UNITED RENTALS NORTH AMERICA INC (Form: 10-Q, Received: 07/17/2012 16:59:34)

Weighted-Average Initial Amortization Period

Net
Carrying
Amount

Non-compete agreements

Customer relationships

Trade names, associated trademarks and other

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-Q

___________________________________



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

For the quarterly period ended June 30, 2012



¨	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 x No ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



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

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

As of July 13, 2012 , there were 92,700,607 shares of United Rentals, Inc. common stock, $0.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

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

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

INDEX



		Page
PART I	FINANCIAL INFORMATION

Item 1	Unaudited Condensed Consolidated Financial Statements	3

	United Rentals, Inc. Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011	3

	United Rentals, Inc. Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	4

	United Rentals, Inc. Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	5

	United Rentals, Inc. Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2012 (unaudited)	6

	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (unaudited)	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4	Controls and Procedures	47

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	48

Item 1A	Risk Factors	48

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 6	Exhibits	49

	Signatures	51

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This 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:


•	the possibility that RSC Holdings, Inc. ("RSC") or other companies that we have acquired or may acquire could have undiscovered liabilities or involve other unexpected costs may strain our management capabilities or may be difficult to integrate;


•	our highly leveraged capital structure 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;

•

a change in the pace of the recovery in our end markets which began late in the first quarter of 2010. Our business is cyclical and highly sensitive to North American construction and industrial activities. Although we have recently experienced an upturn in rental activity, there is no certainty this trend will continue. If the pace of the recovery slows or construction activity declines, our revenues and, because many of our costs are fixed, our profitability, may be adversely affected;


•	inability to benefit from government spending associated with stimulus-related construction projects;


•	restrictive covenants in our debt instruments, which can limit our financial and operational flexibility;


•	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;


•	inability to access the capital that our businesses or growth plans may require;


•	inability to manage credit risk adequately or to collect on contracts with a large number of customers;


•	incurrence of impairment charges;


•	the outcome or other potential consequences of regulatory matters and commercial litigation;


•	incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;


•	increases in our maintenance and replacement costs if we age our fleet, and decreases in the residual value of our equipment;


•	inability to sell our new or used fleet in the amounts, or at the prices, we expect;


•	turnover in our management team and inability to attract and retain key personnel;


•	rates we can charge and time utilization we can achieve being less than anticipated;


•	costs we incur being more than anticipated, and the inability to realize expected savings in the amounts or time frames planned;


•	dependence on key suppliers to obtain equipment and other supplies for our business on acceptable terms;


•	competition from existing and new competitors;


•	disruptions in our information technology systems;


•	the costs of complying with environmental and safety regulations;


•	labor disputes, work stoppages or other labor difficulties, which may impact our productivity, and potential enactment of new legislation or other changes in law affecting our labor relations or operations generally;


•	shortfalls in our insurance coverage; and


•	adverse developments in our existing claims or significant increases in new claims.

For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2011, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

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PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)



	June 30, 2012			December 31, 2011
	(unaudited)			December 31, 2011
ASSETS
Cash and cash equivalents	$	41		$	36
Accounts receivable, net of allowance for doubtful accounts of $40 at June 30, 2012 and $33 at December 31, 2011	704			464
Inventory	102			44
Prepaid expenses and other assets	106			75
Deferred taxes	66			104
Total current assets	1,019			723
Rental equipment, net	5,095			2,617
Property and equipment, net	419			366
Goodwill and other intangible assets, net	4,281			372
Other long-term assets	128			65
Total assets	$	10,942		$	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	$	421		$	395
Accounts payable	605			206
Accrued expenses and other liabilities	395			263
Total current liabilities	1,421			864
Long-term debt	6,868			2,592
Subordinated convertible debentures	55			55
Deferred taxes	1,106			470
Other long-term liabilities	62			59
Total liabilities	9,512			4,040
Temporary equity (note 8)	35			39
Common stock—$0.01 par value, 500,000,000 shares authorized, 95,067,158 and 92,675,165 shares issued and outstanding, respectively, at June 30, 2012 and 62,877,530 shares issued and outstanding at December 31, 2011	1			1
Additional paid-in capital	1,959			487
Accumulated deficit	(538		)	(499		)
Treasury stock at cost—2,391,993 and 0 shares at June 30, 2012 and December 31, 2011, respectively	(100		)	—
Accumulated other comprehensive income	73			75
Total stockholders’ equity	1,395			64
Total liabilities and stockholders’ equity	$	10,942		$	4,143

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share amounts)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Revenues:
Equipment rentals	$	845		$	524		$	1,368		$	958
Sales of rental equipment	81			41			157			73
Sales of new equipment	22			21			40			36
Contractor supplies sales	23			22			41			43
Service and other revenues	22			21			43			42
Total revenues	993			629			1,649			1,152
Cost of revenues:
Cost of equipment rentals, excluding depreciation	350			246			596			479
Depreciation of rental equipment	172			103			287			202
Cost of rental equipment sales	56			28			103			46
Cost of new equipment sales	17			17			32			29
Cost of contractor supplies sales	16			16			28			30
Cost of service and other revenues	8			8			16			17
Total cost of revenues	619			418			1,062			803
Gross profit	374			211			587			349
Selling, general and administrative expenses	146			100			248			195
RSC merger related costs	80			—			90			—
Restructuring charge	53			2			53			3
Non-rental depreciation and amortization	49			14			63			26
Operating income	46			95			133			125
Interest expense, net	121			57			189			113
Interest expense—subordinated convertible debentures	1			2			2			4
Other income, net	(12		)	(3		)	(13		)	(4		)
(Loss) income from continuing operations before provision (benefit) for income taxes	(64		)	39			(45		)	12
(Benefit) provision for income taxes	(12		)	11			(6		)	4
(Loss) income from continuing operations	$	(52	)	$	28		$	(39	)	$	8
Loss from discontinued operation, net of taxes	$	—		$	(1	)	$	—		$	(1	)
Net (loss) income	$	(52	)	$	27		$	(39	)	$	7
Basic (loss) earnings per share:
(Loss) income from continuing operations	$	(0.63	)	$	0.45		$	(0.53	)	$	0.12
Loss from discontinued operation	$	—		$	(0.01	)	$	—		$	(0.01	)
Net (loss) income	$	(0.63	)	$	0.44		$	(0.53	)	$	0.11
Diluted (loss) earnings per share:
(Loss) income from continuing operations	$	(0.63	)	$	0.38		$	(0.53	)	$	0.10
Loss from discontinued operation	$	—		$	(0.01	)	$	—		$	(0.01	)
Net (loss) income	$	(0.63	)	$	0.37		$	(0.53	)	$	0.09

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

(In millions)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Net (loss) income	$	(52	)	$	27		$	(39	)	$	7
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(10		)	2			(1		)	13
Fixed price diesel swaps	(2		)	(1		)	(1		)	—
Other comprehensive (loss) income	(12		)	1			(2		)	13
Comprehensive (loss) income	$	(64	)	$	28		$	(41	)	$	20

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In millions)



	Common Stock				Additional						Treasury Stock				Accumulated Other
	Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Number of Shares	Amount			Comprehensive Income (Loss)
Balance at December 31, 2011	63		$	1	$	487		$	(499	)	—	$	—		$	75
Net loss								(39		)
Foreign currency translation adjustments															(1		)
Fixed price diesel swaps															(1		)
RSC acquisition	30				1,425
Stock compensation expense, net (1)					31
Exercise of common stock options	1				11
Conversion of 1 ⁷ / ₈ percent Convertible Senior Subordinated Notes	1				17
4 percent Convertible Senior Notes					4
Shares repurchased and retired					(15		)
Repurchase of common stock	(2	)									2	(100		)
Excess tax benefits from share-based payment arrangements, net					(1		)
Balance at June 30, 2012	93		$	1	$	1,959		$	(538	)	2	$	(100	)	$	73


(1)	Includes net stock compensation expense as reported as a separate component in our condensed consolidated statements of cash flows, and net stock compensation expense included in “Restructuring charge” and "RSC merger related costs" as reported in our condensed consolidated statements of cash flows.

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)



	Six Months Ended
	June 30,
	2012			2011
Cash Flows From Operating Activities:
Net (loss) income	$	(39	)	$	7
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	350			228
Amortization of deferred financing costs and original issue discounts	12			11
Gain on sales of rental equipment	(54		)	(27		)
Gain on sales of non-rental equipment	(2		)	(1		)
Gain on sale of software subsidiary	(10		)	—
Stock compensation expense, net	13			6
RSC merger related costs	90			—
Restructuring charge	53			3
Loss on retirement of subordinated convertible debentures	—			1
Decrease in deferred taxes	(14		)	(4		)
Changes in operating assets and liabilities, net of amounts acquired:
Decrease (increase) in accounts receivable	3			(15		)
Increase in inventory	(39		)	(30		)
Increase in prepaid expenses and other assets	(16		)	(15		)
Increase in accounts payable	96			147
Decrease in accrued expenses and other liabilities	(101		)	(15		)
Net cash provided by operating activities	342			296
Cash Flows From Investing Activities:
Purchases of rental equipment	(836		)	(412		)
Purchases of non-rental equipment	(62		)	(13		)
Proceeds from sales of rental equipment	157			73
Proceeds from sales of non-rental equipment	12			8
Purchases of other companies	(1,175		)	(143		)
Proceeds from sale of software subsidiary	10			—
Net cash used in investing activities	(1,894		)	(487		)
Cash Flows From Financing Activities:
Proceeds from debt	4,193			1,107
Payments of debt, including subordinated convertible debentures	(2,464		)	(1,082		)
Proceeds from the exercise of common stock options	11			30
Common stock repurchased	(115		)	(7		)
Payments of financing costs	(67		)	—
Cash paid in connection with the 4 percent Convertible Senior Notes and related hedge, net	—			(9		)
Excess tax benefits from share-based payment arrangements, net	(1		)	—
Net cash provided by financing activities	1,557			39
Effect of foreign exchange rates	—			7
Net increase (decrease) in cash and cash equivalents	5			(145		)
Cash and cash equivalents at beginning of period	36			203
Cash and cash equivalents at end of period	$	41		$	58
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	24		$	16
Cash paid for interest, including subordinated convertible debentures	134			98

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,” “URI” 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 and Canada. 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, 2011 (the “2011 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 2011 Form 10-K.

In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation 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.

2 . Acquisitions

On April 30, 2012 (“the acquisition date”), we acquired 100 percent of the outstanding common shares and voting interest of RSC Holdings, Inc. (“RSC”). The results of RSC's operations have been included in the condensed consolidated financial statements since the acquisition date. RSC was one of the largest equipment rental providers in North America, and had a network of 440 rental locations in 43 U.S. states and three Canadian provinces as of December 31, 2011 . We believe that the acquisition will create a leading North American equipment rental company with a more attractive business mix, greater scale and enhanced growth prospects, and that the acquisition will provide us with financial benefits including reduced operating expenses and additional revenue opportunities.

The acquisition date fair value of the consideration transferred of $2.6 billion consisted of the following:



Cash consideration	$	1,161
Stock consideration (30 million shares valued based on the URI acquisition date stock price)	1,396
Share-based compensation awards (1)	29
Total purchase consideration	$	2,586

(1) This relates to RSC stock options and restricted stock units which were outstanding as of the acquisition date. Each RSC stock option was converted into an adjusted URI stock option to acquire a number of shares of URI common stock, determined by multiplying the number of shares of RSC common stock subject to the RSC stock option by the option exchange ratio (rounded down, if necessary, to a whole share of URI common stock). The “option exchange ratio” means the sum of (i) 0.2783 and (ii) the quotient determined by dividing $10.80 by the volume-weighted average of the closing sale prices of shares of URI common stock as reported on the NYSE composite transactions reporting system for each of the ten consecutive trading days ending with the acquisition date. The option exchange ratio was 0.5161 . The exercise price per share of URI common stock subject to the adjusted URI option is equal to the per share exercise price of such RSC stock option divided by the option exchange ratio (rounded up, if necessary, to the nearest whole cent). Each RSC restricted stock unit (other than an award held by a member of the RSC board who was not also an employee or officer of RSC at such time) was converted into an adjusted URI restricted stock unit in an amount determined by multiplying the number of shares of RSC common stock subject to the RSC restricted stock unit by the option exchange ratio. The portion of the URI replacement awards that has been included in the purchase consideration was calculated as $29 and is based on the vesting which occurred prior to the acquisition date.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period.

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Accounts receivable, net of allowance for doubtful accounts (1)	$	238
Inventory	19
Deferred taxes	15
Rental equipment, net	2,011
Property and equipment, net	47
Intangibles (2)	1,239
Other assets	58
Total identifiable assets acquired	3,627
Short-term debt and current maturities of long-term debt (3)	(1,586		)
Current liabilities	(405		)
Deferred taxes	(702		)
Long-term debt (3)	(992		)
Other long-term liabilities	(13		)
Total liabilities assumed	(3,698		)
Net identifiable assets acquired	(71		)
Goodwill (4)	2,657
Net assets acquired	$	2,586

(1) The fair value of accounts receivables acquired was $238 , and the gross contractual amount was $251 . We estimate that $13 will be uncollectible.

(2) The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on URI's preliminary purchase accounting assessments:



	Fair value		Life (years)
Customer relationships	$	1,110	15
Trade names, associated trademarks and other	81		5
Non-compete agreements	48		5
Total	$	1,239

(3) At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9 ¹ / ₂ percent senior notes. The repaid debt is reflected as short-term above as it was paid on the acquisition date. The RSC debt reflected in our condensed consolidated balance sheet as of June 30, 2012 is discussed further in note 8 to the condensed consolidated financial statements. The debt in the table above includes $1,555 of the repaid RSC debt, and the fair values of the following debt assumed by URNA:



10 ¹ / ₄ percent Senior Notes	$	(225	)
8 ¹ / ₄ percent Senior Notes	(699		)
Capital leases	(99		)
Total assumed debt	$	(1,023	)

(4) All of the goodwill was assigned to our general rentals segment. The level of goodwill expected to result from the merger is primarily reflective of RSC's going-concern value, the value of RSC's assembled workforce, new customer relationships expected to arise from the merger, and operational synergies that we expect to achieve that would not be available to other market participants. None of the goodwill is expected to be deductible for income tax purposes.

The three and six months ended June 30, 2012 include acquisition-related costs of $80 and $90 , respectively. Additionally, in 2011, we recognized $19 of additional acquisition-related costs. The acquisition-related costs are reflected in our condensed consolidated statements of operations as “RSC merger related costs” and primarily relate to financial and legal advisory fees. Additionally, the fees for the three and six months ended June 30, 2012 include $31 of interim bridge financing fees. Subsequent to June 30, 2012 , we expect to incur an additional $30 to $50 of charges in connection with the merger, and we expect to recognize such costs by March 31, 2013 . In addition to the acquisition-related costs reflected in our condensed consolidated statements of operations, we capitalized $67 of debt issuance costs associated with the issuance of debt to fund the acquisition, which are reflected, net of amortization subsequent to the acquisition date, in other long-term assets in our June 30,

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2012 condensed consolidated balance sheet.

Since the acquisition date, significant amounts of fleet have been moved between URI locations and the acquired RSC locations, and it is not practicable to reasonably estimate the amounts of revenue and earnings of RSC since the acquisition date. The impact of the RSC acquisition on our equipment rentals revenue is primarily reflected in the increases in the volume of OEC on rent of 63.7 percent and 42.9 percent for the three and six months ended June 30, 2012 , respectively.

The table below presents pro forma consolidated income statement information as if RSC had been included in our consolidated results for the entire periods reflected. The pro forma information has been prepared using the purchase method of accounting, giving effect to the RSC acquisition as if the acquisition had been completed on January 1, 2011 (“the pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the merger been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the merger, and also does not reflect additional revenue opportunities following the merger. The pro forma information includes adjustments to record the assets and liabilities of RSC at their respective fair values based on available information and to give effect to the financing for the acquisition and related transactions. The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed. The purchase price allocations for the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period. Increases or decreases in the estimated fair values of the net assets acquired may impact our statements of operations in future periods. We expect that the values assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the acquisition date.



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012		2011			2012		2011
Revenues	$	1,132	$	996		$	2,196	$	1,846
Income (loss) from continuing operations before provision (benefit) for income taxes	61		(42		)	47		(245		)

Pro forma revenues reflect combined URI and RSC. Pro forma income (loss) from continuing operations before provision (benefit) for income taxes reflects combined URI and RSC with the following pro forma adjustments: 1) depreciation of rental equipment and non rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the RSC acquisition, the impact of which was offset by the impact of extending the useful lives of such equipment, 2) cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the RSC acquisition, 3) the intangible assets acquired in the RSC acquisition were amortized, 4) interest expense was adjusted to reflect interest on the merger financing notes described in note 8 to the condensed consolidated financial statements, 5) RSC historic interest on debt that is not part of the combined entity was eliminated, 6) RSC historic interest was adjusted for the fair value mark-ups of the debt acquired in the RSC acquisition, 7) the RSC merger related costs were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date and 8) restructuring charges comprised of severance costs and branch closure charges associated with the merger were recognized from the pro forma acquisition date through June 30, 2012 . For the pro forma presentation, half of the restructuring charges were recognized in the first quarter following the pro forma acquisition date, and the remaining charges were recognized on a straight-line basis through June 30, 2012 . As of June 30, 2012 , we have recognized $52 of such restructuring charges, and expect to recognize an additional $60 to $80 of restructuring charges subsequent to June 30, 2012 .

3 . Segment Information

Our reportable segments are general rentals and trench safety, power and HVAC (“heating, ventilating and air conditioning”). 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 12 geographic regions—Eastern Canada, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid-Central, Midwest, Mountain West, Northeast, Northwest, South, Southeast and Southwest—and operates throughout the United States and Canada. The trench safety, power and HVAC segment includes the rental of specialty construction products and related services. The trench safety, power and HVAC segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates throughout the United States and in Canada. These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment equipment rentals gross profit.

The following tables set forth financial information by segment.

