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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, 2010



| ̈ | 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

Commission File Number 1-13663





United Rentals, Inc.

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 |  |  ̈ |  | Accelerated Filer         |  | x
|                        |  |   | 
|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 19, 2010, there were 60,443,091 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.









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UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

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, 
2010 and December 31, 2009 (unaudited)                    |  | 4   
|        |  |                                                                                                                                      
|        |  | United Rentals, Inc. Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010
and 2009 (unaudited)   |  | 5   
|        |  |                                                                                                                                      
|        |  | United Rentals, Inc. Condensed Consolidated Statement of Stockholders Deficit for the Three Months Ended
 March 31, 2010 (unaudited) |  | 6   
|        |  |                                                                                                                                      
|        |  | United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010
and 2009 (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 5  |  | Exhibits                                                                                                                              |  | 29  
|        |  |                                                                                                                                      
|        |  | Signatures                                                                                                                            |  | 30  



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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. Factors that could cause actual results to differ
materially from those projected include, but are not limited to, the following: (1) on-going decreases in North American construction and industrial activities, which have significantly affected revenues and, because many of our costs are
fixed, our profitability, and which may further reduce demand and prices for our products and services; (2) inability to benefit from government spending associated with stimulus-related construction projects; (3) our highly leveraged
capital structure, which requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions; (4) noncompliance with financial or other
covenants in our debt agreements, which could result in our lenders terminating our credit facilities and requiring us to repay outstanding borrowings; (5) inability to access the capital that our businesses or growth plans may require;
(6) increases in our maintenance and replacement costs as we age our fleet, and decreases in the residual value of our equipment; (7) inability to sell our new or used fleet in the amounts, or at the prices, we expect; (8) rates we
can charge and time utilization we can achieve being less than anticipated; and (9) costs we incur being more than anticipated, and the inability to realize expected savings in the amounts or time frames planned. For a fuller description of
these and other possible uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2009. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update
or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.



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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 31,2010 |       |   | December 31,2009 |  
|ASSETS                                                                                                                                                                     |  |               |       |   |                  |   |       |  
|Cash and cash equivalents                                                                                                                                                  |  | $             | 20    |   |                  | $ | 169   |  
|Accounts receivable, net of allowance for doubtful accounts of $26 and $25 at March 31, 2010 and December 31, 2009,
respectively                                           |  |               | 320   |   |                  |   | 337   |  
|Inventory                                                                                                                                                                  |  |               | 46    |   |                  |   | 44    |  
|Prepaid expenses and other assets                                                                                                                                          |  |               | 56    |   |                  |   | 89    |  
|Deferred taxes                                                                                                                                                             |  |               | 69    |   |                  |   | 66    |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|Total current assets                                                                                                                                                       |  |               | 511   |   |                  |   | 705   |  
|Rental equipment, net                                                                                                                                                      |  |               | 2,347 |   |                  |   | 2,414 |  
|Property and equipment, net                                                                                                                                                |  |               | 428   |   |                  |   | 434   |  
|Goodwill and other intangible assets, net                                                                                                                                  |  |               | 230   |   |                  |   | 231   |  
|Other long-term assets                                                                                                                                                     |  |               | 68    |   |                  |   | 75    |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|Total assets                                                                                                                                                               |  | $             | 3,584 |   |                  | $ | 3,859 |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|                                                                                                                                                                           |  |              
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                                      |  |               |       |   |                  |   |       |  
|Current maturities of long-term debt                                                                                                                                       |  | $             | 124   |   |                  | $ | 125   |  
|Accounts payable                                                                                                                                                           |  |               | 138   |   |                  |   | 128   |  
|Accrued expenses and other liabilities                                                                                                                                     |  |               | 219   |   |                  |   | 208   |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|Total current liabilities                                                                                                                                                  |  |               | 481   |   |                  |   | 461   |  
|Long-term debt                                                                                                                                                             |  |               | 2,582 |   |                  |   | 2,826 |  
|Subordinated convertible debentures                                                                                                                                        |  |               | 124   |   |                  |   | 124   |  
|Deferred taxes                                                                                                                                                             |  |               | 405   |   |                  |   | 424   |  
|Other long-term liabilities                                                                                                                                                |  |               | 40    |   |                  |   | 43    |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|Total liabilities                                                                                                                                                          |  |               | 3,632 |   |                  |   | 3,878 |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|                                                                                                                                                                           |  |              
|Common stock$0.01 par value, 500,000,000 shares authorized, 60,433,823 and 60,163,233 shares issued and outstanding at
March 31, 2010 and December 31, 2009, respectively |  |               | 1     |   |                  |   | 1     |  
|Additional paid-in capital                                                                                                                                                 |  |               | 487   |   |                  |   | 487   |  
|Accumulated deficit                                                                                                                                                        |  |               | (614  | ) |                  |   | (574  | )
|Accumulated other comprehensive income                                                                                                                                     |  |               | 78    |   |                  |   | 67    |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|Total stockholders deficit                                                                                                                                                |  |               | (48   | ) |                  |   | (19   | )
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  
|                                                                                                                                                                           |  |              
|Total liabilities and stockholders deficit                                                                                                                                |  | $             | 3,584 |   |                  | $ | 3,859 |  
|                                                                                                                                                                           |  |               |       |   |                  |   |       |  

See accompanying notes.



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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share amounts)



|                                                     |  |                             |       |   |      |   |       |  
|---------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                     |  | Three Months EndedMarch 31, |      
|                                                     |  | 2010                        |       |   | 2009 |  
|Revenues:                                            |  |                             |       |   |      |   |       |  
|Equipment rentals                                    |  | $                           | 380   |   |      | $ | 448   |  
|Sales of rental equipment                            |  |                             | 35    |   |      |   | 67    |  
|New equipment sales                                  |  |                             | 19    |   |      |   | 23    |  
|Contractor supplies sales                            |  |                             | 23    |   |      |   | 32    |  
|Service and other revenues                           |  |                             | 21    |   |      |   | 24    |  
|                                                     |  |                             |       |   |      |   |       |  
|Total revenues                                       |  |                             | 478   |   |      |   | 594   |  
|                                                     |  |                             |       |   |      |   |       |  
|                                                     |  |                            
|Cost of revenues:                                    |  |                             |       |   |      |   |       |  
|Cost of equipment rentals, excluding depreciation    |  |                             | 214   |   |      |   | 233   |  
|Depreciation of rental equipment                     |  |                             | 96    |   |      |   | 106   |  
|Cost of rental equipment sales                       |  |                             | 24    |   |      |   | 59    |  
|Cost of new equipment sales                          |  |                             | 16    |   |      |   | 20    |  
|Cost of contractor supplies sales                    |  |                             | 16    |   |      |   | 23    |  
|Cost of service and other revenues                   |  |                             | 9     |   |      |   | 9     |  
|                                                     |  |                             |       |   |      |   |       |  
|Total cost of revenues                               |  |                             | 375   |   |      |   | 450   |  
|                                                     |  |                             |       |   |      |   |       |  
|                                                     |  |                            
|Gross profit                                         |  |                             | 103   |   |      |   | 144   |  
|Selling, general and administrative expenses         |  |                             | 86    |   |      |   | 108   |  
|Restructuring charge                                 |  |                             | 6     |   |      |   | 4     |  
|Non-rental depreciation and amortization             |  |                             | 13    |   |      |   | 14    |  
|                                                     |  |                             |       |   |      |   |       |  
|Operating (loss) income                              |  |                             | (2    | ) |      |   | 18    |  
|Interest expense, net                                |  |                             | 61    |   |      |   | 50    |  
|Interest expensesubordinated convertible debentures |  |                             | 2     |   |      |   | 2     |  
|Other income, net                                    |  |                             | (1    | ) |      |   | (1    | )
|                                                     |  |                             |       |   |      |   |       |  
|Loss before benefit for income taxes                 |  |                             | (64   | ) |      |   | (33   | )
|Benefit for income taxes                             |  |                             | (24   | ) |      |   | (14   | )
|                                                     |  |                             |       |   |      |   |       |  
|Net loss                                             |  | $                           | (40   | ) |      | $ | (19   | )
|                                                     |  |                             |       |   |      |   |       |  
|                                                     |  |                            
|Basic and diluted loss per share                     |  | $                           | (0.67 | ) |      | $ | (0.32 | )

See accompanying notes.



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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT (UNAUDITED)

(In millions)



|                                                               |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     |     |   |  |   |   
|-------------------------------------------------------------- |  | --------------- |  | ---------- | - | -------------- | - | --- | ------------------ |  | - | -------------------------- | ---------------- |  | ------------------- | --- | - |  | - | --
|                                                               |  | Common Stock    |  | Additional |   |                |   |     |                    |  |   |                            | AccumulatedOther
|                                                               |  | Number ofShares |  | Amount     |   | Paid-inCapital |   |     | AccumulatedDeficit |  |   | Comprehensive(Loss) Income |                  |  | ComprehensiveIncome
|Balance at December 31, 2009                                   |  | 60              |  | $          | 1 |                | $ | 487 |                    |  | $ | (574                       | )                |  |                     |     |   |  | $ | 67
|Comprehensive (loss) income:                                   |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     |     |   |  |   |   
|Net loss                                                       |  |                 |  |            |   |                |   |     |                    |  |   | (40                        | )                |  | $                   | (40 | ) |  |   |   
|Other comprehensive income:                                    |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     |     |   |  |   |   
|Foreign currency translation adjustments                       |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     | 11  |   |  |   | 11
|                                                               |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     |     |   |  |   |   
|Comprehensive loss                                             |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  | $                   | (29 | ) |  |   |   
|                                                               |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     |     |   |  |   |   
|                                                               |  |                 |  |            |   |               
|Stock compensation expense, net                                |  |                 |  |            |   |                |   | 1   |                    |  |   |                            |                  |  |                     |     |   |  |   |   
|Excess tax benefits from share-based payment arrangements, net |  |                 |  |            |   |                |   | (1  | )                  |  |   |                            |                  |  |                     |     |   |  |   |   
|                                                               |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     |     |   |  |   |   
|                                                               |  |                 |  |            |   |               
|Balance at March 31, 2010                                      |  | 60              |  | $          | 1 |                | $ | 487 |                    |  | $ | (614                       | )                |  |                     |     |   |  | $ | 78
|                                                               |  |                 |  |            |   |                |   |     |                    |  |   |                            |                  |  |                     |     |   |  |   |   

See accompanying notes.



