FLUCTUATING INTEREST RATES
 Interest Rate Fluctuations could have a material adverse effect on our operating results and stock
price.
  ANTI-TAKEOVER PROVISIONS
 The anti-takeover provisions contained in our Charter Documents could materially and adversely
impact the value of our Common Stock.
  
    
    the right of our board of directors to issue preferred stock with rights and privileges
which are senior to the Common Stock, without prior shareholder approval; and
    
    certain limitations of the rights of shareholders to call a special meeting of
shareholders.
 
 Item 1B Unresolved Staff Comments
  
 Item 2. Properties
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Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for the Registrants Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities
 Market for Common Stock.
  Sales of Unregistered Securities.
  Securities Authorized for Issuance Under Equity Compensation Plans.
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EQUITY COMPENSATION PLAN INFORMATION
 Number of shares ofNumber of shares of
    
    
    
    common stock remainingcommon stock to be
    
    
    
    available for futureissued upon exercise
    
    Weighted-average exercise
    
    issuance under equityof outstanding options,
    
    price of outstanding options,
    
    compensation planswarrants and rights
    
    warrants and rights
    
    (excluding shares(a)
    
    (b)
    
    reflected in column (a))512,301
    
    $10.02
    
    942,500
 Stock Repurchases.
   ISSUER PURCHASES OF EQUITY SECURITIES
 Total
    
    
    Maximum NumberNumber of
    
    
    of SharesShares
    
    
    that mayPurchased
    
    
    yet beTotal
    
    
    Average
    
    
    as Part of
    
    
    PurchasedNumber
    
    
    Price
    
    
    Publicly Announced
    
    
    under theof Shares Purchased
    
    
    Paid per
    
    
    Plans or
    
    
    Plans orPeriod
    
    (1)
    
    
    Share
    
    
    Programs
    
    
    ProgramsMarch 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    956,006April 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    956,006May 2008
    
    
    10,320
    
    
    $
    12.89
    
    
    
    10,320
    
    
    
    945,686Total
    
    
    10,320
    
    
    $
    12.89
    
    
    
    10,320
    
    
    
    945,686
 (1)
    
    On June 16, 2000 our board approved a stock repurchase program that authorized the
repurchase of 1.5 million shares of our outstanding common stock in open market purchases. There
is no expiration date specified for this program.  Dividends.
  Performance Graph.
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Cumulative Five Year Total Return
Value of $100 Invested on May 31, 2003
 Fiscal Years Ended May 31
 
 2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008Electro Rent Corporation
    
    
    100
    
    
    
    151
    
    
    
    163
    
    
    
    229
    
    
    
    200
    
    
    
    202NASDAQ Stock Market (US)
    
    
    100
    
    
    
    127
    
    
    
    133
    
    
    
    142
    
    
    
    171
    
    
    
    166Russell 2000
    
    
    100
    
    
    
    130
    
    
    
    143
    
    
    
    169
    
    
    
    201
    
    
    
    180Value Line Industrial Services
    
    
    100
    
    
    
    142
    
    
    
    162
    
    
    
    238
    
    
    
    307
    
    
    
    312
 
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risks.
  Changes in Interest Rates
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Changes in foreign currencies.
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
  
 Item 9A. Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
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Changes in Internal Control over Financial Reporting
  Inherent Limitations on Effectiveness of Controls
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control
 Integrated Framework
   17




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Internal Control 
Integrated Framework
   
 
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11 Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director
Independence
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Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  2008 Annual ReportItem
    
    Page Number1.
    
    Financial StatementsConsolidated Statements of Operations for each of the
three years in the period ended May 31, 2008
    
    
    19Consolidated Balance Sheets at May 31, 2008 and 2007
    
    
    20Consolidated Statements of Shareholders Equity for
each of the three years in the period ended May 31,
2008
    
    
    21Consolidated Statements of Cash Flows for each of the
three years in the period ended May 31, 2008
    
    
    22Notes to Consolidated Financial Statements
    
    
    23-38Report of Independent Registered Public Accounting Firm
    
    
    39
  Exhibits listed by numbers corresponding to Exhibit Table of Item 601 of Regulation
S-K
 
 Exhibit Index
  Exhibit Number
    
    Document Description(3)
    
    Articles of Incorporation (Restated) and bylaws are incorporated by reference to
Exhibits 1.2 and 6.1, respectively, of Registration Statement (Form S-14), File No.
2-63532. A copy of the Restated Articles of Incorporation and the Certificate of
Amendment of Restated Articles of Incorporation filed October 24, 1988 are incorporated
by reference to Exhibit (3) to the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1989. A copy of the Certificate of Amendment of Restated Articles of
Incorporation filed October 15, 1997 is filed as Exhibit (3) to the Annual Report (Form
10-K) for the fiscal year ended May 31, 1999. A copy of the amendment to the bylaws
adopted October 6, 1994 is incorporated by reference to the Annual Report (Form 10-K)
for the fiscal year
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Exhibit Number
    