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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)



	General rentals		Trench safety, power and HVAC		Total
Three Months Ended June 30, 2012
Equipment rentals	$	781	$	64	$	845
Sales of rental equipment	78		3		81
Sales of new equipment	20		2		22
Contractor supplies sales	21		2		23
Service and other revenues	21		1		22
Total revenue	921		72		993
Depreciation and amortization expense	209		12		221
Equipment rentals gross profit	293		30		323
Three Months Ended June 30, 2011
Equipment rentals	$	479	$	45	$	524
Sales of rental equipment	40		1		41
Sales of new equipment	18		3		21
Contractor supplies sales	20		2		22
Service and other revenues	20		1		21
Total revenue	577		52		629
Depreciation and amortization expense	109		8		117
Equipment rentals gross profit	156		19		175
Six Months Ended June 30, 2012
Equipment rentals	$	1,256	$	112	$	1,368
Sales of rental equipment	152		5		157
Sales of new equipment	37		3		40
Contractor supplies sales	37		4		41
Service and other revenues	41		2		43
Total revenue	1,523		126		1,649
Depreciation and amortization expense	328		22		350
Equipment rentals gross profit	437		48		485
Capital expenditures	853		45		898
Six Months Ended June 30, 2011
Equipment rentals	$	879	$	79	$	958
Sales of rental equipment	70		3		73
Sales of new equipment	32		4		36
Contractor supplies sales	40		3		43
Service and other revenues	40		2		42
Total revenue	1,061		91		1,152
Depreciation and amortization expense	214		14		228
Equipment rentals gross profit	244		33		277
Capital expenditures	391		34		425

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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



	June 30, 2012		December 31, 2011
Total reportable segment assets
General rentals	$	10,485	$	3,776
Trench safety, power and HVAC	457		367
Total assets	$	10,942	$	4,143

Equipment rentals gross profit is the primary measure management reviews to make operating decisions and assess segment performance. The following is a reconciliation of equipment rentals gross profit to (loss) income from continuing operations before (benefit) provision for income taxes:



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Total equipment rentals gross profit	$	323		$	175		$	485		$	277
Gross profit from other lines of business	51			36			102			72
Selling, general and administrative expenses	(146		)	(100		)	(248		)	(195		)
RSC merger related costs	(80		)	—			(90		)	—
Restructuring charge	(53		)	(2		)	(53		)	(3		)
Non-rental depreciation and amortization	(49		)	(14		)	(63		)	(26		)
Interest expense, net	(121		)	(57		)	(189		)	(113		)
Interest expense- subordinated convertible debentures	(1		)	(2		)	(2		)	(4		)
Other income, net	12			3			13			4
(Loss) income from continuing operations before (benefit) provision for income taxes	$	(64	)	$	39		$	(45	)	$	12

4 . Restructuring and Asset Impairment Charges

Closed Restructuring Program

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 January 1, 2008 (the beginning of the restructuring period) to approximately 7,500 at December 31, 2011 (the end of the restructuring period). Additionally, we reduced our branch network from 697 locations at January 1, 2008 to 529 locations at December 31, 2011. For the three and six months ended June 30, 2011 , the restructuring charge primarily reflected branch closure charges due to continuing lease obligations at vacant facilities.

Current Restructuring Program

In the second quarter of 2012, we initiated a new restructuring program related to severance costs and branch closure charges associated with the RSC merger. The branch closure charges principally relate to continuing lease obligations at vacant facilities closed subsequent to the RSC merger. As of June 30, 2012 , our employee headcount is approximately 11,500 and our branch network has 969 rental locations. Subsequent to June 30, 2012 , we expect to incur an additional $60 to $80 of charges in connection with the restructuring, which is expected to be substantially complete by March 31, 2013 .

The table below provides certain information concerning our restructuring charges for the six months ended June 30, 2012 :

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



	Reserve Balance at		Charged to Costs and Expenses(1)		Payments and Other			Reserve Balance at
Description	December 31, 2011		Charged to Costs and Expenses(1)		Payments and Other			June 30, 2012
Closed Restructuring Program
Branch closure charges	$	27	$	1	$	(2	)	$	26
Severance costs	1		—		(1		)	—
Total	$	28	$	1	$	(3	)	$	26
Current Restructuring Program
Branch closure charges	$	—	$	18	$	(1	)	$	17
Severance costs	—		34		(14		)	20
Total	$	—	$	52	$	(15	)	$	37
Total
Branch closure charges	$	27	$	19	$	(3	)	$	43
Severance costs	1		34		(15		)	20
Total	$	28	$	53	$	(18	)	$	63

_________________


(1)	Reflected in our condensed consolidated statements of operations as “Restructuring charge.” These charges are not allocated to our reportable segments.

Asset Impairment Charges

In addition to the restructuring charges discussed above, during the three and six months ended June 30, 2012 , we recorded asset impairment charges of $2 and $3 , respectively, in our general rentals segment. During the three and six months ended June 30, 2011 , we recorded asset impairment charges of $1 in our general rentals segment. The asset impairment charges are primarily reflected in non-rental depreciation and amortization in the accompanying consolidated statements of operations and principally relate to write-offs of leasehold improvements and other fixed assets in connection with the restructuring activity discussed above.

5 . Goodwill and Other Intangible Assets

We have made acquisitions over the years, principally during the period from 1997 to 2000, which included the recognition of a significant amount of goodwill. As discussed in note 2 to our condensed consolidated financial statements, on April 30, 2012 , we completed the acquisition of RSC. Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred.

The following table presents the changes in the carrying amount of goodwill for the six months ended June 30, 2012 :



	General rentals		Trench safety, power and HVAC		Total (1)
Balance at January 1, 2012	$	167	$	122	$	289
Goodwill related to acquisitions	2,657		41		2,698
Foreign currency translation and other adjustments	5		2		7
Balance at June 30, 2012	$	2,829	$	165	$	2,994

_________________


(1)	The total carrying amount of goodwill for all periods in the table above is reflected net of $1,557 of accumulated impairment charges, which were primarily recorded in our general rentals segment.

Other intangible assets were comprised of the following at June 30, 2012 and December 31 2011:

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



	June 30, 2012
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	57 months	$	77	$	26	$	51
Customer relationships	14 years	1,229		69		1,160
Trade names, associated trademarks and other	58 months	82		6		76



	December 31, 2011
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	46 months	$	30	$	25	$	5
Customer relationships	9 years	$	121	$	43	$	78

Our other intangibles assets, net at June 30, 2012 includes the following assets associated with the 2012 acquisition of RSC discussed above (see note 2 to our condensed consolidated financial statements). No residual value has been assigned to these intangible assets. The non-compete agreements are being amortized on a straight-line basis, and the customer relationships and trade names, associated trademarks and other are being amortized using the sum of the years' digits method, which we believe best reflects the estimated pattern in which the economic benefits will be consumed.

Amortization expense for other intangible assets was $27 and $1 for the three months ended June 30, 2012 and 2011 , respectively, and $30 and $3 for the six months ended June 30, 2012 and 2011 , respectively. The 2012 increases primarily reflect the 2012 acquisition of RSC discussed in note 2 to our condensed consolidated financial statements.

As of June 30, 2012 , estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:



2012	$	94
2013	177
2014	161
2015	145
2016	130
Thereafter	580
Total	$	1,287

6 . Derivatives

We recognize all derivative instruments as either assets or liabilities at fair value, and recognize changes in the 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 June 30, 2012 , 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 accumulated 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.

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

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 related to our ongoing business operations. During the three and six months ended June 30, 2012 and 2011 , the primary risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At June 30, 2012 , we had outstanding fixed price swap contracts on diesel purchases which were entered into to mitigate the price risk associated with forecasted purchases of diesel. During the six months ended June 30, 2011 , we entered into forward contracts to purchase Canadian dollars to mitigate the foreign currency exchange rate risk associated with certain Canadian dollar denominated intercompany loans. At June 30, 2012 and December 31, 2011 , there were no outstanding forward contracts to purchase Canadian dollars. The outstanding forward contracts on diesel purchases were designated and qualify as cash flow hedges and the forward contracts to purchase Canadian dollars represented derivative instruments not designated as hedging instruments.

Fixed Price Diesel Swaps

The fixed price swap contracts on diesel purchases that were outstanding at June 30, 2012 were designated and qualify as cash flow hedges and the effective portion of the gain or loss on these contracts is reported as a component of accumulated other comprehensive income and is reclassified into earnings in the period during which the hedged transaction affects earnings (i.e., when the hedged gallons of diesel are used). 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 ineffective portion), is recognized in our condensed consolidated statements of operations during the current period. As of June 30, 2012 , we had outstanding fixed price swap contracts covering 7.7 million gallons of diesel which will be purchased throughout 2012 and 2013 .

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars, which were all settled as of June 30, 2012 , represented derivative instruments not designated as hedging instruments and gains or losses due to changes in the fair value of the forward contracts were recognized in our condensed consolidated statements of operations during the period in which the changes in fair value occurred. During the three and six months ended June 30, 2012 , forward contracts were used to purchase $30 Canadian dollars, representing the total amount due at maturity for certain Canadian dollar denominated intercompany loans that were settled during the three and six months ended June 30, 2012 . Upon maturity, the proceeds from the forward contracts were used to pay down the Canadian dollar denominated intercompany loans.

Financial Statement Presentation

As of June 30, 2012 and December 31, 2011 , $2 and $1 , respectively, were reflected in accrued expenses and other liabilities, and $1 and less than $1 , respectively, were reflected in accumulated other comprehensive income in our condensed consolidated balance sheets associated with the outstanding fixed price swap contracts that were designated and qualify as cash flow hedges.

The effect of our derivative instruments on our condensed consolidated statements of operations for the three and six months ended June 30, 2012 and 2011 was as follows:

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

Three Months Ended June 30, 2012

Three Months Ended June 30, 2011

Location of income

(expense)

recognized on

derivative/hedged item

Amount of income

(expense)

recognized

on derivative

Amount of income

(expense)

recognized

on hedged item

Amount of income

(expense)

recognized

on derivative

Amount of income

(expense)

recognized

on hedged item

Derivatives designated as hedging instruments:

Fixed price diesel swaps

Other income

(expense), net (1)

$ *

Cost of equipment

rentals, excluding

depreciation (2),

(3)

)

Derivatives not designated as hedging instruments:

Foreign currency forward contracts

Other income

(expense), net

)

Six Months Ended June 30, 2012

Six Months Ended June 30, 2011

Location of income

(expense)

recognized on

derivative/hedged item

Amount of income

(expense)

recognized

on derivative

Amount of income

(expense)

recognized

on hedged item

Amount of income

(expense)

recognized

on derivative

Amount of income

(expense)

recognized

on hedged item

Derivatives designated as hedging instruments:

Fixed price diesel swaps

Other income

(expense), net (1)

$ *

Cost of equipment

rentals, excluding

depreciation (2),

(3)

(11

)

(10

)

Derivatives not designated as hedging instruments:

Foreign currency forward contracts

Other income

(expense), net

)


*	Amounts are insignificant (less than $1 ).


(1)	Represents the ineffective portion of the fixed price diesel swaps.


(2)	Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps.


(3)	Amounts recognized on hedged item reflect the use of 1.5 million and 1.7 million gallons of diesel covered by the fixed price swaps during the three months ended June 30, 2012 and 2011 , respectively, and the use of 2.7 million and 2.6 million gallons of diesel covered by the fixed price swaps during the six months ended June 30, 2012 and 2011 , respectively.

7 . Fair Value Measurements

We account for certain assets and liabilities at fair value. 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;

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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 and Liabilities Measured at Fair Value

As of June 30, 2012 and December 31, 2011 , our only assets and liabilities measured at fair value were our fixed price diesel swaps contracts, which are Level 2 derivatives measured at fair value on a recurring basis. As of June 30, 2012 and December 31, 2011 , $2 and $1 , respectively, were reflected in accrued expenses and other liabilities in our condensed consolidated balance sheets, reflecting the fair values of the fixed price diesel swaps contracts. As discussed in note 6 to the condensed consolidated financial statements, we entered into the 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 June 30, 2012 , we have fixed price swap contracts that mature throughout 2012 and 2013 covering 7.7 million gallons of diesel which we will buy at the average contract price of $3.94 per gallon, while the average forward price for the hedged gallons was $3.64 per gallon as of June 30, 2012 .

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 and accounts receivable securitization facility approximate their book values as of June 30, 2012 and December 31, 2011 . The estimated fair values of our financial instruments as of June 30, 2012 and December 31, 2011 have been calculated based upon available market information or an appropriate valuation technique, and are presented below by level in the fair value hierarchy:



	June 30, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1:
Subordinated convertible debentures	$	55	$	55	$	55	$	49
Senior and senior subordinated notes	5,480		5,737		1,732		1,795
Level 2:
4 percent Convertible Senior Notes (1)	133		148		129		138
Level 3:
Capital leases (2)	132		117		39		33

___________________


(1)	The fair value of the 4 percent Convertible Senior Note s is based on the market value of comparable notes. Consistent with the carrying amount, the fair value excludes the equity component of the notes. To exclude the equity component and calculate the fair value, we used an effective interest rate of 8.0 percent.


(2)	The fair value of capital leases reflects the present value of the leases, which was determined using a 7.0 percent interest rate.

8 . Debt and Subordinated Convertible Debentures

Debt consists of the following:

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



	June 30, 2012			December 31, 2011
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	252		$	255
$1.9 billion ABL Facility (2)	1,287			810
10 ⁷ / ₈ percent Senior Notes	490			489
10 ¹ / ₄ percent Senior Notes (3)	224			—
9 ¹ / ₄ percent Senior Notes	493			493
8 ³ / ₈ percent Senior Subordinated Notes	750			750
8 ¹ / ₄ percent Senior Notes (3)	698			—
1 ⁷ / ₈ percent Convertible Senior Subordinated Notes (4)	5			22
Capital leases (3)	132			39
Merger financing notes (5):
5 ³ / ₄ percent Senior Secured Notes	750			—
7 ³ / ₈ percent Senior Notes	750			—
7 ⁵ / ₈ percent Senior Notes	1,325			—
Total URNA and subsidiaries debt	7,156			2,858
Holdings:
4 percent Convertible Senior Notes (6)	133			129
Total debt (7)	7,289			2,987
Less short-term portion (8)	(421		)	(395		)
Total long-term debt	$	6,868		$	2,592

___________________

(1)

At June 30, 2012 , $20 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 0.9 percent at June 30, 2012 . During the six months ended June 30, 2012 , the monthly average amount outstanding under the accounts receivable securitization facility was $230 , and the weighted-average interest rate thereon was 0.9 percent . The maximum month-end amount outstanding under the accounts receivable securitization facility during the six months ended June 30, 2012 was $252 .

(2)

At June 30, 2012 , $494 was available under our ABL facility, net of $119 of letters of credit. The interest rate applicable to the ABL facility was 2.3 percent at June 30, 2012 . During the six months ended June 30, 2012 , the monthly average amount outstanding under the ABL facility was $1,048 , and the weighted-average interest rate thereon was 2.4 percent . The maximum month-end amount outstanding under the ABL facility during the six months ended June 30, 2012 was $1,287 . In March 2012, the size of the ABL facility was increased to $1.9 billion .


(3)	Upon consummation of the RSC merger, we assumed certain of RSC's debt, including capital leases. See below for additional detail regarding the assumed RSC debt.

(4)

Based on the price of our common stock during the first quarter of 2012, holders of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes had the right to convert the notes during the second quarter of 2012 at a conversion price of $21.83 per share of common stock, and $17 of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes were converted. Upon conversion of the notes, we issued approximately 0.8 million shares of our common stock to the applicable holders of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes. Based on the price of our common stock during the second quarter of 2012, holders of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes may convert the notes during the third quarter of 2012 at a conversion price of $21.83 per share of common stock. Between July 1, 2012 (the beginning of the third quarter) and July 13, 2012 , none of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes were converted.


(5)	In connection with the RSC merger, on March 9, 2012 , we issued the merger financing notes. See below for additional detail regarding each of the merger financing notes.

(6)

The difference between the June 30, 2012 carrying value of the 4 percent Convertible Senior Notes and the $168 principal amount reflects the $35 unamortized portion of the original issue discount recognized upon issuance of the notes, which is being amortized through the maturity date of November 15, 2015. Because the 4 percent Convertible Senior Notes were redeemable at June 30, 2012 , an amount equal to the $35 unamortized portion of the original issue discount is separately classified in our condensed consolidated balance sheets and referred to as “temporary equity.” Based on the price of our common stock during the second quarter of 2012, holders of the 4 percent Convertible Senior Notes have the right to

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redeem the notes during the third quarter of 2012 at a conversion price of $11.11 per share of common stock. Between July 1, 2012 (the beginning of the third quarter) and July 13, 2012 , none of the 4 percent Convertible Senior Notes were redeemed.

(7)

In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹ / 2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 ¹ / 2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total debt at June 30, 2012 and December 31, 2011 excludes $55 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.


(8)	As of June 30, 2012 , our short-term debt primarily reflects $252 of borrowings under our accounts receivable securitization facility and $133 of 4 percent Convertible Senior Notes. The 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt because they are redeemable at June 30, 2012 .

Assumed RSC Debt

10 ¹ / ₄ percent Senior Notes . In November 2009, RSC issued $200 aggregate principal amount of 10 ¹ / 4 percent Senior Notes (the “10 ¹ / 4 percent Notes”), which are due November 15, 2019 . Upon consummation of the RSC merger, URNA assumed the 10 ¹ / 4 percent Notes. The 10 ¹ / 4 percent Notes are unsecured and are guaranteed by URNA's domestic subsidiaries, subject to limited exceptions. The 10 ¹ / 4 percent Notes may be redeemed on or after November 15, 2014 at specified redemption prices that range from 105.125 percent in 2014 to 100 percent in 2017 and thereafter. The indenture governing the 10 ¹ / 4 percent Notes contains certain restrictive covenants that apply to URNA and its restricted subsidiaries, including, among others, limitations on their ability to (1) incur additional debt, (2) pay dividends or distributions on their capital stock or repurchase their capital stock, (3) make certain investments, (4) create liens on their assets to secure debt, (5) enter into transactions with affiliates, (6) create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents, (7) merge or consolidate with another company and (8) transfer and sell assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 10 ¹ / 4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the June 30, 2012 carrying value of the 10 ¹ / 4 percent Notes and the $200 principal amount relates to the $24 unamortized portion of the fair value adjustment recognized upon consummation of the RSC merger, which is being amortized through the above maturity date. The effective interest rate on the 10 ¹ / 4 percent Notes is 8.3 percent.