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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)



|                                                                                |  |                             |      |   |      |   |      |  
|------------------------------------------------------------------------------- |  | --------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                |  | Three Months EndedMarch 31, |     
|                                                                                |  | 2010                        |      |   | 2009 |  
|Cash Flows From Operating Activities:                                           |  |                             |      |   |      |   |      |  
|Net loss                                                                        |  | $                           | (40  | ) |      | $ | (19  | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                             |      |   |      |   |      |  
|Depreciation and amortization                                                   |  |                             | 109  |   |      |   | 120  |  
|Amortization of deferred financing costs and original issue discounts           |  |                             | 6    |   |      |   | 4    |  
|Gain on sales of rental equipment                                               |  |                             | (11  | ) |      |   | (8   | )
|Gain on sales of non-rental equipment                                           |  |                             | (1   | ) |      |   | (1   | )
|Restructuring charge                                                            |  |                             | 6    |   |      |   | 4    |  
|Stock compensation expense, net                                                 |  |                             | 1    |   |      |   | 2    |  
|Loss (gain) on repurchase of debt securities                                    |  |                             | 4    |   |      |   | (4   | )
|Decrease in deferred taxes                                                      |  |                             | (24  | ) |      |   | (3   | )
|Changes in operating assets and liabilities:                                    |  |                             |      |   |      |   |      |  
|Decrease in accounts receivable                                                 |  |                             | 17   |   |      |   | 93   |  
|Increase in inventory                                                           |  |                             | (2   | ) |      |   |     |  
|Decrease in prepaid expenses and other assets                                   |  |                             | 37   |   |      |   | 7    |  
|Increase (decrease) in accounts payable                                         |  |                             | 10   |   |      |   | (3   | )
|Increase (decrease) in accrued expenses and other liabilities                   |  |                             | 6    |   |      |   | (68  | )
|                                                                                |  |                             |      |   |      |   |      |  
|Net cash provided by operating activities                                       |  |                             | 118  |   |      |   | 124  |  
|Cash Flows From Investing Activities:                                           |  |                             |      |   |      |   |      |  
|Purchases of rental equipment                                                   |  |                             | (49  | ) |      |   | (52  | )
|Purchases of non-rental equipment                                               |  |                             | (5   | ) |      |   | (12  | )
|Proceeds from sales of rental equipment                                         |  |                             | 35   |   |      |   | 67   |  
|Proceeds from sales of non-rental equipment                                     |  |                             | 1    |   |      |   | 3    |  
|Purchases of other companies                                                    |  |                             |     |   |      |   | (2   | )
|                                                                                |  |                             |      |   |      |   |      |  
|Net cash (used in) provided by investing activities                             |  |                             | (18  | ) |      |   | 4    |  
|Cash Flows From Financing Activities:                                           |  |                             |      |   |      |   |      |  
|Proceeds from debt                                                              |  |                             | 645  |   |      |   | 320  |  
|Payments of debt                                                                |  |                             | (897 | ) |      |   | (426 | )
|Shares repurchased and retired                                                  |  |                             | (1   | ) |      |   |     |  
|Excess tax benefits from share-based payment arrangements, net                  |  |                             | (1   | ) |      |   | (1   | )
|                                                                                |  |                             |      |   |      |   |      |  
|Net cash used in financing activities                                           |  |                             | (254 | ) |      |   | (107 | )
|Effect of foreign exchange rates                                                |  |                             | 5    |   |      |   | (2   | )
|                                                                                |  |                             |      |   |      |   |      |  
|                                                                                |  |                            
|Net (decrease) increase in cash and cash equivalents                            |  |                             | (149 | ) |      |   | 19   |  
|Cash and cash equivalents at beginning of period                                |  |                             | 169  |   |      |   | 77   |  
|                                                                                |  |                             |      |   |      |   |      |  
|Cash and cash equivalents at end of period                                      |  | $                           | 20   |   |      | $ | 96   |  
|                                                                                |  |                             |      |   |      |   |      |  
|                                                                                |  |                            
|Supplemental disclosure of cash flow information:                               |  |                             |      |   |      |   |      |  
|Cash received (paid) for taxes, net                                             |  | $                           | 53   |   |      | $ | (2   | )

See accompanying notes.



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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Organization, Description of Business and Basis of Presentation

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

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities,
municipalities, homeowners and government entities 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, 2009 (the 2009 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 2009
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

Fair Value Measurements. In January 2010, the Financial Accounting Standards Board (FASB) issued guidance which
expanded the required disclosures about fair value measurements. In particular, this guidance requires (i) separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with the
reasons for such transfers, (ii) information about purchases, sales, issuances and settlements to be presented separately in the reconciliation for Level 3 fair value measurements, (iii) fair value measurement disclosures for each class of
assets and liabilities and (iv) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for fair value measurements that fall in either Level 2 or Level 3. The
adoption of this guidance did not have a material effect on our financial condition or results of operations.

Subsequent
Events. In February 2010, the FASB issued guidance related to events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance amends existing standards to address potential
conflicts with Securities and Exchange Commission (SEC) guidance and refines the scope of the reissuance disclosure requirements to include revised financial statements only. Under this guidance, SEC filers are no longer required to
disclose the date through which subsequent events have been evaluated. The adoption of this standard did not have a material effect on our financial condition or results of operations.



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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



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, homeowners
and government entities. The general rentals segment comprises seven geographic regionsthe Southwest, Gulf, Northwest, Southeast, Midwest, East, and the Northeast Canada- as well as the Aerial West region and 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.

The following table sets forth
financial information by segment. Information related to our condensed consolidated balance sheets is presented as of March 31, 2010 and December 31, 2009.



|                                                               |  |                             |       |                  |   |      
|-------------------------------------------------------------- |  | --------------------------- | ----- | ---------------- | - | -----
|                                                               |  | Three Months EndedMarch 31,
|                                                               |  | 2010                        |       | 2009            
|Total reportable segment revenues                              |  |                             |       |                  |   |      
|General rentals                                                |  | $                           | 443   |                  | $ | 558  
|Trench safety, pump and power                                  |  |                             | 35    |                  |   | 36   
|                                                               |  |                             |       |                  |   |      
|Total revenues                                                 |  | $                           | 478   |                  | $ | 594  
|                                                               |  |                             |       |                  |   |      
|                                                               |  |                            
|Total reportable segment depreciation and amortization expense |  |                             |       |                  |   |      
|General rentals                                                |  | $                           | 103   |                  | $ | 113  
|Trench safety, pump and power                                  |  |                             | 6     |                  |   | 7    
|                                                               |  |                             |       |                  |   |      
|Total depreciation and amortization expense                    |  | $                           | 109   |                  | $ | 120  
|                                                               |  |                             |       |                  |   |      
|                                                               |  |                            
|Total reportable segment operating income                      |  |                             |       |                  |   |      
|General rentals                                                |  | $                           | 1     |                  | $ | 20   
|Trench safety, pump and power                                  |  |                             | 3     |                  |   | 2    
|                                                               |  |                             |       |                  |   |      
|Total segment operating income                                 |  | $                           | 4     |                  | $ | 22   
|                                                               |  |                             |       |                  |   |      
|                                                               |  |                            
|Total reportable segment capital expenditures                  |  |                             |       |                  |   |      
|General rentals                                                |  | $                           | 52    |                  | $ | 61   
|Trench safety, pump and power                                  |  |                             | 2     |                  |   | 3    
|                                                               |  |                             |       |                  |   |      
|Total capital expenditures                                     |  | $                           | 54    |                  | $ | 64   
|                                                               |  |                             |       |                  |   |      
|                                                               |  |                            
|                                                               |  | March 31,2010               |       | December 31,2009
|Total reportable segment assets                                |  |                             |       |                  |   |      
|General rentals                                                |  | $                           | 3,363 |                  | $ | 3,633
|Trench safety, pump and power                                  |  |                             | 221   |                  |   | 226  
|                                                               |  |                             |       |                  |   |      
|Total assets                                                   |  | $                           | 3,584 |                  | $ | 3,859
|                                                               |  |                             |       |                  |   |      

The following is a reconciliation of segment operating
income to total Company operating (loss) income:



|                                 |  |                             |    |   |      |   |    |  
|-------------------------------- |  | --------------------------- | -- | - | ---- | - | -- | -
|                                 |  | Three Months EndedMarch 31, |   
|                                 |  | 2010                        |    |   | 2009 |  
|Total segment operating income   |  | $                           | 4  |   |      | $ | 22 |  
|Unallocated restructuring charge |  |                             | (6 | ) |      |   | (4 | )
|                                 |  |                             |    |   |      |   |    |  
|Operating (loss) income          |  | $                           | (2 | ) |      | $ | 18 |  



9



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##### Table of Contents

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



3. Restructuring Charges

Over the past several years we have been focused on reducing our operating costs. In connection with this strategy, and in recognition of
the challenging economic environment, we reduced our employee headcount from approximately 10,900 at December 31, 2007 to approximately 8,000 at December 31, 2009. Additionally, we reduced our branch network from 697 at December 31,
2007 to 569 at December 31, 2009. In the first quarter of 2010, we further reduced our headcount by approximately 500 employees, or 6 percent, and closed seven of our less profitable branches. The restructuring charges for the three months
ended March 31, 2010 and 2009 include severance costs associated with our headcount reductions, as well as branch closure charges, the latter of which principally relates to continuing lease obligations at vacant facilities.

The table below provides certain information concerning our restructuring charges:



|                       |  |                                      |    |                                 |   |                   |  |   |                                   |   |  |   |   
|---------------------- |  | ------------------------------------ | -- | ------------------------------- | - | ----------------- |  | - | --------------------------------- | - |  | - | --
|Description            |  | Reserve Balance 
atDecember 31, 2009 |    | Charged toCosts 
andExpenses(1) |   | Paymentsand Other |  |   | Reserve Balance atMarch 
31, 2010
|Branch closure charges |  | $                                    | 20 |                                 | $ | 3                 |  | $ | (2                                | ) |  | $ | 21
|Severance costs        |  |                                      | 1  |                                 |   | 3                 |  |   | (2                                | ) |  |   | 2 
|                       |  |                                      |    |                                 |   |                   |  |   |                                   |   |  |   |   
|Total                  |  | $                                    | 21 |                                 | $ | 6                 |  | $ | (4                                | ) |  | $ | 23
|                       |  |                                      |    |                                 |   |                   |  |   |                                   |   |  |   |   



|(1) | Reflected in our condensed consolidated statements of operations as Restructuring charge.
|--- | -------------------------------------------------------------------------------------------

We have incurred total restructuring charges between January 1, 2008 and March 31, 2010 of $56, comprised of $41 of branch
closure charges and $15 of severance costs. We expect that the restructuring activity will be substantially complete by the end of 2010.

4. Derivatives

We
recognize all derivative instruments as either assets or liabilities at fair value, and recognize the changes in fair value of the derivative instruments based on the designation of the derivative. For derivative instruments that are designated and
qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge. As of March 31, 2010, we do not have any outstanding derivative instruments designated
as fair value hedges. The effective portion of the changes in fair value of derivatives that are designated as cash flow hedges is recorded as a component of other comprehensive income. Amounts included in accumulated other comprehensive income for
cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded currently in earnings.
For derivative instruments that do not qualify for hedge accounting, we recognize gains or losses due to changes in fair value in our condensed consolidated statements of operations during the period in which the changes in fair value occur.