    Document Descriptionended May 31, 1995. A copy of the amendment to the bylaws adopted
November 15, 1996 is incorporated by reference to Exhibit (3) of the Annual Report (Form
10-K) for the fiscal year ended May 31, 1997.(10)(A)(1)
    
    The Electro Rent Corporation Employee Stock Ownership And Savings Plan, June 1, 1985
Restatement, and the Electro Rent Corporation Employee Stock Ownership And Savings Plan
Trust Agreement, are incorporated by reference to Exhibits 10(A)-(1) and 10(A)-(2) of
the Registrants Annual Report (Form 10-K) for the fiscal year ended May 31, 1985. A
copy of Amendment No. One to the Restated ESOP is incorporated by reference to Exhibit
(10)(A) of Registrants Annual Report (Form 10-K) for the fiscal year ended May 31,
1987.*(10)(A)(2)
    
    A copy of the Electro Rent Corporation Employee Stock Ownership And Savings Plan,
Restated As Of June 1, 1989 is incorporated by reference to Exhibit (10)(A) of the
Annual Report (Form 10-K) for the fiscal year ended May 31, 1989.*(10)(A)(3)
    
    Copies of the following documents amending and supplementing the ESOSP and ESOP as
heretofore amended are incorporated by reference to Exhibit (10)(A)-(1) to (7) of the
Annual Report (Form 10-K) for the fiscal year ended May 31, 1995:(10)(A)(4)
    
    Adoption Agreement For The Vanguard Prototype 401(K) Savings Plan dated August 1, 1994.*(10)(A)(5)
    
    Electro Rent Corporation Savings Plan Trust Agreement dated September 1, 1994.*(10)(A)(6)
    
    Electro Rent Savings Plan Supplement To The Vanguard Prototype 401(K) Savings Plan
Adoption Agreement dated September 24, 1994.*(10)(A)(7)
    
    Second Amendment To Electro Rent Corporation Employee Stock Ownership & Savings Plan
(Restated As Of June 1, 1989) dated as of June 1, 1991*(10)(A)(8)
    
    Third Amendment To Electro Rent Corporation Employee Stock Ownership And Savings Plan
(Restated As Of June 1, 1989) dated June 15, 1994*(10)(A)(9)
    
    Fourth Amendment To Electro Rent Corporation Savings Plan (Restated As Of June 1, 1989)
dated September 1, 1994*(10)(A)(10)
    
    Electro Rent Corporation Employee Stock Ownership Plan Trust Agreement dated September
1, 1994.*(10)(A)(11)
    
    A copy of the GE Rentals Supplement to the Vanguard Prototype 401(k) Savings Plan
Adoption Agreement adopted October 10, 1997 is incorporated by reference to Exhibit
10(A) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1998.*(10)(C)
    
    A copy of the Electro Rent Corporation Supplemental Retirement Plan is incorporated by
reference to Exhibit (10)(C) of Registrants Annual Report (Form 10-K) for the fiscal
year ended May 31, 1987.*(10)(D)(1)
    
    The Executive Employment Agreement between the Company and Daniel Greenberg, Chairman of
the Board of Directors and Chief Executive Officer, originally entered into December 15,
1986 and amended November 22, 1988 by Amendment No. One To Executive Employment
Agreement, as further amended and restated as of July 15, 1992. A copy of the Executive
Employment Agreement (Amended And Restated as of
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Exhibit Number
    
    Document DescriptionJuly 15, 1992), and as further amended
as of October 2001) is incorporated by reference to Exhibit (10)(D)-(1) of Registrants
Annual Report (Form 10-K) for the fiscal year ended May 31, 1993. A copy of Amendment
No. 1 to the Amended and Restated Executive Employment Agreement, dated October 12, 2001
is incorporated by reference to Exhibit 10(D)-(1) of Registrants Annual Report (Form
10-K) for the fiscal year ended May 31, 2003.*(10)(D)(2)
    
    The Executive Employment Agreement between the Company and William Weitzman, President
and Chief Operating Officer, originally entered into December 15, 1986 and amended
November 22, 1988 by Amendment No. One To Executive Employment Agreement, as further
amended and restated as of July 15, 1992 and amended by Amendment No. 1 to the Amended
and Restated Executive Employment Agreement, dated October 12, 2001. A copy of
Executive Employment Agreement (Amended And Restated as of July 15, 1992, and as further
amended as of October 2001) is incorporated by reference to Exhibit (10)(D)-(1) of
Registrants Annual Report (Form 10-K) for the fiscal year ended May 31, 1993. A copy
of Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated
October 12, 2001 is incorporated by reference to Exhibit 10(D)(2) of the Registrants
Annual Report (Form 10-K) for the fiscal year ended May 31, 2002.*10(D)(3)
    