8 ¹ / 4 percent Senior Notes. In January 2011, RSC issued $650 aggregate principal amount of 8 ¹ / 4 percent Senior Notes (the “8 ¹ / 4 percent Notes”), which are due February 1, 2021 . Upon consummation of the RSC merger, URNA assumed the 8 ¹ / 4 percent Notes. The 8 ¹ / 4 percent Notes are unsecured and are guaranteed by URNA's domestic subsidiaries, subject to limited exceptions. The 8 ¹ / 4 percent Notes may be redeemed on or after February 1, 2016 at specified redemption prices that range from 104.125 percent in 2016 to 100 percent in 2019 and thereafter. The indenture governing the 8 1/4 percent Notes contains certain restrictive covenants that apply to URNA and its restricted subsidiaries, including, among others, limitations on their ability to (1) incur additional debt, (2) pay dividends or distributions on their capital stock or repurchase their capital stock, (3) make certain investments, (4) create liens on their assets to secure debt, (5) enter into transactions with affiliates, (6) create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents, (7) merge or consolidate with another company and (8) transfer and sell assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 8 ¹ / 4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the June 30, 2012 carrying value of the 8 ¹ / 4 percent Notes and the $650 principal amount relates to the $48 unamortized portion of the fair value adjustment recognized upon consummation of the RSC merger, which is being amortized through the above maturity date. The effective interest rate on the 8 ¹ / 4 percent Notes is 7.0 percent.

Merger Financing Notes

5 ³ / ₄ percent Senior Secured Notes . In March 2012 , a special purpose entity formed for the purpose of issuing the notes and subsequently merged into UR NA ("Funding SPV") i ssued $ 750 aggregate principal amount of 5 ³ / ₄ percent Senior Secured Notes (the “5 ³ / ₄ percent Notes”) which are due July 15, 2018 . The net proceeds from the sale of the 5 ³ / ₄ percent Notes were approximately $ 733 (after deducting the initial purchasers' fees and offering expenses). Upon consummation of the RSC

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

merger, URNA assumed the 5 ³ / ₄ percent Notes. The 5 ³ / ₄ percent Notes are secured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 5 ³ / ₄ percent Notes may be redeemed on or after July 15, 2015 , at specified redemption prices that range from 102.875 percent in the 12-month period commencing on July 15, 2015 , to 100 percent in the 12-month period commencing on July 15, 2017 and thereafter, plus accrued and unpaid interest. The indenture governing the 5 ³ / ₄ percent Notes contains certain restrictive covenants, including, among others, limitations on (1) liens; (2) additional indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. The indenture also includes covenants relating to the grant of and maintenance of liens for the benefit of the notes collateral agent. Each of these covenants is subject to important exceptions and qualifications that would allow URI to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URI must make an offer to purchase all of the then-outstanding 5 ³ / ₄ percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

7 ³ / ₈ percent Senior Notes . In March 2012 , Funding SPV issued $ 750 aggregate principal amount of 7 ³ / ₈ percent Senior Notes (the “7 ³ / ₈ percent Notes”) which are due May 15, 2020 . The net proceeds from the sale of the 7 ³ / ₈ percent Notes were approximately $ 732 (after deducting the initial purchasers' fees and offering expenses). Upon consummation of the RSC merger, URNA assumed the 7 ³ / ₈ percent Notes. The 7 ³ / ₈ percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 7 ³ / ₈ percent Notes may be redeemed on or after May 15, 2016 , at specified redemption prices that range from 103.688 percent in the 12-month period commencing on May 15, 2016 , to 100 percent in the 12-month period commencing on May 15, 2018 and thereafter, plus accrued and unpaid interest. The indenture governing the 7 ³ / ₈ percent Notes contains certain restrictive covenants, including, among others, limitations on (1) liens; (2) additional indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of these covenants is subject to important exceptions and qualifications that would allow URI to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URI must make an offer to purchase all of the then-outstanding 7 ³ / ₈ percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

7 ⁵ / ₈ percent Senior Notes . In March 2012 , Funding SPV issued $ 1,325 aggregate principal amount of 7 ⁵ / ₈ percent Senior Notes (the “7 ⁵ / ₈ percent Notes”) which are due April 15, 2022 . The net proceeds from the sale of the 7 ⁵ / ₈ percent Notes were approximately $ 1,295 (after deducting the initial purchasers' fees and offering expenses). Upon consummation of the RSC merger, URNA assumed the 7 ⁵ / ₈ percent Notes. The 7 ⁵ / ₈ percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 7 ⁵ / ₈ percent Notes may be redeemed on or after April 15, 2017 , at specified redemption prices that range from 103.813 percent in the 12-month period commencing on April 15, 2017 , to 100 percent in the 12-month period commencing on April 15, 2020 and thereafter, plus accrued and unpaid interest. The indenture governing the 7 ⁵ / ₈ percent Notes contains certain restrictive covenants, including, among others, limitations on (1) liens; (2) additional indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of these covenants is subject to important exceptions and qualifications that would allow URI to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URI must make an offer to purchase all of the then-outstanding 7 ⁵ / ₈ percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

Convertible Note Hedge Transactions

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 cost $26 , and decreased additional paid-in capital by $17 , net of taxes, in our accompanying condensed consolidated statements of stockholders’ equity (deficit). The convertible note hedge transactions cover, subject to anti-dilution adjustments, 15.1 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 Senior Notes. The effect of the convertible note hedge transactions is to increase the effective conversion price to $15.56 per share, equal to

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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)

an approximately 75 percent premium over the $8.89 closing price of our common stock at issuance. The effective conversion price is subject to change in certain circumstances, such as if the 4 percent Convertible Senior Notes are converted prior to May 15, 2015 . In the event the market value of our common stock exceeds the effective conversion price 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 $35.00 or $40.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 8.4 million or 9.2 million shares, respectively.

Loan Covenants and Compliance

As of June 30, 2012 , 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.

In October 2011, we amended the ABL facility. In March 2012, the size of the ABL facility was increased to $1.9 billion . 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. Since the October 2011 amendment of the facility and through June 30, 2012 , availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. Subject to certain limited exceptions specified in the amended ABL facility, the fixed charge coverage ratio and the senior secured leverage ratio under the amended ABL facility will only apply in the future if availability under the amended ABL facility falls below the greater of 10 percent of the maximum revolver amount under the amended ABL facility and $150 . Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.

9 . Legal and Regulatory Matters

On December 28, 2011, a complaint was filed in Arizona Superior Court, captioned Israni v. RSC Holdings Inc., CV20 11-020579, on behalf of a putative class of RSC's stockholders against RSC, each member of the RSC board, certain of RSC's officers, and the Company challenging the merger. In an amended complaint, filed February 24, 2012, plaintiff alleges, among other things, that the directors and officers of RSC breached their fiduciary duties by allegedly agreeing to sell RSC at an unfair and inadequate price and by allegedly failing to take steps to maximize the sale price of RSC. The complaint also alleges that RSC and the Company aided and abetted in the directors' and officers' breach of their fiduciary duties, and that the defendants' public disclosures concerning the merger have been inaccurate or incomplete. On April 19, 2012, without agreeing that any of the claims have merit, the parties reached an agreement in principle to settle the action, pursuant to which RSC and the Company agreed to make certain additional public disclosures regarding the merger and to pay certain attorneys' fees, if any, awarded by the court. The settlement is contingent upon, among other things, execution of definitive documentation and court approval. The Company continues to deny any liability with respect to the facts and claims alleged in the litigation.

As previously reported, following our August 2004 announcement that the SEC had commenced a non-public, fact-finding inquiry concerning the Company, an alleged stockholder filed an action in Connecticut State Superior Court, Judicial District of Norwalk/Stamford at Stamford, purportedly suing derivatively on the Company's behalf. The action, entitled Gregory Riegel v. John N. Milne, et al., named as defendants certain of our current and/or former directors and/or officers, and named the Company as a nominal defendant. The complaint asserted, among other things, that the defendants breached their fiduciary duties to the Company by causing or allowing the Company to disseminate misleading and inaccurate information to stockholders and the market and by failing to establish and maintain adequate accounting controls, thus exposing the Company to damages. The parties to the Riegel action agreed that the proceedings in this action would be stayed pending the resolution of the motions to dismiss in certain previously-filed purported stockholder class actions. As previously reported, those purported stockholder class actions were commenced in 2004 and were dismissed with prejudice, pursuant to a stipulation of settlement in May 2009. We previously announced on September 8, 2008 that we had also reached a final settlement with the SEC of its inquiry. On or about July 6, 2012, plaintiff withdrew this action against all defendants.

In addition to these matters and the other disclosures provided in note 15 to our consolidated financial statements for the year ended December 31, 2011 filed on Form 10-K on January 25, 2012, 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

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consolidated financial condition, results of operations or cash flows.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

10 . Earnings (Loss) Per Share

Basic (loss) earnings per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of common shares outstanding. Diluted (loss) earnings per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. Diluted (loss) earnings per share for the three months ended June 30, 2012 and 2011 excludes the impact of approximately 13.5 million and 2.1 million common stock equivalents, respectively, since the effect of including these securities would be anti-dilutive. Diluted (loss) earnings per share for the six months ended June 30, 2012 and 2011 excludes the impact of approximately 14.0 million and 3.6 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) earnings per share (shares in thousands):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Numerator:
(Loss) income from continuing operations	$	(52	)	$	28		$	(39	)	$	8
Convertible debt interest—1 ⁷ / 8 percent notes	—			—			—			—
(Loss) income from continuing operations available to common stockholders	$	(52	)	$	28		$	(39	)	$	8
Loss from discontinued operation	—			(1		)	—			(1		)
Net (loss) income available to common stockholders	$	(52	)	$	27		$	(39	)	$	7
Denominator:
Denominator for basic (loss) earnings per share—weighted-average common shares	83,231			62,479			73,181			61,669
Effect of dilutive securities:
Employee stock options and warrants	—			914			—			1,537
Convertible subordinated notes—1 ⁷ / 8 percent	—			1,015			—			—
Convertible subordinated notes—4 percent	—			9,080			—			9,377
Restricted stock units	—			564			—			710
Denominator for diluted (loss) earnings per share—adjusted weighted-average common shares	83,231			74,052			73,181			73,293
Basic (loss) earnings per share:
(Loss) income from continuing operations	$	(0.63	)	$	0.45		$	(0.53	)	$	0.12
Loss from discontinued operation	—			(0.01		)	—			(0.01		)
Net (loss) income	$	(0.63	)	$	0.44		$	(0.53	)	$	0.11
Diluted (loss) earnings per share:
(Loss) income from continuing operations	$	(0.63	)	$	0.38		$	(0.53	)	$	0.10
Loss from discontinued operation	—			(0.01		)	—			(0.01		)
Net (loss) income	$	(0.63	)	$	0.37		$	(0.53	)	$	0.09

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

11 . 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, (ii) certain indebtedness that is guaranteed by both Parent and, with the exception of its U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization (the “SPV”), all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”) and (iii) certain indebtedness that is guaranteed by 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. The guarantees are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the subsidiary guarantor, the sale of all or substantially all of the subsidiary guarantor's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met or designating the subsidiary guarantor as an unrestricted subsidiary for purposes of the applicable covenants. The guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) 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. Based on our understanding of Rule 3-10 of Regulation S-X ("Rule 3-10"), we believe that the guarantees of the guarantor subsidiaries comply with the conditions set forth in Rule 3-10 and therefore continue to utilize Rule 3-10 to present condensed consolidating financial information for Holdings, URNA, the guarantor subsidiaries and the non-guarantor subsidiaries. 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 Parent and its subsidiaries is as follows:

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING BALANCE SHEET

June 30, 2012



	Parent		URNA		Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations			Total
	Parent		URNA		Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	14	$	—		$	27		$	—		$	—		$	41
Accounts receivable, net	—		17		—			106			581			—			704
Intercompany receivable (payable)	72		2		(64		)	(155		)	(1		)	146			—
Inventory	—		88		—			14			—			—			102
Prepaid expenses and other assets	—		95		1			10			—			—			106
Deferred taxes	—		64		—			2			—			—			66
Total current assets	72		280		(63		)	4			580			146			1,019
Rental equipment, net	—		4,493		—			602			—			—			5,095
Property and equipment, net	43		322		20			34			—			—			419
Investments in subsidiaries	1,517		764		494			—			—			(2,775		)	—
Goodwill and other intangibles, net	—		4,273		—			8			—			—			4,281
Other long-term assets	5		122		—			1			—			—			128
Total assets	$	1,637	$	10,254	$	451		$	649		$	580		$	(2,629	)	$	10,942
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	133	$	35	$	—		$	1		$	252		$	—		$	421
Accounts payable	—		549		—			56			—			—			605
Accrued expenses and other liabilities	1		342		22			30			—			—			395
Total current liabilities	134		926		22			87			252			—			1,421
Long-term debt	—		6,725		139			4			—			—			6,868
Subordinated convertible debentures	55		—		—			—			—			—			55
Deferred taxes	17		1,027		—			62			—			—			1,106
Other long-term liabilities	1		59		—			2			—			—			62
Total liabilities	207		8,737		161			155			252			—			9,512
Temporary equity (note 8)	35		—		—			—			—			—			35
Total stockholders’ equity (deficit)	1,395		1,517		290			494			328			(2,629		)	1,395
Total liabilities and stockholders’ equity (deficit)	$	1,637	$	10,254	$	451		$	649		$	580		$	(2,629	)	$	10,942

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2011



	Parent		URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries					Eliminations			Total
	Parent		URNA			Guarantor Subsidiaries		Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	6		$	—	$	30		$	—	$	—		$	36
Accounts receivable, net	—		19			9		98			338		—			464
Intercompany receivable (payable)	114		(876		)	772		(154		)	—		144			—
Inventory	—		21			15		8			—		—			44
Prepaid expenses and other assets	—		55			1		19			—		—			75
Deferred taxes	—		100			3		1			—		—			104
Total current assets	114		(675		)	800		2			338		144			723
Rental equipment, net	—		1,345			836		436			—		—			2,617
Property and equipment, net	41		177			120		28			—		—			366
Investments in subsidiaries	227		2,144			462		—			—		(2,833		)	—
Goodwill and other intangibles, net	—		130			102		140			—		—			372
Other long-term assets	4		60			1		—			—		—			65
Total assets	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	129	$	8		$	—	$	3		$	255	$	—		$	395
Accounts payable	—		120			47		39			—		—			206
Accrued expenses and other liabilities	31		139			48		45			—		—			263
Total current liabilities	160		267			95		87			255		—			864
Long-term debt	—		2,444			142		6			—		—			2,592
Subordinated convertible debentures	55		—			—		—			—		—			55
Deferred taxes	16		241			165		48			—		—			470
Other long-term liabilities	52		2			2		3			—		—			59
Total liabilities	283		2,954			404		144			255		—			4,040
Temporary equity (note 8)	39		—			—		—			—		—			39
Total stockholders’ equity (deficit)	64		227			1,917		462			83		(2,689		)	64
Total liabilities and stockholders’ equity (deficit)	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2012



	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations			Total
										Foreign			SPV (1)
Revenues:
Equipment rentals	$	—		$	665		$	66		$	114		$	—		$	—		$	845
Sales of rental equipment	—			66			6			9			—			—			81
Sales of new equipment	—			13			2			7			—			—			22
Contractor supplies sales	—			16			2			5			—			—			23
Service and other revenues	—			14			3			5			—			—			22
Total revenues	—			774			79			140			—			—			993
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			272			29			49			—			—			350
Depreciation of rental equipment	—			136			13			23			—			—			172
Cost of rental equipment sales	—			47			4			5			—			—			56
Cost of new equipment sales	—			10			2			5			—			—			17
Cost of contractor supplies sales	—			12			1			3			—			—			16
Cost of service and other revenues	—			4			1			3			—			—			8
Total cost of revenues	—			481			50			88			—			—			619
Gross profit	—			293			29			52			—			—			374
Selling, general and administrative expenses	9			104			11			17			5			—			146
RSC merger related costs	—			80			—			—			—			—			80
Restructuring charge	—			52			—			1			—			—			53
Non-rental depreciation and amortization	3			41			1			4			—			—			49
Operating (loss) income	(12		)	16			17			30			(5		)	—			46
Interest expense (income), net	3			68			32			1			18			(1		)	121
Interest expense-subordinated convertible debentures	1			—			—			—			—			—			1
Other (income) expense, net	(20		)	14			—			4			(10		)	—			(12		)
Income (loss) before provision (benefit) for income taxes	4			(66		)	(15		)	25			(13		)	1			(64		)
Provision (benefit) for income taxes	1			(3		)	(11		)	6			(5		)	—			(12		)
Income (loss) before equity in net (loss) earnings of subsidiaries	3			(63		)	(4		)	19			(8		)	1			(52		)
Equity in net (loss) earnings of subsidiaries	(55		)	8			19			—			—			28			—
Net (loss) income	(52		)	(55		)	15			19			(8		)	29			(52		)
Other comprehensive (loss) income	(12		)	(12		)	(10		)	(6		)	—			28			(12		)
Comprehensive (loss) income	$	(64	)	$	(67	)	$	5		$	13		$	(8	)	$	57		$	(64	)


(1)	Includes interest expense prior to the April 30, 2012 RSC acquisition date on the merger financing debt issued by Funding SPV, as discussed further in note 8 to our condensed consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2011