We are exposed to certain risks relating to our ongoing business operations. At March 31, 2010, the primary risks we
managed by using derivative instruments were diesel price risk and foreign currency exchange rate risk. At March 31, 2010, we had outstanding (i) fixed price swap contracts on diesel purchases which were entered into to mitigate the price
risk associated with forecasted purchases of diesel and (ii) forward contracts to purchase Canadian dollars which were entered into to mitigate the foreign currency exchange rate risk associated with URNAs Canadian dollar denominated
intercompany loans. The outstanding forward contracts on diesel purchases were designated and qualify as cash flow hedges and the forward contracts to purchase Canadian dollars represent derivative instruments not designated as hedging instruments.

Fixed Price Diesel Swaps

The fixed price swap contracts on diesel purchases that were outstanding at March 31, 2010 were designated and qualify as cash flow
hedges and, in accordance with GAAP, the effective portion of the gain or loss on these contracts is reported as a component of other comprehensive income and reclassified into earnings in the period during which the hedged transaction affects
earnings (i.e., when the hedged gallons of diesel are purchased). The remaining gain or loss on the fixed price swap contracts in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the
ineffectiveness portion), is recognized in our condensed consolidated statements of operations during the current period.



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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



As of March 31, 2010, we had outstanding fixed price swap contracts covering
1.7 million gallons of diesel which will be purchased throughout 2010. At March 31, 2010, (i) less than $1 was reflected in other current assets in our condensed consolidated balance sheet, reflecting the fair value of the fixed price
swap contracts and (ii) less than $1 was reflected in accumulated other comprehensive income in our condensed consolidated balance sheet, reflecting the effective portion of the fixed price swap contracts, net of taxes. Our condensed
consolidated statement of operations for the three months ended March 31, 2010 includes less than $1 recognized in connection with the effective and ineffective portions of the fixed price swap contracts. Our results for the three months ended
March 31, 2010 include $1 reflected in cost of rentals, excluding depreciation in our condensed consolidated statements, reflecting the purchase of 500,000 gallons of diesel covered by the fixed price swap contracts. There were no fixed price
swap contracts outstanding during the first quarter of 2009, and no activity associated with fixed price contracts was reflected in either our condensed consolidated balance sheets as of December 31, 2009 or in our condensed consolidated
statements of operations for the three months ending March 31, 2009.

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars represent derivative instruments not designated as hedging instruments,
and, in accordance with GAAP, gains or losses due to changes in the fair value of the forward contracts are recognized in our condensed consolidated statements of operations during the period in which the changes in fair value occur. At
March 31, 2010, there were outstanding forward contracts to purchase $163 Canadian dollars, which represents the outstanding amount of certain intercompany loans entered into during the first quarter of 2010. These intercompany loans
concentrated excess foreign cash into the US, and this cash was then used to pay down debt. The intercompany loans and the forward contracts all mature in the second quarter of 2010. Upon maturity, the proceeds from the forward contracts will be
used to pay down the Canadian dollar denominated intercompany loans.

At March 31, 2010, an $8 asset representing the
fair value of the forward contracts was reflected in other current assets in our condensed consolidated balance sheets. Our results for the three months ended March 31, 2010 include (i) a gain of $8 reflected in other income, net in our
condensed consolidated statements of operations associated with the forward contracts and (ii) a loss of $8 reflected in other income, net in our condensed consolidated statements of operations associated with the revaluation of the
intercompany loans. There were no forward contracts outstanding during the first quarter of 2009, and no activity associated with forward contracts was reflected in either our condensed consolidated balance sheets as of December 31, 2009 or in
our condensed consolidated statements of operations for the three months ending March 31, 2009.

5. Fair Value Measurements

We account for certain assets at fair value. In accordance with GAAP, we categorize each of our fair value measurements in one
of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety:

Level 1- Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets.

Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities include:



| | a) | quoted prices for similar assets in active markets;
| | -- | ---------------------------------------------------



| | b) | quoted prices for identical or similar assets in inactive markets;
| | -- | ------------------------------------------------------------------



| | c) | inputs other than quoted prices that are observable for the asset;
| | -- | ------------------------------------------------------------------



| | d) | inputs that are derived principally from or corroborated by observable market data by correlation or other means.
| | -- | -----------------------------------------------------------------------------------------------------------------

If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset.

Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and
significant to the fair value measure.

Assets Measured at Fair Value

The following table presents the fair values of our assets that are measured at fair value:



|                                                                         |  |                |   |                   |   |         |  |           |   |         |   |         |  |         |   |           |   |   |  |   |   |  |   |  
|------------------------------------------------------------------------ |  | -------------- | - | ----------------- | - | ------- |  | --------- | - | ------- | - | ------- |  | ------- | - | --------- | - | - |  | - | - |  | - | -
|                                                                         |  | March 31, 2010 |   | December 31, 2009
|                                                                         |  | Level 1        |   | Level 2           |   | Level 3 |  | FairValue |   | Level 1 |   | Level 2 |  | Level 3 |   | FairValue
|Held for sale assets measured at fair value on a non-recurring basis (1) |  | $              |  |                   | $ |        |  | $         | 2 |         | $ | 2       |  | $       |  |           | $ |  |  | $ | 2 |  | $ | 2
|                                                                         |  |                |   |                   |   |         |  |          
|Derivatives measured at fair value on a recurring basis:                 |  |                |   |                   |   |         |  |           |   |         |   |         |  |         |   |           |   |   |  |   |   |  |   |  
|                                                                         |  |                |   |                   |   |         |  |          
|Foreign exchange contracts (2)                                           |  |                |  |                   |   | 8       |  |           |  |         |   | 8       |  |         |  |           |   |  |  |   |  |  |   | 
|Fuel fixed price swaps contracts (3)                                     |  |                |  |                   |   | *       |  |           |  |         |   | *       |  |         |  |           |   |  |  |   |  |  |   | 
|                                                                         |  |                |   |                   |   |         |  |           |   |         |   |         |  |         |   |           |   |   |  |   |   |  |   |  
|Total derivatives                                                        |  | $              |  |                   | $ | 8       |  | $         |  |         | $ | 8       |  | $       |  |           | $ |  |  | $ |  |  | $ | 
|                                                                         |  |                |   |                   |   |         |  |           |   |         |   |         |  |         |   |           |   |   |  |   |   |  |   |  



|* | Amounts are insignificant.
|- | --------------------------

|(1) | Primarily relates to certain rental equipment classified as held for sale in accordance with GAAP. Fair value is determined using a market approach based on the
proceeds we expect to receive upon sale of the equipment. Insignificant amounts were recognized in earnings associated with the held for sale assets during the three months ended March 31, 2010 and 2009.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | As discussed in note 4 to the condensed consolidated financial statements, we entered into forward contracts to purchase Canadian dollars to mitigate the foreign
currency exchange rate risk associated with certain outstanding intercompany loans. Fair value is determined based on observable market data. As of March 31, 2010, we have forward contracts covering $163 Canadian which we will buy at an average
exchange rate of $0.94 cents per Canadian dollar at contract maturity, while the average forward rate at contract maturity was $0.98 cents per Canadian dollar as of March 31, 2010. These forward contracts mature in the second quarter of 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | As discussed in note 4 to the condensed consolidated financial statements, we entered into fixed price swap contracts on diesel purchases to mitigate the price risk
associated with forecasted purchases of diesel. Fair value is determined based on observable market data. As of March 31, 2010, we have fixed price swap contracts covering 1.7 million gallons of diesel which we will buy at the average
contractual rate of $2.85 per gallon, while the average forward price for the hedged gallons was $3.10 per gallon as of March 31, 2010. These fixed price swap contracts mature throughout 2010.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



Fair Value of Financial Instruments

The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable
and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our ABL facility, accounts receivable securitization facility and
17/8percent Convertible Senior Subordinated
Notes approximate their book values as of March 31, 2010 and December 31, 2009. The estimated fair values of our other financial instruments as of March 31, 2010 and December 31, 2009 have been calculated based upon available
market information or an appropriate valuation technique in accordance with GAAP, and are as follows:



|                                         |  |                |       |                   |   |                |  |           |       |  |   |      
|---------------------------------------- |  | -------------- | ----- | ----------------- | - | -------------- |  | --------- | ----- |  | - | -----
|                                         |  | March 31, 2010 |       | December 31, 2009
|                                         |  | CarryingAmount |       | FairValue         |   | CarryingAmount |  | FairValue
|Subordinated convertible debentures      |  | $              | 124   |                   | $ | 76             |  | $         | 124   |  | $ | 75   
|Senior and senior subordinated notes     |  |                | 1,842 |                   |   | 1,882          |  |           | 2,275 |  |   | 2,302
|Other debt, including capital leases (1) |  |                | 28    |                   |   | 21             |  |           | 31    |  |   | 24   



|(1) | Primarily comprised of capital leases, the fair value of which is determined using an expected present value technique.
|--- | -----------------------------------------------------------------------------------------------------------------------

6. Debt and Subordinated Convertible Debentures

Debt consists of the following:



|                                                  |  |               |       |   |                  |   |       |  
|------------------------------------------------- |  | ------------- | ----- | - | ---------------- | - | ----- | -
|                                                  |  | March 31,2010 |       |   | December 31,2009 |  
|URNA and subsidiaries debt:                       |  |               |       |   |                  |   |       |  
|Accounts Receivable Securitization Facility (1)   |  | $             | 142   |   |                  | $ | 193   |  
|$1.360 billion ABL Facility (1)                   |  |               | 579   |   |                  |   | 337   |  
|61/2percent Senior
Notes                          |  |               |      |   |                  |   | 435   |  
|73/4percent Senior Subordinated Notes             |  |               | 484   |   |                  |   | 484   |  
|7 percent Senior Subordinated Notes               |  |               | 261   |   |                  |   | 261   |  
|107/8percent Senior
Notes                         |  |               | 486   |   |                  |   | 486   |  
|91/4percent Senior Notes                          |  |               | 492   |   |                  |   | 492   |  
|17/8percent Convertible Senior Subordinated
Notes |  |               | 115   |   |                  |   | 115   |  
|Other debt, including capital leases              |  |               | 28    |   |                  |   | 31    |  
|                                                  |  |               |       |   |                  |   |       |  
|Total URNA and subsidiaries debt                  |  |               | 2,587 |   |                  |   | 2,834 |  
|Less current portion                              |  |               | (124  | ) |                  |   | (125  | )
|                                                  |  |               |       |   |                  |   |       |  
|Long-term URNA and subsidiaries debt              |  |               | 2,463 |   |                  |   | 2,709 |  
|                                                  |  |               |       |   |                  |   |       |  
|                                                  |  |              
|Holdings:                                         |  |               |       |   |                  |   |       |  
|4 percent Convertible Senior Notes                |  |               | 119   |   |                  |   | 117   |  
|                                                  |  |               |       |   |                  |   |       |  
|Total long-term debt (2)                          |  | $             | 2,582 |   |                  | $ | 2,826 |  
|                                                  |  |               |       |   |                  |   |       |  



|(1) | $713 and $58 were available under our senior secured asset-based revolving credit facility (the ABL facility) and accounts receivable securitization
facility, respectively, at March 31, 2010. The ABL facility availability is reflected net of $68 of letters of credit. At March 31, 2010, the interest rates applicable to our ABL facility and accounts receivable securitization facility
were 3.3 percent and 1.6 percent, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In August 1998, a subsidiary trust of Holdings (the Trust) issued and sold $300 of
61/2percent Convertible Quarterly Income Preferred
Securities (QUIPS) in a private offering. The Trust used the proceeds from the offering to purchase
61/2percent 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. Total long-term debt at March 31, 2010 and December 31, 2009 excludes $124 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 three months ended March 31, 2010, URNA
repurchased and retired the remaining $435 principal amount of our outstanding
61/2percent Senior Notes due 2012 at par, and
recognized a loss of $4. The loss, which is reflected in interest expense, net in our condensed consolidated statements of operations, represents the difference between the net carrying amount, which is less than the principle amount due to
capitalized debt issuance costs, of these securities and the total purchase price of $435.