    Employment Agreement, dated as of October 31, 2005, between Electro Rent Corporation and
Steven Markheim is incorporated by reference to Exhibit 10.1 of the Current Report on
Form 8-K filed by Electro Rent Corporation on November 1, 2005.*10(D)(4)
    
    Employment Agreement, dated as of October 31, 2005, between Electro Rent Corporation and
Craig R. Jones is incorporated by reference to Exhibit 10.3 of the Current Report on
Form 8-K filed by Electro Rent Corporation on November 1, 2005.*(10)(E)(1)
    
    A copy of the Electro Rent Corporation 1990 Stock Option Plan, the Electro Rent
Corporation Stock Option Agreement (Incentive Stock Option) and the Electro Rent
Corporation Stock Option Agreement (Nonstatutory Option) are incorporated by reference
to Exhibits (10)(E)-(1), (10)(E)-(2) and (10)(E)-(3), respectively to the Annual Report
(Form 10-K) for the fiscal year ended May 31, 1990. A copy of Amendment Number One To
Electro Rent Corporation 1990 Stock Option Plan adopted October 3, 1991 is incorporated
by reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1992. A copy of Amendment Number Two To Electro Rent Corporation 1990
Stock Option Plan adopted April 11, 1995 is incorporated by reference to Exhibit (10)(E)
of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1995.*(10)(E)(2)
    
    A copy of the Electro Rent Corporation 1996 Stock Option Plan, the Electro Rent
Corporation Stock Option Agreement (Incentive Stock Options) and the Electro Rent
Corporation Stock Option Agreement (Nonstatutory Stock Options) are incorporated by
reference to Exhibits (10)(E)-(1), (2) and (3) respectively to the Annual Report (Form
10-K) for the fiscal year ended May 31, 1996. A copy of Amendment Number One To Electro
Rent Corporation 1996 Stock Option Plan adopted November 1, 1996 is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1998.*(10)(E)(3)
    
    A copy of the Electro Rent Corporation 1996 Director Option Plan and the Electro Rent
Corporation Stock Option Agreement for the 1996 Director Option Plan are incorporated by
reference to Exhibits (10)(E)-(4) and (5) respectively to the Annual Report (Form 10-K)
for the fiscal year ended May 31, 1996.*
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Exhibit Number
    
    Document Description(10)(E)(4)
    
    Electro Rent Corporation 1996 Director Option Plan Amendment No. One is incorporated by
reference to Exhibit (10)(E) to the Annual Report (Form 10-K) for the fiscal year ended
May 31, 2001.*10(E)(5)
    
    A copy of the Electro Rent Corporation 2002 Employee Stock Option Plan, the Electro Rent
Corporation Stock Option Agreement (Incentive Stock Options) and the Electro Rent
Corporation Stock Option Agreement (Nonstatutory Stock Options) is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 2002.*10(E)(6)
    
    Electro Rent Corporation 2005 Equity Incentive Plan incorporated by reference to Annex C
of the Definitive Proxy Statement filed August 25, 2005.*(11)
    
    Statement re computation of per share earnings is incorporated by reference to the 2008
Annual Report, page 33.(13)
    
    2008 Annual Report. Only those portions of the 2008 Annual Report expressly
incorporated hereby by reference are deemed filed.(21)
    
    Subsidiaries of the Registrant. 
Genstar Rental Electronics, Inc., a Canadian corporation 
ER International, Inc., a Delaware corporation 
Electro Rent Asia, Inc., a California corporation 
Electro Rent (Tianjin) Rental Co., Ltd., a Chinese wholly foreign-owned
enterprise 
Electro Rent Europe NV, a Belgium corporation(23)(A)
    
    Consent of Deloitte & Touche LLP, the Companys independent registered public accounting
firm.(31)(A)
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer(31)(B)
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer(32)(A)
    
    Section 1350 Certification by Principal Executive Officer(32)(B)
    
    Section 1350 Certification by Chief Financial Officer
 Schedule of Financial Statements Required by Regulation S-X, which is excluded from the
2008 Annual Report by Rule 14a-3(b) (1)
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SIGNATURES
  Electro Rent CorporationDated:  August 12, 2008.
    By
    /s/ Daniel GreenbergDaniel GreenbergChief Executive Officer and Director  SIGNATURE
    
    TITLE
    
    DATE/s/ Daniel Greenberg

Daniel Greenberg
    
    Chairman of the Board and 
Chief Executive Officer
    
    August 12, 2008/s/ Craig R. Jones

Craig R. Jones
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    August 12, 2008/s/ Gerald D. Barrone
    
    Director
    
    August 12, 2008Gerald D. Barrone/s/ Nancy Y. Bekavac
    
    Director
    
    August 12, 2008Nancy Y. Bekavac/s/ Karen J. Curtin
    
    Director
    
    August 12, 2008Karen J. Curtin/s/ Joseph J. Kearns
    
    Director
    
    August 12, 2008Joseph J. Kearns/s/ James S. Pignatelli
    
    Director
    
    August 12, 2008James S. Pignatelli
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