	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries					Eliminations			Total
										Foreign		SPV
Revenues:
Equipment rentals	$	—		$	256		$	178		$	90	$	—		$	—		$	524
Sales of rental equipment	—			23			12			6		—			—			41
Sales of new equipment	—			11			5			5		—			—			21
Contractor supplies sales	—			9			7			6		—			—			22
Service and other revenues	—			10			6			5		—			—			21
Total revenues	—			309			208			112		—			—			629
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			117			87			42		—			—			246
Depreciation of rental equipment	—			55			33			15		—			—			103
Cost of rental equipment sales	—			16			9			3		—			—			28
Cost of new equipment sales	—			8			4			5		—			—			17
Cost of contractor supplies sales	—			7			5			4		—			—			16
Cost of service and other revenues	—			3			2			3		—			—			8
Total cost of revenues	—			206			140			72		—			—			418
Gross profit	—			103			68			40		—			—			211
Selling, general and administrative expenses	8			32			34			20		6			—			100
Restructuring charge	—			2			—			—		—			—			2
Non-rental depreciation and amortization	4			4			5			1		—			—			14
Operating (loss) income	(12		)	65			29			19		(6		)	—			95
Interest expense (income), net	3			53			1			1		1			(2		)	57
Interest expense-subordinated convertible debentures	2			—			—			—		—			—			2
Other (income) expense, net	(17		)	11			9			3		(9		)	—			(3		)
Income before provision (benefit) for income taxes	—			1			19			15		2			2			39
Provision (benefit) for income taxes	—			11			(6		)	7		(1		)	—			11
(Loss) income from continuing operations	—			(10		)	25			8		3			2			28
Loss from discontinued operation, net of taxes	—			(1		)	—			—		—			—			(1		)
(Loss) income before equity in net earnings (loss) of subsidiaries	—			(11		)	25			8		3			2			27
Equity in net earnings (loss) of subsidiaries	27			38			10			—		—			(75		)	—
Net income (loss)	27			27			35			8		3			(73		)	27
Other comprehensive income (loss)	1			1			2			1		—			(4		)	1
Comprehensive income (loss)	$	28		$	28		$	37		$	9	$	3		$	(77	)	$	28

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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 STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2012



	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations			Total
										Foreign			SPV (1)
Revenues:
Equipment rentals	$	—		$	915		$	249		$	204		$	—		$	—		$	1,368
Sales of rental equipment	—			105			32			20			—			—			157
Sales of new equipment	—			21			7			12			—			—			40
Contractor supplies sales	—			24			7			10			—			—			41
Service and other revenues	—			25			8			10			—			—			43
Total revenues	—			1,090			303			256			—			—			1,649
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			387			117			92			—			—			596
Depreciation of rental equipment	—			195			50			42			—			—			287
Cost of rental equipment sales	—			71			20			12			—			—			103
Cost of new equipment sales	—			17			6			9			—			—			32
Cost of contractor supplies sales	—			16			5			7			—			—			28
Cost of service and other revenues	—			10			3			3			—			—			16
Total cost of revenues	—			696			201			165			—			—			1,062
Gross profit	—			394			102			91			—			—			587
Selling, general and administrative expenses	19			138			47			34			10			—			248
RSC merger related costs	—			90			—			—			—			—			90
Restructuring charge	—			52			—			1			—			—			53
Non-rental depreciation and amortization	7			45			5			6			—			—			63
Operating (loss) income	(26		)	69			50			50			(10		)	—			133
Interest expense (income), net	6			119			33			2			31			(2		)	189
Interest expense-subordinated convertible debentures	2			—			—			—			—			—			2
Other (income) expense, net	(38		)	30			9			7			(21		)	—			(13		)
Income (loss) before provision (benefit) for income taxes	4			(80		)	8			41			(20		)	2			(45		)
Provision (benefit) for income taxes	1			(25		)	17			9			(8		)	—			(6		)
Income (loss) before equity in net (loss) earnings of subsidiaries	3			(55		)	(9		)	32			(12		)	2			(39		)
Equity in net (loss) earnings of subsidiaries	(42		)	13			33			—			—			(4		)	—
Net (loss) income	(39		)	(42		)	24			32			(12		)	(2		)	(39		)
Other comprehensive (loss) income	(2		)	(2		)	(1		)	(1		)	—			4			(2		)
Comprehensive (loss) income	$	(41	)	$	(44	)	$	23		$	31		$	(12	)	$	2		$	(41	)


(1)	Includes interest expense prior to the April 30, 2012 RSC acquisition date on the merger financing debt issued by Funding SPV, as discussed further in note 8 to our condensed consolidated financial statements.

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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 STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2011



	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries					Eliminations			Total
										Foreign		SPV
Revenues:
Equipment rentals	$	—		$	472		$	327		$	159	$	—		$	—		$	958
Sales of rental equipment	—			41			21			11		—			—			73
Sales of new equipment	—			17			9			10		—			—			36
Contractor supplies sales	—			18			13			12		—			—			43
Service and other revenues	—			22			11			9		—			—			42
Total revenues	—			570			381			201		—			—			1,152
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			234			168			77		—			—			479
Depreciation of rental equipment	—			108			66			28		—			—			202
Cost of rental equipment sales	—			26			14			6		—			—			46
Cost of new equipment sales	—			14			7			8		—			—			29
Cost of contractor supplies sales	—			13			9			8		—			—			30
Cost of service and other revenues	—			9			4			4		—			—			17
Total cost of revenues	—			404			268			131		—			—			803
Gross profit	—			166			113			70		—			—			349
Selling, general and administrative expenses	13			71			65			35		11			—			195
Restructuring charge	—			2			1			—		—			—			3
Non-rental depreciation and amortization	7			8			9			2		—			—			26
Operating (loss) income	(20		)	85			38			33		(11		)	—			125
Interest expense (income), net	6			104			3			1		2			(3		)	113
Interest expense-subordinated convertible debentures	4			—			—			—		—			—			4
Other (income) expense, net	(32		)	25			15			6		(18		)	—			(4		)
Income (loss) before provision (benefit) for income taxes	2			(44		)	20			26		5			3			12
Provision (benefit) for income taxes	—			2			(6		)	9		(1		)	—			4
Income (loss) from continuing operations	2			(46		)	26			17		6			3			8
Loss from discontinued operation, net of taxes	—			(1		)	—			—		—			—			(1		)
Income (loss) before equity in net earnings (loss) of subsidiaries	2			(47		)	26			17		6			3			7
Equity in net earnings (loss) of subsidiaries	5			52			20			—		—			(77		)	—
Net income (loss)	7			5			46			17		6			(74		)	7
Other comprehensive income (loss)	13			13			13			6		—			(32		)	13
Comprehensive income (loss)	$	20		$	18		$	59		$	23	$	6		$	(106	)	$	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 Six Months Ended June 30, 2012



	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	7		$	359		$	150		$	62		$	(236	)	$	—	$	342
Net cash used in investing activities	(7		)	(1,675		)	(152		)	(60		)	—			—		(1,894		)
Net cash provided by (used in) financing activities	—			1,324			2			(5		)	236			—		1,557
Effect of foreign exchange rates	—			—			—			—			—			—		—
Net increase (decrease) in cash and cash equivalents	—			8			—			(3		)	—			—		5
Cash and cash equivalents at beginning of period	—			6			—			30			—			—		36
Cash and cash equivalents at end of period	$	—		$	14		$	—		$	27		$	—		$	—	$	41

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Six Months Ended June 30, 2011



	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by (used in) operating activities	$	6		$	121		$	136		$	41		$	(8	)	$	—	$	296
Net cash used in investing activities	(6		)	(159		)	(138		)	(184		)	—			—		(487		)
Net cash provided by (used in) financing activities	—			37			2			(8		)	8			—		39
Effect of foreign exchange rates	—			—			—			7			—			—		7
Net decrease in cash and cash equivalents	—			(1		)	—			(144		)	—			—		(145		)
Cash and cash equivalents at beginning of period	—			4			—			199			—			—		203
Cash and cash equivalents at end of period	$	—		$	3		$	—		$	55		$	—		$	—	$	58


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

Executive Overview

We are the largest equipment rental company in the world, with an integrated network of 969 rental locations in the United States and Canada. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $ 7.3 billion , and a national branch network that operates in 48 states and every Canadian province, and serves 99 of the largest 100 metropolitan areas in the United States. In addition, our size gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is better maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

We offer approximately 3,400 classes of equipment for rent to a diverse customer base that includes construction and

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industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. Our revenues are derived from the following sources: equipment rentals, sales of rental equipment, sales of new equipment, contractor supplies sales and service and other revenues. Equipment rentals represented 83 percent of total revenues for the six months ended June 30, 2012 .

For the past several years, we have focused on optimizing the profitability of our core rental business through revenue growth and margin expansion. To achieve this, we have developed a strategy focused on customer segmentation, rate management, fleet management and disciplined cost control. Additionally, we are continuing to strengthen our competitiveness through customer service excellence. This strategy calls for a superior standard of service to customers, often provided through a single point of contact; an increasing proportion of revenues derived from larger accounts; and a targeted presence in industrial and specialty markets.

On April 30, 2012 (“the acquisition date”), we acquired 100 percent of the outstanding common shares and voting interest of RSC Holdings, Inc. (“RSC”). The results of RSC's operations have been included in the condensed consolidated financial statements since that date. RSC was one of the largest equipment rental providers in North America, and had a network of 440 rental locations in 43 U.S. states and three Canadian provinces as of December 31, 2011 . We believe that the acquisition will create a leading North American equipment rental company with a more attractive business mix, greater scale and enhanced growth prospects, and that the acquisition will provide us with financial benefits including reduced operating expenses and additional revenue opportunities. For additional information concerning the RSC acquisition, see note 2 to our condensed consolidated financial statements.

During the six months ended June 30, 2012 , year over year, our rental rates increased 7.4 percent and the volume of OEC on rent increased 42.9 percent, which we believe reflects, in addition to the impact of the RSC acquisition, modest improvements in our operating environment, a secular shift from ownership to the rental of construction-related equipment, and our increased focus on National Accounts and other large customers. National Accounts are generally defined as customers with potential annual equipment rental spend of at least $500,000 (actual dollars) or customers doing business in multiple locations. Although there is no certainty that these trends will continue, we believe that our strategy will strengthen our leadership position in a recovery.

Financial Overview

(Loss) income from continuing operations. (Loss) income from continuing operations and diluted (loss) earnings per share from continuing operations for the three and six months ended June 30, 2012 and 2011 were as follows:



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011
(Loss) income from continuing operations	$	(52	)	$	28	$	(39	)	$	8
Diluted (loss) earnings per share from continuing operations	$	(0.63	)	$	0.38	$	(0.53	)	$	0.10

(Loss) income from continuing operations and diluted (loss) earnings per share from continuing operations for the three and six months ended June 30, 2012 and 2011 include the impacts of the following special items (amounts presented on an after-tax basis):

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	Three Months Ended June 30,												Six Months Ended June 30,
	2012						2011						2012						2011
	Contribution to loss from continuing operations (after-tax)			Impact on diluted loss per share from continuing operations			Contribution to income from continuing operations (after-tax)			Impact on diluted earnings per share from continuing operations			Contribution to loss from continuing operations (after-tax)			Impact on diluted loss per share from continuing operations			Contribution to income from continuing operations (after-tax)			Impact on diluted earnings per share from continuing operations
RSC merger related costs (1)	$	(49	)	$	(0.60	)	$	—		$	—		$	(55	)	$	(0.76	)	$	—		$	—
RSC merger related intangible asset amortization (2)	(18		)	(0.21		)	—			—			(18		)	(0.24		)	—			—
Impact on rental depreciation related to acquired RSC fleet (3)	2			0.02			—			—			2			0.02			—			—
Impact on used equipment cost of sales related to fair value mark-up of acquired RSC fleet (4)	(4		)	(0.05		)	—			—			(4		)	(0.05		)	—			—
Pre-close RSC merger related interest expense (5)	(10		)	(0.12		)	—			—			(18		)	(0.25		)	—			—
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (6)	1			0.01			—			—			1			0.01			—			—
Restructuring charge (7)	(33		)	(0.39		)	(1		)	(0.01		)	(33		)	(0.44		)	(2		)	(0.02		)
Asset impairment charge (8)	(2		)	(0.02		)	(1		)	(0.01		)	(2		)	(0.02		)	(1		)	(0.01		)
Loss on repurchase/redemption of debt securities and retirement of subordinated convertible debentures	—			—			—			—			—			—			*			(0.01		)
Gain on sale of software subsidiary (9)	6			0.07			—			—			6			0.08			—			—


*	Amount is less than $1.


(1)	This reflects transaction costs associated with the acquisition of RSC discussed in note 2 to our condensed consolidated financial statements.


(2)	This reflects the amortization of the intangible assets acquired in the RSC acquisition.


(3)	This reflects the impact of extending the useful lives of equipment acquired in the RSC acquisition, net of the impact of additional depreciation associated with the fair value mark-up of such equipment.


(4)	This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC acquisition. The costs relate to equipment acquired in the RSC acquisition and sold in the periods indicated.


(5)	As discussed in note 8 to our condensed consolidated financial statements, in March 2012 , we issued $ 2,825 of debt in connection with the RSC merger. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.


(6)	This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note 8 to our condensed consolidated financial statements for additional detail on the acquired debt.


(7)	As discussed below (see “Restructuring charge”), this primarily reflects severance costs and branch closure charges associated with the RSC merger.


(8)	This charge primarily reflects write-offs of leasehold improvements and other fixed assets.


(9)	This reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.

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In addition to the matters discussed above, our 2012 performance reflects increased gross profit from equipment rentals and sales of rental equipment. Additionally, during the three and six months ended June 30, 2012 we recognized a $9 benefit in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves as compared to a benefit of $2 recognized during the three and six months ended June 30, 2011 . The three and six months ended June 30, 2012 also include a deferred tax charge of $8 related to the RSC acquisition, after which, and with consideration to other tax items, the effective tax rates were 18.8 percent and 13.3 percent for the three and six months ended June 30, 2012 , respectively.

EBITDA GAAP Reconciliations. EBITDA represents the sum of net (loss) income, loss from discontinued operation, net of taxes, (benefit) provision 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 RSC merger related costs, restructuring charge, stock compensation expense, net, the impact on used equipment cost of sales related to the fair value mark-up of the acquired RSC fleet and the gain on sale of software subsidiary. 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 reconciliations, 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 income (loss) or cash flow from operating activities as indicators of operating performance or liquidity.

The table below provides a reconciliation between net (loss) income and EBITDA and adjusted EBITDA:



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011
Net (loss) income	$	(52	)	$	27	$	(39	)	$	7
Loss from discontinued operation, net of taxes	—			1		—			1
(Benefit) provision for income taxes	(12		)	11		(6		)	4
Interest expense, net	121			57		189			113
Interest expense – subordinated convertible debentures	1			2		2			4
Depreciation of rental equipment	172			103		287			202
Non-rental depreciation and amortization	49			14		63			26
EBITDA	$	279		$	215	$	496		$	357
RSC merger related costs (1)	80			—		90			—
Restructuring charge (2)	53			2		53			3
Stock compensation expense, net (3)	9			4		13			6
Impact on used equipment cost of sales related to fair value mark-up of acquired RSC fleet (4)	7			—		7			—
Gain on sale of software subsidiary (5)	(10		)	—		(10		)	—
Adjusted EBITDA	$	418		$	221	$	649		$	366

The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA:

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	Six Months Ended
	June 30,
	2012			2011
Net cash provided by operating activities	$	342		$	296
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Loss from discontinued operation, net of taxes	—			1
Amortization of deferred financing costs and original issue discounts	(12		)	(11		)
Gain on sales of rental equipment	54			27
Gain on sales of non-rental equipment	2			1
Gain on sale of software subsidiary (5)	10			—
RSC merger related costs (1)	(90		)	—
Restructuring charge (2)	(53		)	(3		)
Stock compensation expense, net (3)	(13		)	(6		)
Loss on retirement of subordinated convertible debentures	—			(1		)
Changes in assets and liabilities	98			(61		)
Cash paid for interest, including subordinated convertible debentures	134			98
Cash paid for income taxes, net	24			16
EBITDA	$	496		$	357
Add back:
RSC merger related costs (1)	90			—
Restructuring charge (2)	53			3
Stock compensation expense, net (3)	13			6
Impact on used equipment cost of sales related to fair value mark-up of acquired RSC fleet (4)	7			—
Gain on sale of software subsidiary (5)	(10		)	—
Adjusted EBITDA	$	649		$	366

___________________


(1)	This reflects transaction costs associated with the RSC acquisition discussed above.


(2)	As discussed below (see “Restructuring charge”), this primarily reflects severance costs and branch closure charges associated with the RSC merger.


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


(4)	This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC acquisition. The costs relate to equipment acquired in the RSC acquisition and sold in the periods indicated.


(5)	This reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.

For the three months ended June 30, 2012 , EBITDA increased $ 64 , or 29.8 percent, and adjusted EBITDA increased $197 , or 89.1 percent. The EBITDA increase primarily reflects increased profit from equipment rentals, partially offset by the impact of the RSC merger related costs and restructuring charge, and the adjusted EBITDA increase primarily reflects increased profit from equipment rentals. For the three months ended June 30, 2012 , EBITDA margin decreased 6.1 percentage points to 28.1 percent, and adjusted EBITDA margin increased 7.0 percentage points to 42.1 percent. The decrease in EBITDA margin primarily reflects the impact of the RSC merger related costs and restructuring charge, partially offset by increased margins from equipment rentals and improved selling, general and administrative leverage. The increase in adjusted EBITDA margin primarily reflects increased margins from equipment rentals and improved selling, general and administrative leverage, partially offset by decreased margins from sales of rental equipment. For the six months ended June 30, 2012 , EBITDA increased $139 , or 38.9 percent, and adjusted EBITDA increased $283 , or 77.3 percent. The EBITDA increase primarily reflects increased profit from equipment rentals, partially offset by the impact of the RSC merger related costs and restructuring charge, and the adjusted EBITDA increase primarily reflects increased profit from equipment rentals. For the six months ended June 30, 2012 , EBITDA margin decreased 0.9 percentage points to 30.1 percent, and adjusted EBITDA margin increased 7.6 percentage points to 39.4 percent. The decrease in EBITDA margin primarily reflects the impact of the RSC merger related costs and restructuring charge, partially offset by increased margins from equipment rentals and improved selling, general and

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administrative leverage. The increase in adjusted EBITDA margin primarily reflects increased margins from equipment rentals and improved selling, general and administrative leverage, partially offset by decreased margins from sales of rental equipment.