Loan Covenants and
Compliance. As of March 31, 2010, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. 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. The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured
leverage ratio under the ABL facility. Both of these covenants were suspended on June 9, 2009 because the availability, as defined in the agreement governing the ABL facility, had exceeded 20 percent of the maximum revolver amount under the ABL
facility. Since the June 9, 2009 suspension date and through March 31, 2010, availability under the ABL facility has exceeded 10 percent of the maximum revolver amount under the ABL facility and, as a result, these maintenance covenants
remained inapplicable. Subject to certain limited exceptions specified in the ABL facility, these covenants will only apply in the future if availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL
facility.



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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



7. Legal and Regulatory Matters

As discussed in note 13 to our consolidated financial statements for the year ended December 31, 2009 filed on Form 10-K on
February 3, 2010, we are subject to certain ongoing class action and derivative legal proceedings. 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.

8. Loss Per Share

Basic
loss per share is computed by dividing net loss by the weighted-average number of common shares. Diluted loss per share for the three months ended March 31, 2010 and 2009 excludes the impact of approximately 9.0 million and
10.3 million common stock equivalents, respectively, since the effect of including these securities would be anti-dilutive. The following table sets forth the computation of basic and diluted loss per share (shares in thousands):



|                                                                                |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                |  | Three Months EndedMarch 31, |       
|                                                                                |  | 2010                        |        |   | 2009 |  
|Numerator:                                                                      |  |                             |        |   |      |   |        |  
|Net loss                                                                        |  | $                           | (40    | ) |      | $ | (19    | )
|                                                                                |  |                            
|Denominator:                                                                    |  |                             |        |   |      |   |        |  
|Denominator for basic and diluted loss per shareweighted-average common shares |  |                             | 60,227 |   |      |   | 59,986 |  
|                                                                                |  |                             |        |   |      |   |        |  
|                                                                                |  |                            
|Basic and diluted loss per share                                                |  | $                           | (0.67  | ) |      | $ | (0.32  | )



13



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##### Table of Contents

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



9. 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 Parent and its subsidiaries
is as follows:

CONDENSED CONSOLIDATING BALANCE SHEETS

March 31, 2010



|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|---------------------------------------------------- |  | ------ | --- | - | ------- | - | ----- | --------------------- |  | ------------------------- | ----- | ------------ | - | --- | ----- | - | --- |  | - | ------ | - |  | - | ----- | -
|                                                     |  | Parent |     |   | URNA    |   |       | GuarantorSubsidiaries |  | Non-GuarantorSubsidiaries |       | Eliminations |   |     | Total |  
|                                                     |  |        |     |   | Foreign |   | SPV   |                       | 
|ASSETS                                               |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|Cash and cash equivalents (1)                        |  | $      |    |   |         | $ | 3     |                       |  | $                         |      |              | $ | 17  |       | $ |    |  | $ |       |   |  | $ | 20    |  
|Accounts receivable, net                             |  |        |    |   |         |   | 8     |                       |  |                           | 8     |              |   | 54  |       |   | 250 |  |   |       |   |  |   | 320   |  
|Intercompany receivable (payable)                    |  |        | 83  |   |         |   | (981  | )                     |  |                           | 888   |              |   | 10  |       |   |    |  |   |       |   |  |   |      |  
|Inventory                                            |  |        |    |   |         |   | 26    |                       |  |                           | 14    |              |   | 6   |       |   |    |  |   |       |   |  |   | 46    |  
|Prepaid expenses and other assets                    |  |        |    |   |         |   | 19    |                       |  |                           | 24    |              |   | 13  |       |   |    |  |   |       |   |  |   | 56    |  
|Deferred taxes                                       |  |        |    |   |         |   | 62    |                       |  |                           | 6     |              |   | 1   |       |   |    |  |   |       |   |  |   | 69    |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|Total current assets                                 |  |        | 83  |   |         |   | (863  | )                     |  |                           | 940   |              |   | 101 |       |   | 250 |  |   |       |   |  |   | 511   |  
|                                                     |  |        |     |   |         |   |      
|Rental equipment, net                                |  |        |    |   |         |   | 1,315 |                       |  |                           | 768   |              |   | 264 |       |   |    |  |   |       |   |  |   | 2,347 |  
|Property and equipment, net                          |  |        | 47  |   |         |   | 204   |                       |  |                           | 148   |              |   | 29  |       |   |    |  |   |       |   |  |   | 428   |  
|Investments in subsidiaries                          |  |        | 153 |   |         |   | 1,988 |                       |  |                           |      |              |   |    |       |   |    |  |   | (2,141 | ) |  |   |      |  
|Goodwill and other intangibles, net                  |  |        |    |   |         |   | 101   |                       |  |                           | 84    |              |   | 45  |       |   |    |  |   |       |   |  |   | 230   |  
|Other long-term assets                               |  |        | 9   |   |         |   | 55    |                       |  |                           | 3     |              |   |    |       |   | 1   |  |   |       |   |  |   | 68    |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|Total assets                                         |  | $      | 292 |   |         | $ | 2,800 |                       |  | $                         | 1,943 |              | $ | 439 |       | $ | 251 |  | $ | (2,141 | ) |  | $ | 3,584 |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|                                                     |  |        |     |   |         |   |      
|LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY       |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|                                                     |  |        |     |   |         |   |      
|Current maturities of long-term debt                 |  | $      |    |   |         | $ | 124   |                       |  | $                         |      |              | $ |    |       | $ |    |  | $ |       |   |  | $ | 124   |  
|Accounts payable                                     |  |        |    |   |         |   | 59    |                       |  |                           | 62    |              |   | 17  |       |   |    |  |   |       |   |  |   | 138   |  
|Accrued expenses and other liabilities               |  |        | 44  |   |         |   | 83    |                       |  |                           | 79    |              |   | 13  |       |   |    |  |   |       |   |  |   | 219   |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|Total current liabilities                            |  |        | 44  |   |         |   | 266   |                       |  |                           | 141   |              |   | 30  |       |   |    |  |   |       |   |  |   | 481   |  
|Long-term debt                                       |  |        | 119 |   |         |   | 2,176 |                       |  |                           | 145   |              |   |    |       |   | 142 |  |   |       |   |  |   | 2,582 |  
|Subordinated convertible debentures                  |  |        | 124 |   |         |   |      |                       |  |                           |      |              |   |    |       |   |    |  |   |       |   |  |   | 124   |  
|Deferred taxes                                       |  |        | 16  |   |         |   | 205   |                       |  |                           | 151   |              |   | 33  |       |   |    |  |   |       |   |  |   | 405   |  
|Other long-term liabilities                          |  |        | 37  |   |         |   |      |                       |  |                           | 3     |              |   |    |       |   |    |  |   |       |   |  |   | 40    |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|Total liabilities                                    |  |        | 340 |   |         |   | 2,647 |                       |  |                           | 440   |              |   | 63  |       |   | 142 |  |   |       |   |  |   | 3,632 |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|                                                     |  |        |     |   |         |   |      
|Total stockholders (deficit) equity                 |  |        | (48 | ) |         |   | 153   |                       |  |                           | 1,503 |              |   | 376 |       |   | 109 |  |   | (2,141 | ) |  |   | (48   | )
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  
|                                                     |  |        |     |   |         |   |      
|Total liabilities and stockholders (deficit) equity |  | $      | 292 |   |         | $ | 2,800 |                       |  | $                         | 1,943 |              | $ | 439 |       | $ | 251 |  | $ | (2,141 | ) |  | $ | 3,584 |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |     |       |   |     |  |   |        |   |  |   |       |  



|(1) | As discussed in note 4 to the condensed consolidated financial statements, during the first quarter of 2010, we transferred $163 Canadian of excess foreign cash from
Canada (a Foreign Non-Guarantor Subsidiary) to the U.S. (URNA). This cash was used during the first quarter of 2010 to pay down debt.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2009



|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|---------------------------------------------------- |  | ------ | --- | - | ------- | - | ----- | --------------------- |  | ------------------------- | ----- | ------------ | - | ---- | ----- |  | - | --- |  | - | ------ | - |  | - | ----- | -
|                                                     |  | Parent |     |   | URNA    |   |       | GuarantorSubsidiaries |  | Non-GuarantorSubsidiaries |       | Eliminations |   |      | Total | 
|                                                     |  |        |     |   | Foreign |   |       | SPV                   |  |                          
|ASSETS                                               |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Cash and cash equivalents                            |  | $      |    |   |         | $ | 5     |                       |  | $                         | 3     |              | $ | 161  |       |  | $ |    |  | $ |       |   |  | $ | 169   |  
|Accounts receivable, net                             |  |        |    |   |         |   | 9     |                       |  |                           | 8     |              |   | 60   |       |  |   | 260 |  |   |       |   |  |   | 337   |  
|Intercompany receivable (payable)                    |  |        | 74  |   |         |   | (773  | )                     |  |                           | 847   |              |   | (148 | )     |  |   |    |  |   |       |   |  |   |      |  
|Inventory                                            |  |        |    |   |         |   | 21    |                       |  |                           | 17    |              |   | 6    |       |  |   |    |  |   |       |   |  |   | 44    |  
|Prepaid expenses and other assets                    |  |        |    |   |         |   | 53    |                       |  |                           | 23    |              |   | 13   |       |  |   |    |  |   |       |   |  |   | 89    |  
|Deferred taxes                                       |  |        |    |   |         |   | 59    |                       |  |                           | 6     |              |   | 1    |       |  |   |    |  |   |       |   |  |   | 66    |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Total current assets                                 |  |        | 74  |   |         |   | (626  | )                     |  |                           | 904   |              |   | 93   |       |  |   | 260 |  |   |       |   |  |   | 705   |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Rental equipment, net                                |  |        |    |   |         |   | 1,363 |                       |  |                           | 788   |              |   | 263  |       |  |   |    |  |   |       |   |  |   | 2,414 |  
|Property and equipment, net                          |  |        | 47  |   |         |   | 210   |                       |  |                           | 148   |              |   | 29   |       |  |   |    |  |   |       |   |  |   | 434   |  
|Investments in subsidiaries                          |  |        | 190 |   |         |   | 1,948 |                       |  |                           |      |              |   |     |       |  |   |    |  |   | (2,138 | ) |  |   |      |  
|Goodwill and other intangibles, net                  |  |        |    |   |         |   | 102   |                       |  |                           | 85    |              |   | 44   |       |  |   |    |  |   |       |   |  |   | 231   |  
|Other long-term assets                               |  |        | 9   |   |         |   | 63    |                       |  |                           | 2     |              |   |     |       |  |   | 1   |  |   |       |   |  |   | 75    |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Total assets                                         |  | $      | 320 |   |         | $ | 3,060 |                       |  | $                         | 1,927 |              | $ | 429  |       |  | $ | 261 |  | $ | (2,138 | ) |  | $ | 3,859 |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|                                                     |  |        |     |   |         |   |      
|LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY       |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|                                                     |  |        |     |   |         |   |      
|Current maturities of long-term debt                 |  | $      |    |   |         | $ | 125   |                       |  | $                         |      |              | $ |     |       |  | $ |    |  | $ |       |   |  | $ | 125   |  
|Accounts payable                                     |  |        |    |   |         |   | 61    |                       |  |                           | 50    |              |   | 17   |       |  |   |    |  |   |       |   |  |   | 128   |  
|Accrued expenses and other liabilities               |  |        | 43  |   |         |   | 71    |                       |  |                           | 74    |              |   | 20   |       |  |   |    |  |   |       |   |  |   | 208   |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Total current liabilities                            |  |        | 43  |   |         |   | 257   |                       |  |                           | 124   |              |   | 37   |       |  |   |    |  |   |       |   |  |   | 461   |  
|Long-term debt                                       |  |        | 117 |   |         |   | 2,375 |                       |  |                           | 141   |              |   |     |       |  |   | 193 |  |   |       |   |  |   | 2,826 |  
|Subordinated convertible debentures                  |  |        | 124 |   |         |   |      |                       |  |                           |      |              |   |     |       |  |   |    |  |   |       |   |  |   | 124   |  
|Deferred taxes                                       |  |        | 14  |   |         |   | 238   |                       |  |                           | 141   |              |   | 31   |       |  |   |    |  |   |       |   |  |   | 424   |  
|Other long-term liabilities                          |  |        | 41  |   |         |   |      |                       |  |                           | 2     |              |   |     |       |  |   |    |  |   |       |   |  |   | 43    |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Total liabilities                                    |  |        | 339 |   |         |   | 2,870 |                       |  |                           | 408   |              |   | 68   |       |  |   | 193 |  |   |       |   |  |   | 3,878 |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Total stockholders (deficit) equity                 |  |        | (19 | ) |         |   | 190   |                       |  |                           | 1,519 |              |   | 361  |       |  |   | 68  |  |   | (2,138 | ) |  |   | (19   | )
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  
|Total liabilities and stockholders (deficit) equity |  | $      | 320 |   |         | $ | 3,060 |                       |  | $                         | 1,927 |              | $ | 429  |       |  | $ | 261 |  | $ | (2,138 | ) |  | $ | 3,859 |  
|                                                     |  |        |     |   |         |   |       |                       |  |                           |       |              |   |      |       |  |   |     |  |   |        |   |  |   |       |  



15



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##### Table of Contents

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2010



|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|------------------------------------------------------------------ |  | ------ | --- | - | ------- | - | --- | --------------------- |  | - | ------------------------- | - |  | ------------ | -- | ----- |  | - | -- | - |  | - | -- |  | - | --- | -
|                                                                   |  | Parent |     |   | URNA    |   |     | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |    | Total | 
|                                                                   |  |        |     |   | Foreign |   |     | SPV                   |  |   |                          
|REVENUES                                                           |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|Equipment rentals                                                  |  | $      |    |   |         | $ | 205 |                       |  | $ | 122                       |   |  | $            | 53 |       |  | $ |   |   |  | $ |   |  | $ | 380 |  
|Sales of rental equipment                                          |  |        |    |   |         |   | 20  |                       |  |   | 10                        |   |  |              | 5  |       |  |   |   |   |  |   |   |  |   | 35  |  
|New equipment sales                                                |  |        |    |   |         |   | 12  |                       |  |   | 3                         |   |  |              | 4  |       |  |   |   |   |  |   |   |  |   | 19  |  
|Contractor supplies sales                                          |  |        |    |   |         |   | 9   |                       |  |   | 8                         |   |  |              | 6  |       |  |   |   |   |  |   |   |  |   | 23  |  
|Service and other revenues                                         |  |        |    |   |         |   | 12  |                       |  |   | 6                         |   |  |              | 3  |       |  |   |   |   |  |   |   |  |   | 21  |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|Total revenues                                                     |  |        |    |   |         |   | 258 |                       |  |   | 149                       |   |  |              | 71 |       |  |   |   |   |  |   |   |  |   | 478 |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|                                                                   |  |        |     |   |         |   |    
|Cost of revenues:                                                  |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|Cost of equipment rentals, excluding depreciation                  |  |        |    |   |         |   | 112 |                       |  |   | 73                        |   |  |              | 29 |       |  |   |   |   |  |   |   |  |   | 214 |  
|Depreciation of rental equipment                                   |  |        |    |   |         |   | 53  |                       |  |   | 32                        |   |  |              | 11 |       |  |   |   |   |  |   |   |  |   | 96  |  
|Cost of rental equipment sales                                     |  |        |    |   |         |   | 14  |                       |  |   | 7                         |   |  |              | 3  |       |  |   |   |   |  |   |   |  |   | 24  |  
|Cost of new equipment sales                                        |  |        |    |   |         |   | 10  |                       |  |   | 3                         |   |  |              | 3  |       |  |   |   |   |  |   |   |  |   | 16  |  
|Cost of contractor supplies sales                                  |  |        |    |   |         |   | 8   |                       |  |   | 4                         |   |  |              | 4  |       |  |   |   |   |  |   |   |  |   | 16  |  
|Cost of service and other revenues                                 |  |        |    |   |         |   | 5   |                       |  |   | 2                         |   |  |              | 2  |       |  |   |   |   |  |   |   |  |   | 9   |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|Total cost of revenues                                             |  |        |    |   |         |   | 202 |                       |  |   | 121                       |   |  |              | 52 |       |  |   |   |   |  |   |   |  |   | 375 |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|                                                                   |  |        |     |   |         |   |    
|Gross profit                                                       |  |        |    |   |         |   | 56  |                       |  |   | 28                        |   |  |              | 19 |       |  |   |   |   |  |   |   |  |   | 103 |  
|Selling, general and administrative expenses                       |  |        | (9  | ) |         |   | 41  |                       |  |   | 38                        |   |  |              | 12 |       |  |   | 4  |   |  |   |   |  |   | 86  |  
|Restructuring charge                                               |  |        |    |   |         |   | 5   |                       |  |   | 1                         |   |  |              |   |       |  |   |   |   |  |   |   |  |   | 6   |  
|Non-rental depreciation and amortization                           |  |        | 4   |   |         |   | 4   |                       |  |   | 4                         |   |  |              | 1  |       |  |   |   |   |  |   |   |  |   | 13  |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|Operating income (loss)                                            |  |        | 5   |   |         |   | 6   |                       |  |   | (15                       | ) |  |              | 6  |       |  |   | (4 | ) |  |   |   |  |   | (2  | )
|Interest expense, net                                              |  |        | 3   |   |         |   | 57  |                       |  |   | 1                         |   |  |              | (1 | )     |  |   | 1  |   |  |   |   |  |   | 61  |  
|Interest expense-subordinated convertible debentures               |  |        | 2   |   |         |   |    |                       |  |   |                          |   |  |              |   |       |  |   |   |   |  |   |   |  |   | 2   |  
|Other (income) expense, net                                        |  |        | (14 | ) |         |   | 11  |                       |  |   | 8                         |   |  |              | 2  |       |  |   | (8 | ) |  |   |   |  |   | (1  | )
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|                                                                   |  |        |     |   |         |   |    
|Income (loss) before provision (benefit) for income taxes          |  |        | 14  |   |         |   | (62 | )                     |  |   | (24                       | ) |  |              | 5  |       |  |   | 3  |   |  |   |   |  |   | (64 | )
|Provision (benefit) for income taxes                               |  |        | 5   |   |         |   | (22 | )                     |  |   | (9                        | ) |  |              | 1  |       |  |   | 1  |   |  |   |   |  |   | (24 | )
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|                                                                   |  |        |     |   |         |   |    
|Income (loss) before equity in net (loss) earnings of subsidiaries |  |        | 9   |   |         |   | (40 | )                     |  |   | (15                       | ) |  |              | 4  |       |  |   | 2  |   |  |   |   |  |   | (40 | )
|Equity in net (loss) earnings of subsidiaries                      |  |        | (49 | ) |         |   | (9  | )                     |  |   |                          |   |  |              |   |       |  |   |   |   |  |   | 58 |  |   |    |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  
|                                                                   |  |        |     |   |         |   |    
|Net (loss) income                                                  |  | $      | (40 | ) |         | $ | (49 | )                     |  | $ | (15                       | ) |  | $            | 4  |       |  | $ | 2  |   |  | $ | 58 |  | $ | (40 | )
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |  |   |    |   |  |   |    |  |   |     |  