Results of Operations

As discussed in note 3 to our condensed consolidated financial statements, our reportable segments are general rentals and trench safety, power and HVAC (“heating, ventilating and air conditioning”). 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. The trench safety, power and HVAC segment includes the rental of equipment for underground construction, temporary power, climate control and disaster recovery, and related services such as training. The trench safety, power and HVAC segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. The trench safety, power and HVAC segment operates throughout the United States and in Canada.

As discussed in note 3 to our condensed consolidated financial statements, we aggregate our 12 geographic regions—Eastern Canada, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid-Central, Midwest, Mountain West, Northeast, Northwest, South, Southeast and Southwest—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 June 30, 2012 , certain of our regions had equipment rentals gross margins that varied by between 10 percent and 23 percent from the equipment rentals gross margins of the aggregated general rentals' regions over the same period. For the six months ended June 30, 2012 , the aggregate general rentals' equipment rentals gross margin increased 7.0 percentage points to 34.8 percent, primarily reflecting increased rental rates, a 1.0 percentage point increase in time utilization, which is calculated by dividing the amount of time equipment is on rent by the amount of time we have owned the equipment, and cost improvements. As compared to the equipment rentals revenue increase of 42.9 percent, aggregate repairs and maintenance and delivery costs increased 30.9 percent due primarily to higher rental volume, compensation costs increased 28.1 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition, building and property costs increased 16.8 percent due primarily to the impact of the RSC acquisition and insurance decreased 26.0 percent due primarily to our provision for self-insurance reserves. Our equipment rental revenue increased more than our costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization.

For the five year period ended June 30, 2012 , the general rentals' region with the lowest equipment rentals gross margin was the Southeast . The Southeast region's equipment rentals gross margin of 26.0 percent for the five year period ended June 30, 2012 was 23 percent less than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The Southeast region's equipment rentals gross margin was less than the other general rentals' regions during this period as it experienced more significant declines in its end markets than the other regions, which led to more competitive pricing pressure and lower fleet investment. For the six months ended June 30, 2012 , the Southeast region's equipment rentals gross margin increased 5.9 percentage points to 30.9 percent, primarily reflecting a 5.6 percent rental rate increase and cost improvements, partially offset by a 0.9 percentage point decrease in time utilization. As compared to equipment rentals revenue, which increased 31.5 percent, depreciation of rental equipment increased 25.7 percent due primarily to an increase in average OEC, repairs and maintenance increased 11.6 percent due primarily to higher rental volume, compensation costs increased 24.6 percent, and building and property costs increased 14.3 percent. Rental rate changes are calculated based on the year over year variance in average contract rates, weighted by the prior period revenue mix. Rental rate calculations are only available on a pro forma basis (that is, including the results of operations of RSC for all periods presented).

For the five year period ended June 30, 2012 , the general rentals' region with the highest equipment rentals gross margin was the Northeast . The Northeast region's equipment rentals gross margin of 36.9 percent for the five year period ended June 30, 2012 was 13 percent more than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The Northeast region's equipment rentals gross margin was more than the other general rentals' regions during this period as its end markets were more stable than the other regions, which resulted in stronger pricing. For the six months ended June 30, 2012 , the Northeast region's equipment rentals gross margin increased 3.8 percentage points to 36.0 percent, primarily reflecting an 8.7 percent rental rate increase and cost improvements, partially offset by a 1.6 percentage point decrease in time utilization. As compared to equipment rentals revenue, which increased 27.4 percent, aggregate repairs and maintenance and delivery costs increased 19.4 percent due primarily to higher rental volume, compensation costs increased 12.5 percent, and building and property costs increased 8.1 percent.

Although the margins for certain of our general rentals' regions exceeded a 10 percent variance level for the five year period ended June 30, 2012 , we expect convergence going forward given management's focus on cost cutting, improved processes and fleet sharing. Although we believe aggregating these regions into our general rentals reporting segment for

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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 equipment rentals gross profit. 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:



	General rentals		Trench safety, power and HVAC		Total
Three Months Ended June 30, 2012
Equipment rentals	$	781	$	64	$	845
Sales of rental equipment	78		3		81
Sales of new equipment	20		2		22
Contractor supplies sales	21		2		23
Service and other revenues	21		1		22
Total revenue	$	921	$	72	$	993
Three Months Ended June 30, 2011
Equipment rentals	$	479	$	45	$	524
Sales of rental equipment	40		1		41
Sales of new equipment	18		3		21
Contractor supplies sales	20		2		22
Service and other revenues	20		1		21
Total revenue	$	577	$	52	$	629
Six Months Ended June 30, 2012
Equipment rentals	$	1,256	$	112	$	1,368
Sales of rental equipment	152		5		157
Sales of new equipment	37		3		40
Contractor supplies sales	37		4		41
Service and other revenues	41		2		43
Total revenue	$	1,523	$	126	$	1,649
Six Months Ended June 30, 2011
Equipment rentals	$	879	$	79	$	958
Sales of rental equipment	70		3		73
Sales of new equipment	32		4		36
Contractor supplies sales	40		3		43
Service and other revenues	40		2		42
Total revenue	$	1,061	$	91	$	1,152

Equipment rentals . For the three months ended June 30, 2012 , equipment rentals of $ 845 increased $ 321 , or 61.3 percent, as compared to the same period in 2011, primarily reflecting a 63.7 percent increase in the volume of OEC on rent and a 7.4 percent rental rate increase, partially offset by changes in rental mix. There are two components of rental mix that impact equipment rentals: 1) the type of equipment rented and 2) the duration of the rental contract (daily, weekly and monthly). In 2012, we increased the portion of equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent, but produces higher margins as there are less transaction costs. As discussed above, we acquired RSC on April 30, 2012 , and the results of RSC's operations have been included in our condensed consolidated financial statements since that date. The impact of the RSC acquisition on equipment rentals is primarily reflected in the increase in the volume of OEC on rent. Equipment rentals represented 85 percent of total revenues for the three months ended June 30, 2012 . On a segment basis, equipment rentals represented 85 percent and 89 percent of total revenues for the

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three months ended June 30, 2012 for general rentals and trench safety, power and HVAC, respectively. General rentals equipment rentals increased $ 302 , or 63.0 percent, primarily reflecting a 63.8 percent increase in the volume of OEC on rent and increased rental rates, partially offset by an increase in the portion of equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent. Trench safety, power and HVAC equipment rentals increased $ 19 , or 42.2 percent, primarily reflecting an increase in the volume of OEC on rent. Trench safety, power and HVAC average OEC for the three months ended June 30, 2012 increased 59 percent as compared to the same period in 2011. Capitalizing on the demand for the higher margin equipment rented by our trench safety, power and HVAC segment has been a key component of our strategy in 2012 and 2011. The trench safety, power and HVAC equipment rentals growth was less than the increase in average OEC primarily due to OEC mix, as a significant portion of the OEC growth was in product lines that generate less revenue per OEC dollar, such as power and HVAC equipment. Our revenues fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.

For the six months ended June 30, 2012 , equipment rentals of $ 1,368 increased $ 410 , or 42.8 percent, as compared to the same period in 2011, primarily reflecting a 42.9 percent increase in the volume of OEC on rent and a 7.4 percent rental rate increase, partially offset by an increase in the portion of equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent. Equipment rentals represented 83 percent of total revenues for the six months ended June 30, 2012 . On a segment basis, equipment rentals represented 82 percent and 89 percent of total revenues for the six months ended June 30, 2012 for general rentals and trench safety, power and HVAC, respectively. General rentals equipment rentals increased $ 377 , or 42.9 percent, primarily reflecting a 42.2 percent increase in the volume of OEC on rent and increased rental rates, partially offset by an increase in the portion of equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent. Trench safety, power and HVAC equipment rentals increased $ 33 , or 41.8 percent, primarily reflecting an increase in the volume of OEC on rent. Trench safety, power and HVAC average OEC for the six months ended June 30, 2012 increased 62 percent as compared to the same period in 2011. The trench safety, power and HVAC equipment rentals growth was less than the increase in average OEC primarily due to OEC mix, as a significant portion of the OEC growth was in product lines that generate less revenue per OEC dollar, such as power and HVAC equipment.

We believe that the rate and volume improvements for the three and six months ended June 30, 2012 reflect, in addition to the impact of the RSC acquisition, a combination of the following factors: a modest improvement in our operating environment; a shift from customer ownership to the rental of construction equipment; and the benefit of our strategy, particularly our increased focus on National Accounts and other large customers that tend to rent more equipment for longer periods of time. As discussed above, the results of RSC's operations have been included in our condensed consolidated financial statements since the April 30, 2012 acquisition date. The RSC acquisition contributed to the volume improvements for the three and six months ended June 30, 2012 . The total OEC of our fleet of rental equipment was $ 7.3 billion , including the acquired RSC fleet, as of June 30, 2012 as compared to $4.0 billion as of December 31, 2011.

Sales of rental equipment . For the six months ended June 30, 2012 , sales of rental equipment represented approximately 10 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three and six months ended June 30, 2012 , sales of rental equipment increased 97.6 percent and 115.1 percent, respectively, as compared to the same periods in 2011, primarily reflecting increased volume and improved pricing in a stronger retail market and the impact of the RSC acquisition. The increased sales also reflect management of our fleet size and mix in anticipation of increased rental capital expenditures in 2012. For the full year 2012, we expect gross rental capital expenditures of between $ 1.3 billion and $ 1.4 billion.

Sales of new equipment. For the six months ended June 30, 2012 , sales of new equipment represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three and six months ended June 30, 2012 , sales of new equipment increased 4.8 percent and 11.1 percent, respectively, as compared to the same periods in 2011, primarily reflecting changes in the mix of equipment sold. In 2012, we sold a larger proportion of higher cost equipment, such as forklifts and large boom lifts, which generate more revenue per unit 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. For the six months ended June 30, 2012 , contractor supplies sales represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three and six months ended June 30, 2012 , contractor supplies sales increased 4.5 percent and decreased 4.7 percent, respectively, as compared to the same periods in 2011. The increase for the three months ended June 30, 2012 primarily reflects the impact of the RSC acquisition. The decrease for the six months ended June 30, 2012 is primarily due to a reduction in the volume of supplies sold, which reflects our continued efforts to position contractor supplies as a complementary offering to equipment rentals. Our strategy over the past several years has focused on our core rental business. This strategy included substantially increasing the proportion of revenue derived from our core rental business,

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which increased from 71 percent in 2007 to 82 percent in 2011. As we focused on our core rental business, contractor supplies was repositioned as a complementary offering to equipment rentals, and the proportion of revenue derived from contractor supplies decreased substantially, from 10 percent in 2007 to 3 percent in 2011, while the gross margin from contractor supplies sales increased significantly from 19 percent in 2007 to 32 percent in 2011, as we adjusted our product mix to reduce or eliminate lower margin items.

Service and other revenues . Service and other revenues primarily represent our revenues earned from providing repair and maintenance services (including parts sales). For the six months ended June 30, 2012 , service and other revenues represented approximately 3 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three and six months ended June 30, 2012 , service and other revenues increased 4.8 and 2.4 percent, respectively, as compared to the same periods in 2011.

Segment Equipment Rentals Gross Profit

Segment equipment rentals gross profit and gross margin were as follows:



	General rentals			Trench safety, power and HVAC			Total
Three Months Ended June 30, 2012
Equipment Rentals Gross Profit	$	293		$	30		$	323
Equipment Rentals Gross Margin	37.5		%	46.9		%	38.2		%
Three Months Ended June 30, 2011
Equipment Rentals Gross Profit	$	156		$	19		$	175
Equipment Rentals Gross Margin	32.6		%	42.2		%	33.4		%
Six Months Ended June 30, 2012
Equipment Rentals Gross Profit	$	437		$	48		$	485
Equipment Rentals Gross Margin	34.8		%	42.9		%	35.5		%
Six Months Ended June 30, 2011
Equipment Rentals Gross Profit	$	244		$	33		$	277
Equipment Rentals Gross Margin	27.8		%	41.8		%	28.9		%

General rentals . For the three months ended June 30, 2012 , equipment rentals gross profit increased by $ 137 and equipment rentals gross margin increased by 4.9 percentage points from 2011, primarily reflecting increased rental rates and cost improvements, partially offset by a 0.2 percentage point decrease in time utilization. As compared to the equipment rentals revenue increase of 63.0 percent, aggregate repairs and maintenance and delivery costs increased 48.0 percent due primarily to higher rental volume, compensation costs increased 52.0 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition, building and property costs increased 43.0 percent due primarily to the impact of the RSC acquisition and insurance decreased 56.1 percent due primarily to our provision for self-insurance reserves. The revenue and cost increases all reflect the impact of the RSC acquisition since the April 30, 2012 acquisition date. Equipment rental revenue increased more than costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the three months ended June 30, 2012 and 2011, time utilization was 67.7 percent and 67.9 percent, respectively. For the six months ended June 30, 2012 , equipment rentals gross profit increased by $ 193 and equipment rentals gross margin increased by 7.0 percentage points from 2011, primarily reflecting increased rental rates, a 1.0 percentage point increase in time utilization and cost improvements. As compared to the equipment rentals revenue increase of 42.9 percent, aggregate repairs and maintenance and delivery costs increased 30.9 percent due primarily to higher rental volume, compensation costs increased 28.1 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition, building and property costs increased 16.8 percent due primarily to the impact of the RSC acquisition and insurance decreased 26.0 percent due primarily to our provision for self-insurance reserves. The revenue and cost increases all reflect the impact of the RSC acquisition since the April 30, 2012 acquisition date. Equipment rental revenue increased more than costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the six months ended June 30, 2012 and 2011, time utilization was 65.9 percent and 64.9 percent, respectively.

Trench safety, power and HVAC . For the three months ended June 30, 2012 , equipment rentals gross profit increased by $11 and equipment rentals gross margin increased by 4.7 percentage points from 2011, primarily reflecting cost improvements and a reduction in lower margin re-rent revenue (equipment we rent from other companies and then rent to customers). As

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compared to the equipment rentals revenue increase of 42.2 percent, compensation costs increased 33.9 percent. For the six months ended June 30, 2012 , equipment rentals gross profit increased by $15 and equipment rentals gross margin increased by 1.1 percentage points from 2011, primarily reflecting cost improvements and a reduction in lower margin re-rent revenue. As compared to the equipment rentals revenue increase of 41.8 percent, compensation costs increased 33.9 percent. The 2012 improvements in equipment rentals gross profit also reflect our strategic focus on the higher margin equipment rented by the trench safety, power and HVAC segment. Trench safety, power and HVAC average OEC for the three and six months ended June 30, 2012 increased 59 percent and 62 percent, respectively, as compared to 2011.

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Total gross margin	37.7	%	33.5	%	35.6	%	30.3	%
Equipment rentals	38.2	%	33.4	%	35.5	%	28.9	%
Sales of rental equipment	30.9	%	31.7	%	34.4	%	37.0	%
Sales of new equipment	22.7	%	19.0	%	20.0	%	19.4	%
Contractor supplies sales	30.4	%	27.3	%	31.7	%	30.2	%
Service and other revenues	63.6	%	61.9	%	62.8	%	59.5	%

For the three months ended June 30, 2012 , total gross margin increased 4.2 percentage points as compared to the same period in 2011, primarily reflecting increased gross margins from equipment rentals. Equipment rentals gross margin increased 4.8 percentage points, primarily reflecting a 7.4 percent rental rate increase and cost improvements, partially offset by a 0.2 percentage point decrease in time utilization. As compared to the equipment rentals revenue increase of 61.3 percent, aggregate repairs and maintenance and delivery costs increased 47.5 percent due primarily to higher rental volume, compensation costs increased 50.7 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition, building and property costs increased 42.2 percent primarily due to the impact of the RSC acquisition and insurance decreased 47.3 percent primarily due to our provision for self-insurance reserves. The revenue and cost increases all reflect the impact of the RSC acquisition since the April 30, 2012 acquisition date. Our equipment rental revenue increased more than our costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the three months ended June 30, 2012 and 2011, time utilization was 67.1 percent and 67.3 percent, respectively.

For the six months ended June 30, 2012 , total gross margin increased 5.3 percentage points as compared to the same period in 2011, primarily reflecting increased gross margins from equipment rentals. Equipment rentals gross margin increased 6.6 percentage points, primarily reflecting a 7.4 percent rental rate increase, a 0.9 percentage point increase in time utilization and cost improvements. As compared to the equipment rentals revenue increase of 42.8 percent, aggregate repairs and maintenance and delivery costs increased 32.0 percent due primarily to higher rental volume, compensation costs increased 28.5 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition, and building and property costs increased 17.9 percent primarily due to the impact of the RSC acquisition and insurance decreased 20.9 percent primarily due to our provision for self-insurance reserves. The revenue and cost increases all reflect the impact of the RSC acquisition since the April 30, 2012 acquisition date. Our equipment rental revenue increased more than our costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the six months ended June 30, 2012 and 2011, time utilization was 65.2 percent and 64.3 percent, respectively.

Selling, general and administrative expenses (“SG&A”) . SG&A expense information for the three and six months ended June 30, 2012 and 2011 was as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Total SG&A expenses	$	146		$	100		$	248		$	195
SG&A as a percentage of revenue	14.7		%	15.9		%	15.0		%	16.9		%

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 June 30, 2012 , SG&A expense of $146 increased $46 as compared to 2011. The increase in SG&A

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primarily reflects increased compensation costs associated with increased revenues, improved profitability and increased headcount following the RSC acquisition. As a percentage of revenue, SG&A decreased 1.2 percentage points year over year. For the six months ended June 30, 2012 , SG&A expense of $248 increased $53 as compared to 2011. The increase in SG&A primarily reflects increased compensation costs associated with increased revenues, improved profitability and increased headcount following the RSC acquisition. As a percentage of revenue, SG&A decreased 1.9 percentage points year over year.

RSC merger related costs. As discussed above, in the second quarter of 2012, we completed the acquisition of RSC. The three and six months ended June 30, 2012 include acquisition-related costs of $80 and $90 , respectively, primarily related to financial and legal advisory fees. The fees for the three and six months ended June 30, 2012 include $31 of interim bridge financing fees.

Restructuring charge. For the three and six months ended June 30, 2012 , the restructuring charges of $53 primarily reflect severance costs and branch closure charges associated with the RSC merger. The branch closure charges primarily reflect continuing lease obligations at vacant facilities. For the three and six months ended June 30, 2011 , the restructuring charges of $2 and $3 , respectively, primarily reflected branch closure charges due to continuing lease obligations at vacant facilities. We expect to incur an additional $60 to $80 of charges in connection with the restructuring, which is expected to be substantially complete by March 31, 2013 .

Non-rental depreciation and amortization for the three and six months ended June 30, 2012 and 2011 was as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Non-rental depreciation and amortization	$	49	$	14	$	63	$	26

Non-rental depreciation and amortization for the three and six months ended June 30, 2012 increased $35 , or 250 percent, and $37 , or 142 percent, respectively, as compared to 2011. Non-rental depreciation and amortization for the three and six months ended June 30, 2012 increased primarily due to the 2012 acquisition of RSC discussed in note 2 to our condensed consolidated financial statements.

Interest expense, net for the three and six months ended June 30, 2012 and 2011 was as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Interest expense, net	$	121	$	57	$	189	$	113

Interest expense, net for the three and six months ended June 30, 2012 increased $ 64 , or 112 percent, and $76 , or 67 percent, respectively, as compared to 2011. As discussed in note 8 to our condensed consolidated financial statements, in March 2012 , we issued $2,825 of debt ("the merger financing notes") in connection with the RSC acquisition. Upon completion of the RSC acquisition, we also assumed RSC's debt that remained after repayment of certain of RSC's senior debt. Interest expense, net for the three and six months ended June 30, 2012 includes $16 and $29 , respectively, of interest recorded on the merger financing notes prior to the closing of the merger. Interest expense, net for the three and six months ended June 30, 2012 increased primarily due to increased average outstanding debt, including the debt issued and assumed in connection with the RSC acquisition, as compared to 2011.

Other income, net for the three and six months ended June 30, 2012 and 2011 was as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Other income, net	$	(12	)	$	(3	)	$	(13	)	$	(4	)

The 2012 increases in other income, net primarily reflect a $10 gain recognized upon the sale of a former subsidiary that developed and marketed software.

Income taxes. The following table summarizes our continuing operations (benefit) provision for income taxes and the related effective tax rates for the three and six months ended June 30, 2012 and 2011:

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	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(Loss) income from continuing operations before (benefit) provision for income taxes	$	(64	)	$	39		$	(45	)	$	12
(Benefit) provision for income taxes	(12		)	11			(6		)	4
Effective tax rate	18.8		%	28.2		%	13.3		%	33.3		%

The differences between the 2012 and 2011 effective tax rates and the U.S. federal statutory income tax rate of 35 percent primarily relate 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. Additionally, the three and six months ended June 30, 2012 include a deferred tax charge of $8 related to the RSC acquisition.

Balance sheet. The increases in our balance sheet from December 31, 2011 to June 30, 2012 primarily reflect the impact of the RSC acquisition. See note 2 to our condensed consolidated financial statements for a summary of the estimated fair values of the RSC assets acquired and liabilities assumed.

Liquidity and Capital Resources

Liquidity and Capital Markets Activity. 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.

As discussed in note 8 to our condensed consolidated financial statements, in March 2012 , in connection with the RSC acquisition, we issued $750 aggregate principal amount of 5 ³ / ₄ percent Senior Secured Notes due 2018, $750 aggregate principal amount of 7 ³ / ₈ percent Senior Notes due 2020 and $1,325 aggregate principal amount of 7 ⁵ / ₈ percent Senior Notes due 2022. In March 2012, the size of the ABL facility was increased to $1.9 billion . Additionally, as discussed in note 8 to our condensed consolidated financial statements, upon completion of the RSC acquisition in April 2012, we assumed RSC's debt that remained after repayment of certain of RSC's senior debt.

As previously announced, in connection with the RSC acquisition, our Board authorized a stock buyback of up to $200 of Holdings' common stock. As of July 13, 2012 , we have repurchased $ 100 of Holdings' common stock and our intent is to complete the stock buyback within 18 months after the April 30, 2012 closing of the RSC acquisition.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under our ABL facility and accounts receivable securitization facility. As of June 30, 2012 , we had (i) $ 494 of borrowing capacity, net of $ 119 of letters of credit, available under the ABL facility, (ii) $ 20 of borrowing capacity available under the accounts receivable securitization facility and (iii) cash and cash equivalents of $ 41 . Cash equivalents at June 30, 2012 consist of direct obligations of financial institutions rated A or better. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

As of June 30, 2012 , $ 1,287 and $252 were outstanding under the ABL facility and the accounts receivable securitization facility, respectively. The interest rates applicable to the ABL facility and the accounts receivable securitization facility at June 30, 2012 were 2.3 percent and 0.9 percent , respectively. During the six months ended June 30, 2012 , the monthly average amounts outstanding under the ABL facility and the accounts receivable securitization facility were $1,048 and $230 , respectively, and the weighted-average interest rates thereon were 2.4 percent and 0.9 percent , respectively. The maximum month-end amounts outstanding under the ABL facility and the accounts receivable securitization facility during the six months ended June 30, 2012 were $1,287 and $252 , respectively. During the six months ended June 30, 2012 , the maximum amount outstanding under the ABL facility exceeded the average amount outstanding primarily due to additional borrowings in connection with the RSC acquisition.

We expect that our principal needs for cash relating to our 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, (iv) debt service, and (v) acquisitions. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit.

To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a

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result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of July 13, 2012 were as follows:



	Corporate Rating	Outlook
Moody’s	B2	Stable
Standard & Poor’s	B	Positive
Fitch	B	Stable

A security rating is not a recommendation to buy, sell or hold securities. 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 by a rating agency in the future.

The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. Our gross and net rental capital expenditures have increased significantly in 2012 relative to 2011. Net rental capital expenditures (defined as purchases of rental equipment less the proceeds from sales of rental equipment) were $ 679 and $ 339 during the six months ended June 30, 2012 and 2011, respectively. For the full year 2012, we expect net rental capital expenditures of between $ 925 and $ 975 , after gross purchases of between $ 1.3 billion and $ 1.4 billion. We expect that we will fund such expenditures from cash generated from operations, proceeds from the sale of rental and non-rental equipment and, if required, borrowings available under the ABL facility and accounts receivable securitization facility.

Loan Covenants and Compliance. As of June 30, 2012 , 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.

As of June 30, 2012 , primarily due to losses sustained in prior years, URNA had limited restricted payment capacity under the most restrictive restricted payment covenants in the indentures governing its outstanding indebtedness. Although this limited capacity restricts our ability to move operating cash flows to Holdings, we do not expect any material adverse impact on Holdings’ ability to meet its cash obligations due to certain intercompany arrangements.

Sources and Uses of Cash. During the six months ended June 30, 2012 , we (i) generated cash from operating activities of $ 342 , (ii) generated cash from the sale of rental and non-rental equipment of $ 169 and (iii) received cash from debt proceeds, net of payments, of $ 1,729 , including $2,825 of proceeds from debt issuances associated with the RSC acquisition, a portion of which was used to repay certain of RSC's senior debt. We used cash during this period principally to (i) purchase rental and non-rental equipment of $ 898 , (ii) purchase other companies for $ 1,175 , (iii) purchase shares of our common stock for $115 and (iv) pay financing costs of $67 . During the six months ended June 30, 2011 , we (i) generated cash from operating activities of $ 296 and (ii) generated cash from the sale of rental and non-rental equipment of $ 81 . We used cash during this period principally to (i) purchase rental and non-rental equipment of $ 425 and (ii) purchase other companies for $ 143 .

Free Cash Flow GAAP Reconciliation. We define “free cash (usage) 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 (usage) flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash (usage) flow should not be considered an alternative to net income (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 (usage) flow.

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	Six Months Ended
	June 30,
	2012			2011
Net cash provided by operating activities	$	342		$	296
Purchases of rental equipment	(836		)	(412		)
Purchases of non-rental equipment	(62		)	(13		)
Proceeds from sales of rental equipment	157			73
Proceeds from sales of non-rental equipment	12			8
Excess tax benefits from share-based payment arrangements, net	(1		)	—
Free cash usage	$	(388	)	$	(48	)

Free cash usage for the six months ended June 30, 2012 was $ 388 , an increase of $ 340 as compared to $ 48 for the six months ended June 30, 2011 . Free cash usage increased primarily due to increased purchases of rental equipment, partially offset by increased proceeds from sales of rental equipment. Free cash usage for the six months ended June 30, 2012 includes the impact of the RSC merger costs discussed above.

Certain Information Concerning Contractual Obligations . The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations as of June 30, 2012 :



	2012		2013		2014		2015		2016		Thereafter		Total
Debt and capital leases (1)	$	290	$	30	$	24	$	185	$	1,797	$	4,942	$	7,268
Interest due on debt (2)	245		479		478		475		433		1,441		3,551
Operating leases (1):
Real estate	59		103		82		66		50		104		464
Non-rental equipment	21		22		17		13		9		16		98
Service agreements (3)	12		—		—		—		—		—		12
Purchase obligations (4)	351		1		—		—		—		—		352
Subordinated convertible debentures (5)	2		4		4		4		4		95		113
Total (6)	$	980	$	639	$	605	$	743	$	2,293	$	6,598	$	11,858

_________________

(1)

The payments due with respect to a period represent (i) in the case of debt and capital leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the minimum lease payments due in such period under non-cancelable operating leases. Our 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they are redeemable at June 30, 2012 . The 4 percent Convertible Senior Notes are reflected in the table above based on the contractual maturity date in 2015.

(2)

Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of June 30, 2012 . As discussed above, our 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they are redeemable at June 30, 2012 . Interest on the 4 percent Convertible Senior Notes is reflected in the table above based on the contractual maturity date in 2015.


(3)	These represent service agreements with third parties to provide wireless and network services, refurbish our aerial equipment and operate the distribution centers associated with contractor supplies.

(4)

As of June 30, 2012 , we had outstanding purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase commitments can be cancelled by us, generally with 30 days notice and without cancellation penalties. The equipment and inventory receipts from the suppliers for these purchases and related payments to the suppliers are expected to be completed throughout 2012 and 2013.


(5)	Represents principal and interest payments on the $ 55 of 6 ¹ / 2 percent subordinated convertible debentures reflected in our consolidated balance sheets as of June 30, 2012 .


(6)	This information excludes $ 7 of unrecognized tax benefits. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities.

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.

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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 associated with our Canadian operations and (iii) equity price risk associated with our convertible debt.

Interest Rate Risk. As of June 30, 2012 , we had an aggregate of $ 1,539 of indebtedness that bears interest at variable rates, comprised of $ 1,287 of borrowings under the ABL facility and $252 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 June 30, 2012 were 2.3 percent for the ABL facility and 0.9 percent for the accounts receivable securitization facility. As of June 30, 2012 , based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $ 9 for each one percentage point increase in the interest rates applicable to our variable rate debt.

At June 30, 2012 , we had an aggregate of $ 5.8 billion of indebtedness that bears interest at fixed rates, including our subordinated convertible debentures. A one percentage point decrease in market interest rates as of June 30, 2012 would increase the fair value of our fixed rate indebtedness by approximately six percent . For additional information concerning the fair value of our fixed rate debt, see note 7 (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 2011 relative to the Company as a whole, a 10 percent change in this exchange rate would cause our annual after-tax earnings to change by approximately $6. We do not engage in purchasing forward exchange contracts for speculative purposes.

Equity Price Risk . In connection with the November 2009 4 percent Convertible Notes offering, Holdings entered into convertible note hedge transactions with option counterparties. The convertible note hedge transactions cost $26, and decreased additional paid-in capital by $17, net of taxes, in our accompanying condensed consolidated statements of stockholders’ equity (deficit). The convertible note hedge transactions cover, subject to anti-dilution adjustments, 15.1 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 $15.56 per share, equal to an approximately 75 percent premium over the $8.89 closing price of our common stock at issuance. The effective conversion price is subject to change in certain circumstances, such as if the 4 percent Convertible Notes are converted prior to May 15, 2015. In the event the market value of our common stock exceeds the effective conversion price 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 $ 35.00 or $ 40.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 8.4 million or 9.2 million shares, respectively. Based on the price of our common stock during the second quarter of 2012, holders of the 4 percent Convertible Notes have the right to redeem the notes during the third quarter of 2012 at a conversion price of $11.11 per share of common stock. Between July 1, 2012 (the beginning of the third quarter) and July 13, 2012 , none of the 4 percent Convertible Senior Notes were redeemed.

If the total $168 outstanding principal amount of the 4 percent Convertible Notes was converted, the total cost to settle the notes would be $514 , assuming a conversion price of $34.04 (the closing price of our common stock on June 30, 2012 ) per share of common stock. The $168 principal amount would be settled in cash, and the remaining $346 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the June 30, 2012 closing stock price, approximately 10 million shares of stock, excluding any stock we would receive from the hedge counterparties as discussed below, would be issued if we settled the entire $346 of conversion value in excess of the principal amount in stock. The total cost to settle would change approximately $ 15 for each $1 (actual dollars) change in our stock price. If the full principal amount was converted at our June 30, 2012 closing stock price, we estimate that we would receive approximately $ 44 in either cash or stock from the hedge counterparties, after which the effective conversion price would be approximately $14.03 . Additionally, $5 principal amount of our 1 ⁷ / 8 percent Convertible Notes was outstanding at June 30, 2012 . If the total $5 outstanding principal amount of the 1 ⁷ / 8 percent Convertible Notes was converted, the total cost to settle the notes would be $7 , assuming a conversion price of $34.04 (the closing price of our common stock on June 30, 2012 ) per share of common stock. The total cost to settle would change by less than $1 for each $1 (actual dollars) change in our stock price. Based on the price of our common stock during the first quarter of 2012, holders of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes had the right to convert the notes during the second quarter of 2012 at a conversion price of $21.83 per share of common stock, and $17 of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes were converted. Upon conversion of the notes, we issued approximately 0.8 million shares of our common stock to the applicable holders of the 1 ⁷ / 8 percent Convertible Senior

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Subordinated Notes. Based on the price of our common stock during the second quarter of 2012, holders of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes may convert the notes during the third quarter of 2012 at a conversion price of $21.83 per share of common stock. Between July 1, 2012 (the beginning of the third quarter) and July 13, 2012 , none of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes were converted.

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Item 4.	Controls and Procedures

Disclosure Controls and Procedures

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

The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of June 30, 2012 . Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2012 .

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

The information set forth under note 9 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 15 to our consolidated financial statements for the year ended December 31, 2011 filed on Form 10-K on January 25, 2012.


Item 1A.	Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our 2011 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 second quarter of 2012:



Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
April 1, 2012 to April 30, 2012	855	(1)	$	43.39	$	—	$	—
May 1, 2012 to May 31, 2012	2,527,672	(1)	$	42.04	2,391,993		100,002,783
June 1, 2012 to June 30, 2012	20,315	(1)	$	31.42	—		—
Total	2,548,842		$	41.95	$	2,391,993	$	100,002,783


(1)	In April 2012 , May 2012 and June 2012 , 855 , 135,679 and 20,315 shares, respectively, 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.


(2)	In December 2012, in connection with the RSC acquisition, our Board announced its intention to authorize a stock buyback of up to $200 million of Holdings' common stock, which we intend to complete within 18 months after the April 30, 2012 closing of the RSC acquisition. Our Board announced its authorization of the stock buyback in April 2012.

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Item 6.	Exhibits



3(a)		Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)

3(b)		By-laws of United Rentals, Inc., amended as of December 20, 2010 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on December 23, 2010)

3(c)*		Restated Certificate of Incorporation of United Rentals (North America), Inc., dated February 17, 2012

3(d)*		By-laws of United Rentals (North America), Inc., dated February 17, 2012

4(a)		First Supplemental Indenture to the 2022 Senior Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(b)		First Supplemental Indenture to the 2020 Senior Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC. Wynne Systems, Inc. and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(c)		First Supplemental Indenture to the 2018 Senior Secured Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(d)		First Supplemental Indenture to the URNA 9.25% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(e)		First Supplemental Indenture to the URNA 10.875% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc., UR Merger Sub Corporation and the Bank of New York Mellon. as Trustee (incorporated by reference to Exhibit 4.5 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(f)		Second Supplemental Indenture to the URNA 8.375% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.6 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(g)		Second Supplemental Indenture to the URNA 1.875% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.7 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(h)		First Supplemental Indenture to the RSC 10.25% Notes dated as of April 30, 2012, between UR Merger Sub Corporation and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.8 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(i)		Second Supplemental Indenture to the RSC 10.25% Notes dated as of April 30, 2012, among UR Merger Sub Corporation, InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC. Wynne Systems, Inc. and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.9 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

4(j)		First Supplemental Indenture to the RSC 8.25% Notes dated as of April 30, 2012, between UR Merger Sub Corporation and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.10 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

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4(k)		Second Supplemental Indenture to the RSC 8.25% Notes dated as of April 30, 2012, among UR Merger Sub Corporation. InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.11 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(a)		Joinder to the Registration Rights Agreement for the 2022 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(b)		Joinder to the Registration Rights Agreement for the 2020 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(c)		Joinder to the Registration Rights Agreement for the 2018 Senior Secured Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(d)		Accession Agreement, dated as of April 30, 2012, to the URI ABL between UR Merger Sub Corporation and Bank of America, N.A. as collateral agent. (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(e)		Supplement to the U.S. Security Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(f)		Supplement to the U.S. Guarantee Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(g)		Supplement to the Canadian Security Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.7 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(h)		Supplement to the Canadian Guarantee Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.8 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(i)		Supplement to the Intellectual Property Security Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.9 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

10(j)*		Form of United Rentals, Inc. 2012 Performance Award Agreement for Senior Management ‡

12*		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

101***		The following materials from the Quarterly Report on Form 10-Q for the Company and URNA, for the quarter ended June 30, 2012, filed on July 17, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statement of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.


*	Filed herewith.


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


***	Submitted pursuant to Rule 406T of Regulation S-T.


‡	Management contract, compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		UNITED RENTALS, INC.