16



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##### Table of Contents

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009



|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |   |     |   |  |   |    |  |   |     |  
|------------------------------------------------------------------ |  | ------ | --- | - | ------- | - | --- | --------------------- |  | - | ------------------------- | - |  | ------------ | -- | ----- | - | --- | - |  | - | -- |  | - | --- | -
|                                                                   |  | Parent |     |   | URNA    |   |     | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | 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                                               |  |        |    |   |         |   | 2   |                       |  |   | 2                         |   |  |              |   |       |   |    |   |  |   |   |  |   | 4   |  
|Non-rental depreciation and amortization                           |  |        | 4   |   |         |   | 5   |                       |  |   | 4                         |   |  |              | 1  |       |   |    |   |  |   |   |  |   | 14  |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |   |     |   |  |   |    |  |   |     |  
|Operating (loss) income                                            |  |        | (13 | ) |         |   | 31  |                       |  |   | 1                         |   |  |              | 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  | ) |         |   | (18 | )                     |  |   | (13                       | ) |  |              | 1  |       |   | 4   |   |  |   |   |  |   | (33 | )
|(Benefit) provision for income taxes                               |  |        | (3  | ) |         |   | (7  | )                     |  |   | (6                        | ) |  |              |   |       |   | 2   |   |  |   |   |  |   | (14 | )
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |   |     |   |  |   |    |  |   |     |  
|                                                                   |  |        |     |   |         |   |    
|(Loss) income before equity in net (loss) earnings of subsidiaries |  |        | (4  | ) |         |   | (11 | )                     |  |   | (7                        | ) |  |              | 1  |       |   | 2   |   |  |   |   |  |   | (19 | )
|Equity in net (loss) earnings of subsidiaries                      |  |        | (15 | ) |         |   | (4  | )                     |  |   |                          |   |  |              |   |       |   |    |   |  |   | 19 |  |   |    |  
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |   |     |   |  |   |    |  |   |     |  
|                                                                   |  |        |     |   |         |   |    
|Net (loss) income                                                  |  | $      | (19 | ) |         | $ | (15 | )                     |  | $ | (7                        | ) |  | $            | 1  |       | $ | 2   |   |  | $ | 19 |  | $ | (19 | )
|                                                                   |  |        |     |   |         |   |     |                       |  |   |                           |   |  |              |    |       |   |     |   |  |   |    |  |   |     |  



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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2010



|                                                    |  |        |    |   |      |   |     |                       |  |   |                           |   |  |              |      |       |  |   |     |   |  |   |   |  |   |      |  
|--------------------------------------------------- |  | ------ | -- | - | ---- | - | --- | --------------------- |  | - | ------------------------- | - |  | ------------ | ---- | ----- |  | - | --- | - |  | - | - |  | - | ---- | -
|                                                    |  | Parent |    |   | URNA |   |     | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |      | Total | 
|                                                    |  |        |    |   |      |   |     |                       |  |   | Foreign                   |   |  | SPV          |      |       |  |   |     |  
|Net cash provided by (used in) operating activities |  | $      | 6  |   |      | $ | 99  |                       |  | $ | 8                         |   |  | $            | (8   | )     |  | $ | 13  |   |  | $ |  |  | $ | 118  |  
|Net cash used in investing activities               |  |        | (4 | ) |      |   | (2  | )                     |  |   | (11                       | ) |  |              | (1   | )     |  |   |    |   |  |   |  |  |   | (18  | )
|Net cash used in financing activities               |  |        | (2 | ) |      |   | (99 | )                     |  |   |                          |   |  |              | (140 | )     |  |   | (13 | ) |  |   |  |  |   | (254 | )
|Effect of foreign exchange rates                    |  |        |   |   |      |   |    |                       |  |   |                          |   |  |              | 5    |       |  |   |    |   |  |   |  |  |   | 5    |  
|                                                    |  |        |    |   |      |   |     |                       |  |   |                           |   |  |              |      |       |  |   |     |   |  |   |   |  |   |      |  
|Net decrease in cash and cash equivalents           |  |        |   |   |      |   | (2  | )                     |  |   | (3                        | ) |  |              | (144 | )     |  |   |    |   |  |   |  |  |   | (149 | )
|Cash and cash equivalents at beginning of period    |  |        |   |   |      |   | 5   |                       |  |   | 3                         |   |  |              | 161  |       |  |   |    |   |  |   |  |  |   | 169  |  
|                                                    |  |        |    |   |      |   |     |                       |  |   |                           |   |  |              |      |       |  |   |     |   |  |   |   |  |   |      |  
|Cash and cash equivalents at end of period          |  | $      |   |   |      | $ | 3   |                       |  | $ |                          |   |  | $            | 17   |       |  | $ |    |   |  | $ |  |  | $ | 20   |  
|                                                    |  |        |    |   |      |   |     |                       |  |   |                           |   |  |              |      |       |  |   |     |   |  |   |   |  |   |      |  



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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2009



|                                                    |  |        |    |   |      |   |     |                       |  |   |                           |   |  |              |    |       |  |   |     |   |  |   |   |  |   |      |  
|--------------------------------------------------- |  | ------ | -- | - | ---- | - | --- | --------------------- |  | - | ------------------------- | - |  | ------------ | -- | ----- |  | - | --- | - |  | - | - |  | - | ---- | -
|                                                    |  | Parent |    |   | URNA |   |     | GuarantorSubsidiaries |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |    | Total | 
|                                                    |  |        |    |   |      |   |     |                       |  |   | Foreign                   |   |  | SPV          |    |       |  |   |     |  
|Net cash provided by operating activities           |  | $      | 1  |   |      | $ | 41  |                       |  | $ | 6                         |   |  | $            | 9  |       |  | $ | 67  |   |  | $ |  |  | $ | 124  |  
|Net cash (used in) provided by investing activities |  |        | (5 | ) |      |   | 6   |                       |  |   | (1                        | ) |  |              | 4  |       |  |   |    |   |  |   |  |  |   | 4    |  
|Net cash provided by (used in) financing activities |  |        | 4  |   |      |   | (45 | )                     |  |   | 1                         |   |  |              |   |       |  |   | (67 | ) |  |   |  |  |   | (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   |  
|                                                    |  |        |    |   |      |   |     |                       |  |   |                           |   |  |              |    |       |  |   |     |   |  |   |   |  |   |      |  



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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 562 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 approximately 3,000 classes of equipment for rent to customers that include construction and industrial
companies, manufacturers, utilities, municipalities, homeowners and government entities. 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 2009, equipment rental revenues represented 78 percent of our total revenues.

As expected, and
consistent with the recent decline in non-residential construction activity, the first quarter of 2010 was challenging. In particular, because of this environment, we have experienced a deterioration in the prices we charge our customers
(rental rates), though this was partially offset by a slight improvement in time utilization and a more significant improvement in the gross margins we realized from the sale of used equipment. As a result, our revenues and profitability
have deteriorated. In anticipation of these challenges, however, we have executed a strategy- which includes a continued focus on our core rental business, strengthening of our customer service capabilities, disciplined cost controls, free cash flow
generation and continued focus on increasing the proportion of our revenues that is derived from National Accounts and other large customers- that we believe has positioned us to weather the economic downturn and will enable us to improve our
returns to stockholders as economic conditions improve.

Financial Overview

Net loss. Net loss and diluted loss per share for the three months ended March 31, 2010 and 2009 were as follows:



|                       |  |                              |       |   |      |   |       |  
|---------------------- |  | ---------------------------- | ----- | - | ---- | - | ----- | -
|                       |  | Three Months EndedMarch 
31, |      
|                       |  | 2010                         |       |   | 2009 |  
|Net loss               |  | $                            | (40   | ) |      | $ | (19   | )
|Diluted loss per share |  | $                            | (0.67 | ) |      | $ | (0.32 | )



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Net loss and diluted loss per share for the three months ended March 31, 2010 and 2009
include the impacts of the following special items (amounts presented on an after-tax basis):



|                                             |  |                              |    |   |                       |   |       |                |  |   |                               |   |  |   |       |  
|-------------------------------------------- |  | ---------------------------- | -- | - | --------------------- | - | ----- | -------------- |  | - | ----------------------------- | - |  | - | ----- | -
|                                             |  | Three Months EndedMarch 
31, |   
|                                             |  | 2010                         |    |   | 2009                  |  
|                                             |  | Netloss                      |    |   | Diluted lossper share |   |       | Net(loss) gain |  |   | Diluted (loss) gainper 
share |  
|Restructuring charge (1)                     |  | $                            | (3 | ) |                       | $ | (0.06 | )              |  | $ | (3                            | ) |  | $ | (0.04 | )
|(Loss) gain on repurchase of debt securities |  |                              | (2 | ) |                       |   | (0.04 | )              |  |   | 3                             |   |  |   | 0.04  |  



|(1) | As discussed below (see Restructuring charge), this relates to branch closure charges and severance costs.
|--- | ------------------------------------------------------------------------------------------------------------

EBITDA GAAP Reconciliation.EBITDA represents the sum of net loss, benefit for income taxes, interest expense, net,
interest expense-subordinated convertible debentures, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the restructuring charge and stock compensation expense, net.
These items are excluded from adjusted EBITDA internally when evaluating our operating performance and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with
those of other similar companies. Management believes that EBITDA and adjusted EBITDA, when viewed with the Companys results under GAAP and the accompanying reconciliation, provide useful information about operating performance and
period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA
permit investors to gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. 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 loss or cash flow from operating activities as indicators of operating performance or liquidity. The table below provides a reconciliation between net loss and
EBITDA and adjusted EBITDA.



|                                                       |  |                             |     |   |      |   |     |  
|------------------------------------------------------ |  | --------------------------- | --- | - | ---- | - | --- | -
|                                                       |  | Three Months EndedMarch 31, |    
|                                                       |  | 2010                        |     |   | 2009 |  
|Net loss                                               |  | $                           | (40 | ) |      | $ | (19 | )
|Benefit for income taxes                               |  |                             | (24 | ) |      |   | (14 | )
|Interest expense, net                                  |  |                             | 61  |   |      |   | 50  |  
|Interest expense  subordinated convertible debentures |  |                             | 2   |   |      |   | 2   |  
|Depreciation of rental equipment                       |  |                             | 96  |   |      |   | 106 |  
|Non-rental depreciation and amortization               |  |                             | 13  |   |      |   | 14  |  
|                                                       |  |                             |     |   |      |   |     |  
|EBITDA                                                 |  | $                           | 108 |   |      | $ | 139 |  
|Restructuring charge (1)                               |  |                             | 6   |   |      |   | 4   |  
|Stock compensation expense, net (2)                    |  |                             | 1   |   |      |   | 2   |  
|                                                       |  |                             |     |   |      |   |     |  
|Adjusted EBITDA                                        |  | $                           | 115 |   |      | $ | 145 |  
|                                                       |  |                             |     |   |      |   |     |  



|(1) | As discussed below (see Restructuring charge), this relates to branch closure charges and severance costs.
|--- | ------------------------------------------------------------------------------------------------------------

|(2) | Represents non-cash, share-based payments associated with the granting of equity instruments.
|--- | ---------------------------------------------------------------------------------------------

For the three months ended March 31, 2010, EBITDA decreased $31, or 22.3 percent, primarily reflecting lower equipment rental
revenue and gross profit due to the soft construction environment, partially offset by improved margins on sales of rental equipment and cost reductions. On an adjusted basis, our EBITDA declined $30, or 20.7 percent, and our EBITDA margin decreased
by 0.3 percentage points to 24.1 percent, also reflecting lower equipment rental gross profit partially offset by improved margins on sales of rental equipment and cost reductions.