Dated:	July 16, 2012	By:	/ S / J OHN J. F AHEY
			John J. Fahey Vice President, Controller
			and Principal Accounting Officer

		UNITED RENTALS (NORTH AMERICA), INC.

Dated:	July 16, 2012	By:	/ S / J OHN J. F AHEY
			John J. Fahey Vice President, Controller
			and Principal Accounting Officer

Exhibit 3(c)

CERTIFICATE OF INCORPORATION

UR Merger Sub Corporation

FIRST. The name of the corporation is UR MERGER SUB CORPORATION.

SECOND. The address of the corporation's registered office in the State of Delaware is United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, County of Kent 19904. The name of its registered agent at such address is United Corporate Services, Inc.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of all classes of stock which the corporation shall have authority to issue is 200, of which 100 shares of the par value of $0.01 per share shall be designated as Common Stock and 100 shares of the par value of $0.01 per share shall be designated as Preferred Stock. Shares of Preferred Stock may be issued in one or more series from time to time by the board of directors, and the board of directors is expressly authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of Preferred Stock, including without limitation the following:

(a) the distinctive serial designation of such series which shall distinguish it from other series;

(b) the number of shares included in such series;

(c) the dividend rate (or method of determining such rate) payable to the holders of the shares of such series, any conditions upon which such dividends shall be paid and the date or dates upon which such dividends shall be payable;

(d) whether dividends on the shares of such series shall be cumulative and, in the case of shares of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be cumulative;

(e) the amount or amounts which shall be payable out of the assets of the corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up the corporation, and the relative rights of priority, if any, of payment of the shares of such series;

(f) the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events;

(g) the obligation, if any, of the corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(h) whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option of the holder or holders thereof or at the option of the corporation or upon the happening of a specified event or events, into shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, and the price or prices or rate or whether or not the holders of the shares of such series shall have;

(i) voting rights, in addition to the voting rights provided by law, and if so the terms of such voting rights; and rates of exchange or conversion and any adjustments applicable thereto;

(j) any other powers, preferences and rights and qualifications, limitations and restrictions not inconsistent with the General Corporation Law of Delaware.

Unless otherwise provided in the resolution or resolutions of the board of directors or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of any share of Preferred Stock shall be entitled as of right to vote on any amendment or alteration of the Certificate of Incorporation to authorize or create, or increase the authorized amount of, any other class or series of Preferred Stock or any alteration, amendment or repeal of any provision of any other series of Preferred Stock that does not adversely affect in any material respect the rights of the series of Preferred Stock held by such holder.

Except as otherwise required by the General Corporation Law of Delaware or provided in the resolution or resolutions of the board of directors or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of Common Stock, as such, shall be entitled to vote on any amendment or alteration of the Certificate of Incorporation that alters, amends or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the General Corporation Law of Delaware

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any class or series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of such class or series, voting together as a single class, irrespective of the provisions of Section 242(b )(2) of the General Corporation Law of Delaware or any corresponding provision hereafter enacted.

Unless otherwise provided in the resolution or resolutions of the board of directors or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of any share of Preferred Stock shall, in such capacity, be entitled to bring a derivative action, suit or proceeding on behalf of the corporation.

FIFTH. The name and mailing address of the incorporator is Dimitrios Kandylas, Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004.

SIXTH. The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

EIGHTH. The number of directors of the corporation shall be fixed from time to time pursuant to the by-laws of the corporation.

NINTH. Any action required or permitted to be taken by the holders of any class or series of stock of the corporation, including but not limited to the election of directors, may be taken by written consent or consents but only if such consent or consents are signed by all holders of the class or series of stock entitled to vote on such action.

TENTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this Article TENTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal

ELEVENTH. The corporation will, to the fullest extent permitted by law, indemnify any and all officers and directors of the corporation, and may. in the discretion of the board of directors, indemnify any and all other persons whom it shall have power to indemnify, from and against all expenses, liabilities or other matters.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 17th day of February, 2012.

______________________________

Dimitrios Kandylas

Incorporator

Exhibit 3(d)

BY-LAWS

UR MERGER SUB CORPORATION

ARTICLE I

Stockholders

Section 1.1. Annual Meetings . An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings . Special meetings of stockholders may be called at any time by the Chairperson of the Board of Directors, if any, the Vice Chairperson of the Board, if any, the President or the Board, to be held at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held by means of remote communication, as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Corporate Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares of each class of stock entitled to vote at such meeting.

Section 1.3. Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. In addition, if stockholders have consented to receive notices by a form of electronic transmission, then such notice, by facsimile telecommunication, or by electronic mail, shall be deemed to be given when directed to a number or an electronic mail address, respectively, at which the stockholder has consented to receive notice. If such notice is transmitted by a posting on an electronic network together with separate notice to the stockholder of such specific posting, such notice shall be deemed to be given upon the later of (i) such posting, and (ii) the giving of such separate notice. If such notice is transmitted by any other form of electronic transmission, such notice shall be deemed to be given when directed to the stockholder. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in the rules of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 233 of the Delaware General Corporation Law. For purposes of these by-laws, “electronic transmission” means any form of communication, not directly involving the physical

transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form through an automated process.

Section 1.4. Adjournments . Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum . At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, either (i) the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 1.4 of these by-laws until a quorum of such class shall be so present or represented or (ii), the Chairperson of the meeting may on his or her own motion adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum of such class shall be so present and represented without the approval of the stockholders who are present in person or represented by proxy and entitled to vote, without notice other than announcement at the meeting. Shares of its own capital stock belonging on the record date for determining stockholders entitled to vote at the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization . Meetings of stockholders shall be presided over by the Chairperson of the Board of Directors, if any, or in the absence of the Chairperson of the Board by the Vice Chairperson of the Board, if any, or in the absence of the Vice Chairperson of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Corporate Secretary, or in the absence of the Corporate Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Corporate Secretary and any Assistant Secretary the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies . Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only

as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Corporate Secretary. Voting at meetings of stockholders need not be by written ballot unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, unless otherwise provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation or these by-laws. For purposes of this Section 1.7, votes cast “for” or “against” and “abstentions” with respect to such matter shall be counted as shares of stock of the Corporation entitled to vote on such matter, while “broker non-votes” (or other shares of stock of the Corporation similarly not entitled to vote) shall not be counted as shares entitled to vote on such matter.

Section 1.8. Fixing Date for Determination of Stockholders of Record . In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 1.8 at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail,

return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 1.9. Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this by-law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder, member or proxyholder, or by a person or persons authorized to act for a stockholder, member or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 1.9, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder, member or proxyholder or by a person or persons authorized to act for the stockholder, member or proxyholder and (b) the date on which such stockholder, member or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business of the

Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded if, to the extent and in the manner provided by resolution of the Board of Directors, these by-laws or certificate of incorporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.9.

ARTICLE II

Board of Directors

Section 2.1. Powers; Number; Qualifications . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board shall consist of one or more members, each of whom shall be a natural person, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies . Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors or to the President or the Corporate Secretary. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of the stockholders and his or her successor is elected and qualified or until his or her earlier resignation or removal.

Section 2.3. Regular Meetings . Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

Section 2.4. Special Meetings . Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairperson of the Board, if any, by the Vice Chairperson of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5. Participation in Meetings by Conference Telephone Permitted . Unless otherwise

restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action . At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present.

Section 2.7. Organization . Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in the absence of the Chairperson of the Board by the Vice Chairperson of the Board, if any, or in the absence of the Vice Chairperson of the Board by the President, or in their absence by a chairperson chosen at the meeting. The Corporate Secretary, or in the absence of the Corporate Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Corporate Secretary and any Assistant Secretary the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Action by Directors Without a Meeting . Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9. Compensation of Directors . Unless otherwise restricted by the certificate of incorporation or these by-laws, the Board of Directors shall have the authority to fix the compensation of directors.

ARTICLE III

Committees

Section 3.1. Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these by-laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of

directors) expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these by-laws or (iii) indemnifying directors.

Section 3.2. Committee Rules . Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.

ARTICLE IV

Officers

Section 4.1. Officers; Election . As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer and a Corporate Secretary. The Board may also elect one or more Vice Presidents, one or more Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the certificate of incorporation or these by-laws otherwise provide.

Section 4.2. Term of Office; Resignation; Removal; Vacancies . Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice or electronic transmission to the Board or to the President or the Corporate Secretary. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board at any regular or special meeting.

Section 4.3. Powers and Duties . The Chief Executive Officer of the Corporation shall have such powers in the management of the Corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to such office. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect.

The other officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these by-laws or in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Corporate Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board and any committees in a book to be kept for that purpose. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

Stock

Section 5.1. Stock Certificates and Uncertificated Shares . The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairperson or Vice Chairperson of the Board, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Corporate Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation may not issue stock certificates in bearer form.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

Miscellaneous

Section 6.1. Fiscal Year . The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal . The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees . Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these by-laws.

Section 6.4. Indemnification of Directors, Officers and Employees . Except as provided in this by-law, the Corporation shall indemnify Indemnitees to the full extent permitted by Delaware law. Expenses reasonably incurred by Indemnitee in defending any action, suit,or proceeding, as described in this by-law, shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of Indemnitee to repay such Expenses if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. Indemnitee's obligation to reimburse the Corporation shall be unsecured and no interest shall be charged thereon.

No claim for indemnification shall be paid by the Corporation unless the Corporation has determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Unless ordered by a court, such determinations shall be made by (1) a majority vote of the directors who are not parties to the action, suit or proceeding for which indemnification or advance payment or reimbursement of Expenses is sought, even though less than a quorum, or (2) by a committee of such directors designated by a majority vote of directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by stockholders.

Indemnitee shall promptly notify the Corporation in writing upon the sooner of (a) becoming aware of an action, suit or proceeding where indemnification or the advance payment or reimbursement of Expenses may be sought or (b) being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification or the advance payment or reimbursement of Expenses covered hereunder. The failure of Indemnitee to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to Indemnitee pursuant to this by-law. No claim for indemnification or the advance payment or reimbursement of Expenses shall be made by Indemnitee or paid by the Corporation unless the Indemnitee gives notice to the Corporation in writing of such claim for indemnification within six months after the Indemnitee received notice of the claim, action, suit or proceeding arose under this bylaw.

As a condition to indemnification or the advance payment or reimbursement of Expenses, any demand for payment by Indemnitee hereunder shall be in writing and shall provide reasonable accounting by Indemnitee's legal counsel for the Expenses to be paid by the Corporation.

For the purposes of this by-law, the term “Indemnitee” shall mean any person made or threatened to be made a party, or otherwise involved in any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person or such person's testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee; the term “Corporation” shall include any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any corporation, limited liability company, public limited company, partnership, joint venture, trust, employee benefit plan, fund or other enterprise; service “at the request of the Corporation” shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation; the term “Expenses” shall include all reasonable fees, costs and expenses, including without limitation, attorney's fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes or penalties assessed on Indemnitee with respect to an employee benefit plan, Federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this by-law, penalties and all other disbursements or expenses of the types customarily incurred in connection with defending, preparing to defend, or investigating an actual or threatened action, suit or proceeding (including Indemnitee's counterclaims that directly respond to and negate the affirmative claim made against Indemnitee (“Permitted Counterclaims”) in such action, suit or proceeding, whether civil, criminal, administrative or investigative, but shall exclude the costs of (a) any of Indemnitee's counterclaims, other than Permitted Counterclaims or (b) the fees and costs of enforcing a right to indemnification or advance payment or reimbursement under this by-law.

Any action, suit or proceeding regarding indemnification or advance payment or reimbursement of Expenses arising out of the by-laws or otherwise shall only be brought and heard in Delaware Court of Chancery. In the event of any payment under this by-law, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (under any insurance policy or otherwise), who shall execute all papers required and shall do everything necessary to secure such rights, including the execution of such documents necessary to enable the Corporation to effectively bring suit to enforce such rights. Except as required by law or as otherwise becomes public, Indemnitee will keep confidential any information that arises in connection with this by-law, including but not limited to, claims for indemnification or the advance payment or reimbursement of Expenses, amounts paid or payable under this by-law and any communications between the parties. No amendment of this by-law shall impair the rights of any Indemnitee arising at any time with respect to events occurring prior to such amendment.

Section 6.5. Interested Directors; Quorum . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because such director's or officer's votes are

counted for such purpose, if: (1) the material facts as to director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.6. Form of Records . Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records in accordance with law.

Section 6.7. Amendment of By-Laws . These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

Exhibit 10(j)

2012 Performance award AGREEMENT

Awardee: Name

Date of Grant: June 7, 2012

Target Award Payment:

This PERFORMANCE AWARD AGREEMENT (this “ Agreement ”) is made as of the Date of Grant set forth above by and between UNITED RENTALS, INC. , a Delaware corporation, having an office at Five Greenwich Office Park, Greenwich, CT 06831 (the “ Company ”), and Awardee, currently an employee of the Company or an affiliate of the Company.

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

1. Grant of Award . The Company, pursuant to its Amended and Restated 2010 Long Term Incentive Plan (as may be amended, modified or restated, the “ Plan ”), which is incorporated herein by reference, and subject to the terms and conditions thereof, hereby grants to Awardee (also referred to as “ you ”) a Performance Award in the Target Award Payment amount set forth above (the “ Award ”). The Target Award Payment represents the target dollar value of the Award, and the actual payment, if any (the “ Award Payout ”), is based on the Company's level of achievement of the performance goals set forth on Schedule I (the “ Performance Goals ”) and your individual performance during the applicable performance periods, each as determined by the Compensation Committee of the Board of Directors of the Company (the “ Compensation Committee ”) in its sole discretion. The total Award Payout may range from 0% to 175% of the Target Award Payment. Your failure to sign and return a copy of this Agreement within 30 days of receipt shall automatically effect a cancellation and forfeiture of the Award, except as determined by the Company in its sole discretion.

2. Performance Periods; Performance Determination .

(a)

Performance Periods. The Company's performance will be measured over the following periods: (i) from April 30, 2012 through April 29, 2013 (“ Performance Period 1 ”), (ii) from April 30, 2012 through October 31, 2013 (“ Performance Period 2 ”), and (iii) in the event that the Total Performance Goal (as set forth in Schedule I) is not achieved during Performance Period 2, from April 30, 2012 through April 29, 2014 (the “ Extended Performance Period ”).

(b)

Performance Determination. Based on the achievement of the Performance Goals, there may be an Award Payout following each performance period. As soon as administratively practicable following Performance Period 1, the Compensation Committee shall determine the Company's achievement of the Performance Goals in accordance with Schedule I and your individual performance, the date on which such determination occurs shall be referred to herein as the “ First Determination Date ”. If the Threshold Goal (as set forth on Schedule I) for Performance Period 1 is satisfied, the resulting Award Payout for Performance Period 1 will be made following the First Determination Date in accordance with Section 4. In no event shall the Award Payout for Performance Period 1 exceed 25%

of the Target Award Payment. As soon as administratively practicable following Performance Period 2, the Compensation Committee shall determine the Company's achievement of the Performance Goals in accordance with Schedule I and your individual performance, the date on which such determination occurs shall be referred to herein as the “ Second Determination Date ”. If the Threshold Goal for Performance Period 2 is satisfied, the resulting Award Payout for Performance Period 2 will be made following the Second Determination Date in accordance with Section 4. If the Total Performance Goal (as defined in Schedule I) is not achieved for Performance Period 2, you will be eligible to earn an Award Payout during the Extended Performance Period. As soon as administratively practicable following the Extended Performance Period, the Compensation Committee shall determine the Company's achievement of the Performance Goals in accordance with Schedule I and your individual performance, the date on which such determination occurs shall be referred to herein as the “ Extended Performance Period Determination Date ”. If the Threshold Goal for the Extended Performance Period is satisfied, the resulting Award Payout for the Extended Performance Period will be made following the Extended Performance Period Determination Date in accordance with Section 4. In no event shall the Award Payout for Performance Period 2 and the Extended Performance Period exceed 150% of the Target Award Payment. The Company shall notify you of any Award Payout as soon as practicable following the applicable determination date. Each Award Payout shall be settled in accordance with Section 4 and any portion of the Target Award Payment amount not earned as of the Extended Performance Period Determination Date shall be canceled and forfeited as of the Extended Performance Period Determination Date, or, in the event that the Extended Performance Period is not reached, the Second Determination Date.

3. Transfer . Except as may be effected by will or other testamentary disposition or by the laws of descent and distribution, the Award is not transferable, whether by sale, assignment, exchange, pledge, or hypothecation, or by operation of law or otherwise, and any attempt to transfer the Award in violation of this Section 3 will be null and void.

4. Settlement of the Award . Each Award Payout shall be settled in a number of unrestricted shares of Company common stock, $0.01 par value (“ Common Stock ”), determined by dividing the applicable Award Payout amount by the closing value of a share of Common Stock on the applicable determination date (the “ Shares ”), as soon as practicable following the applicable determination date (but in no event later than December 31st of the calendar year in which the related performance period ends), provided in each case that Awardee has satisfied his or her tax withholding obligations with respect to the Award Payout as described in Section 8(a) of this Agreement. The Shares will be issued by the Company in the name of Awardee by electronic book-entry transfer or credit of such shares to an account of Awardee maintained with such brokerage firm or other custodian as the Company determines. Alternatively, in the Company's sole discretion, such issuance may be effected in such other manner (including through physical certificates) as the Company may determine and/or by transfer or credit to such other account of Awardee as the Company or Awardee may specify.

5. Termination without Cause or for Good Reason; Death or Disability; Change in Control .


(a)	Except as set forth in Section 5(b), you must remain continuously employed from the Date of Grant through the date that the Award is settled to be eligible for payment. If you resign or are terminated for Cause you will forfeit any rights relating to the Award and the Award will terminate immediately.