Results of Operations

As discussed in note 2 to our 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, homeowners and government entities. 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.



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##### Table of Contents

As discussed in note 2 to our condensed consolidated financial statements, we aggregate our
seven geographic regionsthe Southwest, Gulf, Northwest, Southeast, Midwest, East, and the Northeast Canada- as well as the Aerial West region into our general rentals reporting segment. Historically, there have been variances in the levels of
equipment rentals gross margins achieved by these regions. For instance, for the five year period ended March 31, 2010, our Midwest regions equipment rentals gross margin varied by more than 10 percent from the equipment rentals gross
margin of the aggregated general rentals regions over the same period. Although the margin for the Midwest region exceeded a 10 percent variance level for this five year period, prior to the significant economic downturn in 2009 that
negatively impacted all our regions, the Midwest regions margin was converging with those achieved at the other general rentals regions, and, given managements focus on cost cutting, improved processes and fleet sharing, we expect
further convergence going forward. Although we believe aggregating these regions into our general rentals reporting segment for segment reporting purposes is appropriate, to the extent that the margin variances persist and the equipment rentals
gross margins do not converge, we may be required to disaggregate the regions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations.

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.

Revenues by segment were as follows:



|                                  |  |                |     |                               |   |       |  |   |    
|--------------------------------- |  | -------------- | --- | ----------------------------- | - | ----- |  | - | ---
|                                  |  | Generalrentals |     | Trench safety,pump and 
power |   | Total
|Three months ended March 31, 2010 |  |                |     |                               |   |       |  |   |    
|Equipment rentals                 |  | $              | 352 |                               | $ | 28    |  | $ | 380
|Sales of rental equipment         |  |                | 32  |                               |   | 3     |  |   | 35 
|New equipment sales               |  |                | 18  |                               |   | 1     |  |   | 19 
|Contractor supplies sales         |  |                | 22  |                               |   | 1     |  |   | 23 
|Service and other revenues        |  |                | 19  |                               |   | 2     |  |   | 21 
|                                  |  |                |     |                               |   |       |  |   |    
|Total revenues                    |  | $              | 443 |                               | $ | 35    |  | $ | 478
|                                  |  |                |     |                               |   |       |  |   |    
|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
|                                  |  |                |     |                               |   |       |  |   |    

Equipment rentals. 2010 equipment rentals of
$380 decreased $68, or 15.2 percent, reflecting a 6.5 percent rental rate decline, partially offset by a 0.1 percentage point increase in time utilization on a smaller fleet. Dollar utilization, which reflects the impact of both rental rates and
time utilization, and is calculated based on annualized rental revenue divided by the average original equipment cost of our fleet, decreased 3.5 percentage points to 39.4 percent. Equipment rentals represented 79 and 75 percent of total revenues
for the three months ended March 31, 2010 and 2009, respectively. On a segment basis, equipment rentals represented 79 percent and 80 percent of total revenues for the three months ended March 31, 2010 for general rentals and trench
safety, pump and power, respectively. General rentals equipment rentals decreased $66, or 15.8 percent, reflecting an 11.9 percent decrease in same-store rental revenues. Trench safety, pump and power equipment rentals decreased $2, or 6.7 percent,
reflecting an 8.0 percent decrease in same-store rental revenues.

Sales of rental equipment. For the three months
ended March 31, 2010 and 2009, sales of rental equipment represented 7 and 11 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,
2010, sales of rental equipment decreased 47.8 percent as compared to the same period in 2009, primarily reflecting a decline in the volume of equipment sold.

New equipment sales. For the three months ended March 31, 2010 and 2009, sales of new equipment represented 4 percent of our
total revenues. Our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2010, sales of new equipment declined $4, or 17.4 percent, as compared to the same period in 2009, primarily
reflecting a decline in the volume of equipment sold and the mix 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, 2010, contractor supplies sales declined 28.1 percent as compared to the same period in 2009. 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, 2010, service and other revenues declined 12.5 percent as compared to the same period in 2009, primarily reflecting decreased revenues from service labor and parts sales.



22



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##### Table of Contents

Segment Operating Income

Segment operating income and operating margin were as follows:



|                                  |  |                |     |   |                              |   |     |       |  |   |     |  
|--------------------------------- |  | -------------- | --- | - | ---------------------------- | - | --- | ----- |  | - | --- | -
|                                  |  | Generalrentals |     |   | Trench
safety,pump and power |   |     | Total | 
|Three months ended March 31, 2010 |  |                |     |   |                              |   |     |       |  |   |     |  
|Operating Income                  |  | $              | 1   |   |                              | $ | 3   |       |  | $ | 4   |  
|Operating Margin                  |  |                | 0.2 | % |                              |   | 8.6 | %     |  |   | 0.8 | %
|Three months ended March 31, 2009 |  |                |     |   |                              |   |     |       |  |   |     |  
|Operating Income                  |  | $              | 20  |   |                              | $ | 2   |       |  | $ | 22  |  
|Operating Margin                  |  |                | 3.6 | % |                              |   | 5.6 | %     |  |   | 3.7 | %

The following is a
reconciliation of segment operating income to total Company operating (loss) income:



|                                 |  |                              |    |   |      |   |    |  
|-------------------------------- |  | ---------------------------- | -- | - | ---- | - | -- | -
|                                 |  | Three Months EndedMarch 
31, |   
|                                 |  | 2010                         |    |   | 2009 |  
|Total segment operating income   |  | $                            | 4  |   |      | $ | 22 |  
|Unallocated restructuring charge |  |                              | (6 | ) |      |   | (4 | )
|                                 |  |                              |    |   |      |   |    |  
|Operating (loss) income          |  | $                            | (2 | ) |      | $ | 18 |  

General
rentals. For the three months ended March 31, 2010, operating income decreased by $19 and operating margin decreased by 3.4 percentage points from 2009, reflecting reduced gross margins from equipment rentals partially offset by cost
reductions and increased gross margins from sales of rental equipment.

Trench safety, pump and power.For the three
months ended March 31, 2010, operating income increased by $1 and operating margin increased by 3.0 percentage points from 2009, reflecting improved selling, general and administrative leverage.

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



|                           |  |                    |   |  |               |  
|-------------------------- |  | ------------------ | - |  | ------------- | -
|                           |  | Three Months Ended |  
|                           |  | March 31,2010      |   |  | March 31,2009 |  
|Total gross margin         |  | 21.5               | % |  | 24.2          | %
|Equipment rentals          |  | 18.4               | % |  | 24.3          | %
|Sales of rental equipment  |  | 31.4               | % |  | 11.9          | %
|New equipment sales        |  | 15.8               | % |  | 13.0          | %
|Contractor supplies sales  |  | 30.4               | % |  | 28.1          | %
|Service and other revenues |  | 57.1               | % |  | 62.5          | %

For the three
months ended March 31, 2010, total gross margin decreased 2.7 percentage points as compared to the same period in 2009, primarily reflecting decreased gross margins from equipment rentals, partially offset by increased gross margins from sales
of rental equipment. Equipment rentals gross margin decreased 5.9 percentage points, primarily reflecting a 6.5 percent rental rate decline, partially offset by a 0.1 percentage point increase in time utilization on a smaller fleet and savings
realized from ongoing cost saving initiatives. The 19.5 percentage point increase in gross margins from sales of rental equipment primarily reflects a higher proportion of retail sales, which yield higher margins, in 2010. For the three months ended
March 31, 2010 and 2009, on an original equipment cost-weighted basis, retail sales represented 70 and 34 percent of our sales of rental equipment, respectively, while auction sales represented 17 and 39 percent, respectively. Gross margins
from sales of rental equipment may change in future periods if the mix of the channels that we use to sell rental equipment changes.

Selling, general and administrative (SG&A) expenses. SG&A expense information for the three months
ended March 31, 2010 and 2009 was as follows:



|                                |  |                    |      |   |               |   |      |  
|------------------------------- |  | ------------------ | ---- | - | ------------- | - | ---- | -
|                                |  | Three Months Ended |     
|                                |  | March 31,2010      |      |   | March 31,2009 |  
|Total SG&A expenses             |  | $                  | 86   |   |               | $ | 108  |  
|SG&A as a percentage of revenue |  |                    | 18.0 | % |               |   | 18.2 | %



23



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##### Table of Contents

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, 2010, SG&A expense of $86 declined $22 as compared to
2009 and decreased by 0.2 percentage points as a percentage of revenue. The decline in SG&A reflects the benefits we are realizing from our cost-saving initiatives, including reduced compensation costs, travel and entertainment expenses and
professional fees. Additionally, SG&A expense for the three months ended March 31, 2010 includes a benefit of $4 related to an insurance reimbursement of professional fees for regulatory matters that were previously expensed by the Company.

Restructuring charge. For the three months ended March 31, 2010 and 2009, restructuring charges of $6 and
$4, respectively, relate to the closure of seven and 10 branches, respectively, and severance costs associated with reductions in headcount of approximately 500 in both periods.

Interest expense, net for the three months ended March 31, 2010 and 2009 was as follows:



|                      |  |                    |    |               |   |   
|--------------------- |  | ------------------ | -- | ------------- | - | --
|                      |  | Three Months Ended
|                      |  | March 31,2010      |    | March 31,2009
|Interest expense, net |  | $                  | 61 |               | $ | 50

Interest expense, net for the three months ended March 31, 2010 increased $11. Interest expense, net for the
three months ended March 31, 2010 includes a loss of $4 related to the repurchase of the remaining $435 principal amount of our
61/2
 percent Senior Notes. Interest expense, net for the three months ended March 31, 2009 includes a gain of $4 related to the repurchase of $22 of our outstanding senior notes. Excluding the impact of the gains/losses on the debt repurchases,
interest expense, net increased primarily due to higher interest rates on lower average outstanding debt.

Other income,
netwas $1 for the three months ended March 31, 2010 and 2009. As discussed in note 4 to our condensed consolidated financial statements, other income, net for the three months ended March 31, 2010 includes (i) a gain of $8
associated with outstanding foreign currency forward contracts and (ii) a loss of $8 associated with the revaluation of certain outstanding intercompany loans.

Income taxes. The following table summarizes our benefit for income taxes and the related effective tax rates for the three
months ended March 31, 2010 and 2009:



|                                     |  |                    |      |   |               |   |      |  
|------------------------------------ |  | ------------------ | ---- | - | ------------- | - | ---- | -
|                                     |  | Three Months Ended |     
|                                     |  | March 31,2010      |      |   | March 31,2009 |  
|Loss before benefit for income taxes |  | $                  | (64  | ) |               | $ | (33  | )
|Benefit for income taxes             |  |                    | (24  | ) |               |   | (14  | )
|Effective tax rate                   |  |                    | 37.5 | % |               |   | 42.4 | %

The difference between the
2010 effective tax rate of 37.5 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, as well as the impact of state and local taxes, and
certain nondeductible charges. 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, as well as the impact of state and local taxes.

The balance of prepaid expenses and other assets at
March 31, 2010 decreased by $33, or 37.1 percent, as compared to December 31, 2009, primarily due to a federal tax refund of $55 received in March 2010.

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.



24



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##### Table of Contents

Our principal existing sources of cash are cash generated from operations and from the sale
of rental equipment and borrowings available under the ABL facility and accounts receivable securitization facility. As of March 31, 2010, we had (i) $713 of borrowing capacity, net of $68 of letters of credit, available under the ABL
facility, (ii) $58 of borrowing capacity available under our accounts receivable securitization facility and (iii) cash and cash equivalents of $20. Cash equivalents at March 31, 2010 consist of direct obligations of AA rated
financial institutions. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

As discussed further in note 4 to the condensed consolidated financial statements, during the first quarter of 2010, we concentrated $163
Canadian of excess foreign cash from Canada into the U.S. through certain intercompany loans. This cash was used to pay down existing debt. As a result, the balance of cash and cash equivalents decreased significantly from December 31, 2009.

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, (iii) payments due under operating leases and (iv) 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 real estate, the use of additional operating leases or other financing sources as market conditions permit.

The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth
prospects. We expect that we will fund such expenditures from cash generated from operations, proceeds from the sale of rental equipment and, if required, borrowings available under the ABL facility and accounts receivable securitization facility.

Retirement of Senior Notes. As discussed above, in the first quarter of 2010, we
repurchased and retired the remaining $435 principal amount of our outstanding
61/2
 percent Senior Notes due 2012.

Loan Covenants and Compliance. As of March 31, 2010, we were in compliance
with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. 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.

The only material financial covenants which currently exist relate
to the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility. Both of these covenants were suspended on June 9, 2009 because the availability, as defined in the agreement governing the ABL facility, had
exceeded 20 percent of the maximum revolver amount under the ABL facility. Since the June 9, 2009 suspension date and through March 31, 2010, availability under the ABL facility has exceeded 10 percent of the maximum revolver amount under
the ABL facility and, as a result, these maintenance covenants remained inapplicable. Subject to certain limited exceptions specified in the ABL facility, these covenants will only apply in the future if availability under the ABL facility falls
below 10 percent of the maximum revolver amount under the ABL facility.

As of March 31, 2010, primarily due to our 2008
goodwill impairment charge, we no longer had any restricted payment capacity under the most restrictive restricted payment covenants in the indentures governing our outstanding senior subordinated notes. This depletion limits our ability to move
operating cash flows to Holdings, although certain intercompany arrangements are exempted.

Sources and Uses of
Cash. During the three months ended March 31, 2010, we (i) generated cash from operating activities of $118, including $55 related to a federal tax refund and (ii) generated cash from the sale of rental and non-rental
equipment of $36. We used cash during this period principally to (i) fund payments on debt, net of proceeds, of $252 and (ii) purchase rental and non-rental equipment of $54. 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.

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, net. Management believes that 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 loss 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 EndedMarch 
31, |    
|                                                               |  | 2010                         |     |   | 2009 |  
|Net cash provided by operating activities                      |  | $                            | 118 |   |      | $ | 124 |  
|Purchases of rental equipment                                  |  |                              | (49 | ) |      |   | (52 | )
|Purchases of non-rental equipment                              |  |                              | (5  | ) |      |   | (12 | )
|Proceeds from sales of rental equipment                        |  |                              | 35  |   |      |   | 67  |  
|Proceeds from sales of non-rental equipment                    |  |                              | 1   |   |      |   | 3   |  
|Excess tax benefits from share-based payment arrangements, net |  |                              | (1  | ) |      |   | (1  | )
|                                                               |  |                              |     |   |      |   |     |  
|Free cash flow                                                 |  | $                            | 99  |   |      | $ | 129 |  
|                                                               |  |                              |     |   |      |   |     |  

Free cash flow for the three months ended March 31, 2010 was $99, a decrease of $30 as compared to free
cash flow of $129 for the three months ended March 31, 2009. As noted above, net cash provided by operating activities for the three months ended March 31, 2010 includes a $55 federal tax refund. Excluding the impact of this refund, net
cash provided by operating activities decreased due to lower profitability and less of a working capital contribution. Additionally, the year-over-year decrease in free cash flow reflects lower proceeds from sales of rental equipment.



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##### Table of Contents

Our credit ratings as of April 19, 2010 were as follows:



|            |  |                  |  |         
|----------- |  | ---------------- |  | --------
|            |  | Corporate Rating |  | Outlook 
|Moodys (1) |  | B3               |  | Stable  
|S&P (1)     |  | B                |  | Negative
|Fitch (1)   |  | B                |  | Negative



|(1) | Prior to the June 2009 issuance of URNAs
107/8
 percent Senior Notes, and in recognition of the deteriorating economic environment, Standard & Poors and Fitch downgraded the Company to a corporate rating of B and Fitch placed the Company on negative outlook. In November 2009,
prior to the issuance of URNAs
91/4
 percent Senior Notes and URIs 4 percent Convertible Senior Notes, and in recognition of the deteriorating economic environment, Moodys downgraded the Company to a corporate rating of B3 and placed the Company on 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 as long as our ratings reflect a
below investment grade rating.

A security rating is not a recommendation to buy, sell or hold securities insofar as such
ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn entirely by a rating
agency in the future if in its judgment circumstances warrant.

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
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 $19. 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 GAAP, this potential liability was not reflected on our balance sheet as of March 31, 2010 or any prior date 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 (i) interest rate risk associated with our variable and fixed rate debt,
(ii) foreign currency exchange rate risk primarily associated with our Canadian operations and (iii) equity price risk associated with our convertible debt.

Interest Rate Risk. As of March 31, 2010, we had an aggregate of $721 of indebtedness that bears interest at variable
rates, comprised of $579 of borrowings under the ABL facility and $142 of borrowings under our accounts receivable securitization facility. The amount of variable rate indebtedness outstanding under the ABL facility and accounts receivable
securitization facility may fluctuate significantly. The interest rates applicable to our variable rate debt on March 31, 2010 were (i) 3.3 percent for the ABL facility and (ii) 1.6 percent for the accounts receivable securitization
facility. As of March 31, 2010, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $4 for each one percentage point increase in the interest rates applicable to our
variable rate debt.

At March 31, 2010, we had an aggregate of $2.1 billion of indebtedness that bears interest at fixed
rates, including our subordinated convertible debentures. A one percentage point increase in market interest rates as of March 31, 2010 would reduce the fair value of our fixed rate indebtedness by approximately five percent. For additional
information concerning the fair value of our fixed rate debt, see note 5 (see Fair Value of Financial Instruments) to our condensed consolidated financial statements.

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 2009 relative to the Company as a whole, a 10 percent change in this exchange rate would
not have a material impact on our earnings. As discussed in note 4 to our condensed consolidated financial statements, during the three months ended March 31, 2010, we recognized a foreign currency loss of $8 associated with the revaluation of
certain outstanding intercompany loans, however this loss was offset by a gain of $8 recognized on outstanding forward contracts to purchase $163 Canadian dollars, and the aggregate foreign currency impact of the intercompany loans and forward
contracts did not have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes.

Equity Price Risk.In connection with the November 2009 issuance of $173 aggregate principal amount of 4 percent
Convertible Senior Notes, Holdings entered into convertible note hedge transactions with option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments, 15.5 million shares of our common stock. The
convertible note hedge transactions are intended to reduce, subject to a limit, the potential dilution with respect to our common stock upon conversion of the 4 percent Convertible Notes. The effect of the convertible note hedge transactions is to
increase the effective conversion price to approximately $15.56 per share, equal to an approximately 75 percent premium over the $8.89 closing price of our common stock on November 10, 2009. However, in the event the market value of our common
stock exceeds $15.56 per share, the settlement amount received from such transactions will only partially offset the potential dilution. For example, if, at the time of exercise of the conversion right, the price of our common stock was $17.00 or
$20.00 per share, on a net basis, we would issue 1.3 million or 3.4 million shares, respectively.



26



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##### Table of Contents

|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, 2010. 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, 2010.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2010 that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



27



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

The
information set forth under note 7 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, 2009 filed on Form 10-K on February 3, 2010.



|Item 1A. | Risk Factors
|-------- | ------------

Our results
of operations and financial condition are subject to numerous risks and uncertainties described in our 2009 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 Holdings during the first quarter
of 2010:



|                                      |  |                                 |  |                              |     
|------------------------------------- |  | ------------------------------- |  | ---------------------------- | ----
|Period                                |  | Total Number ofShares Purchased |  | Average PricePaid Per 
Share
|January 1, 2010 to January 31, 2010   |  | 2,258                           |  | $                            | 9.32
|February 1, 2010 to February 28, 2010 |  |                                |  | $                            |    
|March 1, 2010 to March 31, 2010       |  | 101,877                         |  | $                            | 8.31
|                                      |  |                                 |  |                              |     
|Total (1)                             |  | 104,135                         |  |                              |     
|                                      |  |                                 |  |                              |     



|(1) | The shares were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to
any repurchase plan or program.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|Item 5. | 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)*  |  | Employment Agreement, dated as of May 11, 2008, between United Rentals, Inc. and Joseph Dixon                                                                                                        
|        | 
|10(b)*  |  | Employment Agreement, dated as of March 12, 2010, between United Rentals, Inc. and Matthew Flannery                                                                                                  
|        | 
|10(c)*  |  | First Amendment, dated as of March 31, 2010, to the Employment Agreement between United Rentals, Inc. and Jonathan Gottsegen                                                                         
|        | 
|10(d)*  |  | Form of United Rentals, Inc. Stock Option Agreement for Senior Management                                                                                                                            
|        | 
|10(e)*  |  | Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management                                                                                                                   
|        | 
|12.1*   |  | Computation of Ratio of Earnings to Fixed Charges                                                                                                                                                    
|        | 
|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.
|-- | ------------------------------------------------------------------------------------------------------------



29



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##### Table of Contents

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 21, 2010 |  | By:                                  |  | /S/    JOHN J.
FAHEY                                       
|                      |  |                                      |  | John J. Fahey                                              
|                      |  |                                      |  | Vice President, Controller
and Principal Accounting Officer
|                      | 
|                      |  | UNITED RENTALS (NORTH AMERICA), INC.
|                      |  |                                     
|Dated: April 21, 2010 |  | By:                                  |  | /S/    JOHN J.
FAHEY                                       
|                      |  |                                      |  | John J. Fahey                                              
|                      |  |                                      |  | Vice President, Controller
and Principal Accounting Officer



30