(b)	In the event of (1) a termination of Awardee's employment as a result of Awardee's death or permanent disability (as defined under the Company's long-term disability policies), or (2) a termination of Awardee's employment by the Company without Cause (as defined in the

Plan) or by Awardee for Good Reason (as defined below), then the Awardee shall be eligible to earn an Award Payout only with respect to the performance period that ends next following the date of the qualifying termination (for purposes of clarity, for a termination occurring from April 30, 2012 through April 29, 2013, Awardee will only be eligible for an Award Payout with respect to Performance Period 1, for a termination occurring from April 30, 2013 through October 31, 2013, Awardee will only be eligible for an Award Payout with respect to Performance Period 2, and for a termination occurring from November 1, 2013 through April 29, 2014, Awardee will only be eligible for an Award Payout with respect to the Extended Performance Period, if applicable) calculated as follows: on the determination date next following the date on which such termination occurs, the Award Payout shall be determined in accordance with Section 2, and multiplied by a fraction (the denominator of which is the total number of days in the applicable performance period in which termination occurs and the numerator of which is the number of days since April 30, 2012 until the date of termination), and such pro-rata Award Payout shall be settled in accordance with Section 4. Any portion of the Target Award Payment that is not earned as of the applicable determination date shall be forfeited.

For purposes of this Agreement, “ Good Reason ” shall exist if Awardee resigns his or her employment following the Company's (x) material reduction of Awardee's base salary, or (y) relocation of Awardee's principal location of employment more than 50 miles from Awardee's current principal location of employment, in each case, without the Awardee's consent; “Good Reason” shall exist only if Awardee has given written notice to the Company within 30 days after the initial occurrence of the event, with a reference to this Agreement, the Company has not cured such event by the 15th day after the date of such notice, and Awardee's employment terminates within 60 days of Awardee's giving of such notice to the Company.


(c)	For purposes of this Agreement, in the event Awardee has an employment agreement with the Company that provides definitions for the terms “Cause” and/or “Good Reason,” then, during the time in which Awardee's employment agreement is in effect, the definitions provided within Awardee's employment agreement shall be used instead of the definitions provided above.

(c)

In the event of a Change in Control (as defined in the Plan), notwithstanding Section 3.6 of the Plan, the Compensation Committee may, in its sole discretion, (1) determine to settle the Award with any applicable Company performance criteria deemed earned at the Target Level (or any such other level as the Compensation Committee may determine) with respect to any performance period in effect on the date of the Change in Control; (2) provide that the Award will remain outstanding and eligible for payment following the originally scheduled determination dates (subject to the Awardee's continued employment through such determination date) and subject to such adjusted performance criteria as the Compensation Committee may determine in its sole discretion; or (3) take any other actions necessary or advisable consistent with the terms of the Plan, including, without limitation, Section 3.6 thereof. In the event that the Compensation Committee determines to settle the Award in accordance with Section 5(c)(1), the determination date shall be the date of the Change in Control and the value of the Common Stock in the event of such settlement shall be reasonably determined by the Compensation Committee.

6. Forfeiture . You acknowledge that an essential purpose of the grant of the Award is to ensure the utmost fidelity by yourself to the Company's interests and to your diligent performance of all of your understandings and commitments to the Company. Accordingly, YOU SHALL NOT BE

ENTITLED TO RETAIN THE AWARD OR RECEIVE THE SHARES IN SETTLEMENT THEREOF, EITHER DURING OR AFTER TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY IF THE COMPANY, IN ITS SOLE DISCRETION, BELIEVES THAT YOU HAVE AT ANY TIME ENGAGED IN “INJURIOUS CONDUCT” (AS HEREINAFTER DEFINED).

In the event of any such determination:


(a)	the Award shall terminate and be forfeited as of the date of such determination; and

(b)

Awardee shall (1) transfer back to the Company, for consideration of $0.01 per Share, all Shares that are held, as of the date of such determination, by Awardee and that were acquired upon settlement of the Award on or after the date which is 180 days prior to the date of such conduct (Shares so acquired, the “ Acquired Shares ”) and (2) to the extent such Acquired Shares have previously been sold or otherwise disposed of by Awardee, repay to the Company the aggregate Fair Market Value (as defined in the Plan) of such Acquired Shares on the date of such sale or disposition, less the number of such Acquired Shares times $0.01.

For purposes of the preceding clause (b)(2) of this Section 6, the amount of the repayment described therein shall not be affected by whether Awardee received such Fair Market Value with respect to such sale or other disposition, and repayment may, without limitation, be effected, at the discretion of the Company, by means of offset against any amount owed by the Company to Awardee.

For purposes of this Agreement, “ Injurious Conduct ” shall mean (i) Awardee's fraud, misappropriation, misconduct or dishonesty in connection with his or her duties, (ii) any act or omission which is, or is reasonably likely to be, materially adverse or injurious (financially, reputationally or otherwise) to the Company or any affiliate of the Company, (iii) Awardee's breach of any material obligations contained in Awardee's employment agreement or offer letter with the Company, including, but not limited to, any restrictive covenants or obligations of confidentiality contained therein, (iv) conduct by Awardee that is in material competition with the Company or any affiliate of the Company or (v) conduct by Awardee that breaches Awardee's duty of loyalty to the Company or any affiliate of the Company.

7. Securities Laws Restrictions .

(a)

You represent that when the Award is settled, you will be acquiring Shares for your own account and not on behalf of others. You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise dispose of any Shares so received unless otherwise covered by a Form S-8 or unless your offer, sale or other disposition thereof is otherwise registered under the Securities Act of 1933, as amended (the “ 1933 Act ”) and state securities laws or, in the opinion of the Company's counsel, such offer, sale or other disposition is exempt from registration thereunder. You agree that you will not offer, sell or otherwise dispose of any such Shares in any manner which would: (1) require the Company to file any registration statement with the Securities and Exchange Commission (or similar filing under state laws) or to amend or supplement any such filing or (2) violate or cause the Company to violate the 1933 Act, the rules and regulations promulgated thereunder or any other state or federal law. You further understand that (x) any sale of the Shares you acquire upon settlement of the Award is subject to the Company's insider trading rules and policies, as they exist from time to time, (y) the certificates for such Shares will bear such legends as the Company deems necessary or desirable in connection with the 1933 Act or other rules, regulations or laws and (z) if you are a director, officer or principal shareholder, Section 16(b) of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), further restricts your ability to sell or

otherwise dispose of Shares acquired upon settlement of the Award.

(b)

Notwithstanding anything to the contrary herein, Shares will not be issued in settlement of this Award unless such issuance complies with applicable laws. In the event that the Company determines that the issuance of Shares in settlement of this Award will not comply with applicable laws, then, notwithstanding anything to the contrary herein, the Award shall be settled in the manner and at a time that the Company determines.

8. Taxes .

(a)

Withholding Taxes . Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, the minimum aggregate federal, state and local taxes required to be withheld by applicable law or regulation in respect of the settlement of any portion of the Award hereunder, or otherwise as a result of your receipt of the Shares, no later than the date of the event creating the tax liability. The Company may, and, in the absence of other timely payment or provision made by Awardee that is satisfactory to the Company, shall, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to Awardee, including, but not limited to, by withholding Shares which otherwise would be delivered hereunder. In the event that payment to the Company of such tax obligations is made by delivering or withholding of Shares, such Shares shall be valued at their Fair Market Value (as determined in accordance with the Plan) on the date of such delivery or withholding.

(b)

Section 409A . Payments contemplated with respect to the Award are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), (including the provisions for exceptions or exemption from Section 409A), and all provisions of the Plan and this Agreement shall be construed, administered and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If, and only to the extent that, in the good faith of the Compensation Committee, the Award constitutes “deferred compensation” within the meaning of Section 409A, then (1) if Awardee is deemed to be a “specified employee” (as such term is defined in Section 409A and as determined by the Company), the payment of the Award Payout on account of Awardee's termination of employment shall not be made until the first business day of the seventh month after Awardee's “separation from service” (as such term is defined and used in Section 409A) with the Company, or if earlier, the date of Awardee's death and (2) for purposes of Section 5(c) hereof, a Change of Control shall not have occurred unless such Change of Control is a “change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, as determined in accordance with Section 409A. Each payment under this Agreement is a separate “payment” for purposes of Treas. Reg. Section l.409A-2(b)(2)(i).

(c)

Section 162(m). Awards granted to “covered employees” (as such term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (“ Section 162(m) ”) shall be granted and administered in a manner intended to be deductible by the Company under Section 162(m) and the grant and administration of the Awards will be subject to the procedures set forth in Section 2.8.2 of the Plan. The Compensation Committee may take such actions as it deems necessary or advisable, in its sole discretion, in administering Awards granted to such “covered employees,” including, without limitation, reducing or eliminating the Award Payout.

9. No Rights as a Stockholder . Neither the Award nor this Agreement shall entitle Awardee to any voting rights or other rights as a stockholder of the Company unless and until Shares have been issued in settlement thereof. Without limiting the generality of the foregoing, no dividends or dividend equivalents shall accrue or be paid with respect to the Award.

10. Conformity with Plan . This Agreement, and the Award awarded hereby, are intended to

conform in all respects with, and are subject to all applicable provisions of, the Plan, which is incorporated herein by reference. Any inconsistencies between this Agreement and any mandatory provisions of the Plan shall be resolved in accordance with the terms of the Plan, and this Agreement shall be deemed to be modified accordingly. By executing and returning this Agreement, you acknowledge your receipt of the Plan and agree to be bound by all the terms and conditions of the Plan as it shall be amended from time to time.

11. Employment and Successors . Nothing herein confers any right or obligation on you to continue in the employ of the Company or any affiliate of the Company or shall affect in any way your right or the right of the Company or any affiliate of the Company, as the case may be, to terminate your employment at any time. The agreements contained in this Agreement shall be binding upon and inure to the benefit of any successor to the Company by merger or otherwise. Subject to the restrictions on transfer set forth herein, all of the provisions of this Agreement will be binding upon Awardee and Awardee's heirs, executors, administrators, legal representatives, successors and assigns.

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

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

14. Disputes . Any question concerning the interpretation of or performance by the Company or Awardee under this Agreement, including, but not limited to, the Award, its being earned, settled or forfeited, or the issuance or delivery of Shares upon settlement, or any other dispute or controversy that may arise in connection herewith or therewith, shall be determined by the Company in its sole and absolute discretion; provided , however , that, following a Change in Control, any determinations by the Company or a successor entity with respect to the existence or not of Injurious Conduct, Cause or Good Reason, or any other post-Change in Control determination that would effect a forfeiture of all or a portion of the Award, must be objectively reasonable.

15. Miscellaneous .

(a)

References herein to determinations or other decisions or actions to be taken or made by the Company shall be made by the Compensation Committee or such other person or persons to whom the Compensation Committee may from time to time delegate authority or otherwise designate, and any such determinations, decisions or actions shall be final, conclusive and binding on Awardee and all persons claiming under or through Awardee.

(b)

This Agreement may not be changed or terminated except by a written agreement expressly referencing this Agreement and signed by the parties hereto. Notwithstanding any provision set forth in this Agreement and subject to all applicable laws, rules and regulations, the Compensation Committee shall have the power to, without the Awardee's consent: (1) alter or amend the terms and conditions of the Award in any manner that the Compensation Committee considers necessary or advisable, in its sole discretion, to comply with, or take into account changes in, or interpretations or rescissions of, applicable tax laws, securities laws, employment laws, accounting rules or standards and other

applicable laws, rules, regulations, guidance, ruling, judicial decision or legal requirement; (2) ensure that the Award is not subject to federal, state, local or foreign taxes prior to payment, as applicable; or (3) waive any terms and conditions that operate in favor of the Company. Any alteration or amendment of the terms of the Award by the Compensation Committee shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Compensation Committee shall give notice to the Awardee of any such alteration or amendment as promptly as practicable after the adoption thereof.


(c)	This Agreement (including the Schedules hereto), together with the Plan, constitutes the entire understanding of the parties, and supersedes and cancels all prior agreements, with respect to the subject matter hereof.


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

(e)

This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to principles of conflicts of laws. The interpretation and enforcement of the provisions of this Agreement shall be resolved and determined exclusively by the state court sitting in Fairfield County, Connecticut or the federal courts in the District of Connecticut and Awardee hereby consents that such courts be granted exclusive jurisdiction for such purpose.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Date of Grant.

UNITED RENTALS, INC.

By:

Michael J. Kneeland

Chief Executive Officer

AWARDEE :______________________________

Awardee

Schedule I

2012 Performance Award Agreement

The Performance Goals for the applicable performance period shall be determined as set forth in this schedule. The Performance Goals are the realization of annualized run-rate cost synergies, consisting of (1) cost synergies - savings realized due to reductions or savings in the cost basis (generally flow to EBITDA) and (2) at the discretion of the Compensation Committee, and provided minimum threshold annualized run-rate cost synergies have been achieved, revenue synergies - incremental revenues that can be achieved as a result of the merger (to be converted to operating profit). The achievement (including, without limitation, the level of achievement) of the Performance Goals and individual performance in

connection with this Award will be determined in the sole discretion of the Compensation Committee, and all such determinations shall be final, binding and conclusive. Set forth in the table below are the threshold, target and maximum annualized run-rate synergy goals relating to each performance period.



Performance Level	Performance Period 1 * ($M)	Performance Period 2 ** ($M)	Extended Performance Period *** ($M)
Threshold Goal	134	204	204
Target Goal	150	219	224
Maximum Goal	—	234	234


*	Performance Period 1 represents the period of time from April 30, 2012 through April 29, 2013.


**	Performance Period 2 represents the period of time from April 30, 2012 through October 31, 2013.


***	Extended Performance Period represents the period of time from April 30, 2012 through April 29, 2014. Performance will be measured, and a portion of the Award may be earned during this period, only if total annualized run-rate synergies of $226 million are not achieved during Performance Period 2.

Performance Period 1 (25% of Target Award Payment)

To determine the Award Payout with respect to Performance Period 1, the following steps will be performed:


1.	Calculate Formulaic Award Earned : The portion of the Target Award Payment that will be eligible for payment relating to Performance Period 1 is calculated as follows:

[(Annualized run-rate synergies achieved (up to a maximum of $150M) - $134M) / $16M]

x 25% x Target Award Payment

If the annualized run-rate synergies achieved for Performance Period 1 are less than the Threshold Goal for such period, no portion of the Target Award Payment will be paid relating to Performance Period 1.


2.	Calculate Discretionary Individual Performance Adjustment : At the discretion of the Compensation Committee, the portion of the Target Award Payment calculated relating to Performance Period 1 may be increased or decreased by an amount not to exceed the Target Award Payment x 6.25% (provided that the Award Payout for Performance Period 1 cannot exceed 25% of the Target Award Payment).


3.	Calculate Shares Issued for Performance Period 1 : The total number of Shares to be delivered in settlement of the Award Payout for Performance Period 1 pursuant to Section 4, is calculated as follows:

Award Payout For Performance Period 1 / closing value of a share of Common Stock on the First Determination Date

Performance Period 2 (75% of Target Award Payment)

To determine the Award Payout with respect to Performance Period 2, the following steps will be performed:


1.	Calculate Formulaic Award Earned : The portion of the Target Award Payment that will be eligible for payment relating to Performance Period 2 is calculated as follows:

[(Annualized run-rate synergies achieved (up to a maximum of $234M) - $204M) / $15M]

x 75% x Target Award Payment

If the annualized run-rate synergies achieved for Performance Period 2 are less than the Threshold Goal for such period, no portion of the Target Award Payment will be paid relating to Performance Period 2.


2.	Calculate Discretionary Individual Performance Adjustment : At the discretion of the Compensation Committee, the portion of the Target Award Payment calculated relating to Performance Period 2 may be increased or decreased by an amount not to exceed the Target Award Payment x 18.75% (provided that the Award Payout for Performance Period 2 cannot exceed 150% of the Target Award Payment).


3.	Calculate Shares Issued for Performance Period 2 : The total number of Shares to be delivered in settlement of the Award Payout for Performance Period 2 pursuant to Section 4, is calculated as follows:

Award Payout For Performance Period 2 / closing value of a share of Common Stock on the Second Determination Date

Extended Performance Period

If the annualized run-rate synergies achieved as of October 31, 2013 are below $226 million (the “ Total Performance Goal ”), an additional Award Payout may be earned. To determine the Award Payout with respect to the Extended Performance Period, the following steps will be performed:


1.	Calculate Formulaic Award Earned : If the annualized run-rate synergies achieved as of October 31, 2013 are below the Total Performance Goal, the portion of the Target Award Payment that will be eligible for payment relating to the Extended Performance Period is calculated as follows:

[[(Annualized run-rate synergies achieved (up to a maximum of $234M) - $204M) / $20M]

x 75% x Target Award Payment] - Target Award Earned for Performance Period 2

If the annualized run-rate synergies achieved for the Extended Performance Period are less than the Threshold Goal for such period, no portion of the Target Award Payment will be paid relating to the Extended Performance Period.

Calculate Discretionary Individual Performance Adjustment : At the discretion of the Compensation Committee, the portion of the Target Award Payment calculated relating to the Extended Performance Period may be increased or decreased by an amount not to exceed the Target Award Payment x 18.75% (provided that the Award Payout for Performance Period 2 together with the Award Payout for the Extended Performance Period cannot exceed 150% of the Target Award Payment).


3.	Calculate Shares Issued for the Extended Performance Period : The total number of Shares to be delivered in settlement of the Award Payout for the Extended Performance Period pursuant to Section 4, is calculated as follows:

Award Payout For The Extended Performance Period / closing value of a share of Common Stock on the Extended Performance Period Determination Date

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratios)



	Year Ended December 31,														Six Months Ended June 30, 2012
	2007		2008			2009			2010			2011			2012
Earnings:
Income (loss) from continuing operations before provision (benefit) for income taxes	$	578	$	(813	)	$	(107	)	$	(63	)	$	164		$	(45	)
Add:
Fixed charges, net of capitalized interest	251		277			288			279			271			216
Total earnings available for fixed charges	829		(536		)	181			216			435			171
Fixed charges (1):
Interest expense, net	187		174			226			255			228			189
Add back interest income, which is netted in interest expense	6		6			1			1			1			—
Add back gains (losses) on bond repurchases/retirement of subordinated convertible debentures, included in interest expense	—		41			20			(28		)	(5		)	—
Interest expense—subordinated convertible debentures, net	9		9			(4		)	8			7			2
Capitalized interest	2		1			1			—			—			—
Interest component of rent expense	49		47			45			43			40			25
Fixed charges	$	253	$	278		$	289		$	279		$	271		$	216
Ratio of earnings to fixed charges	3.3x		—(2)(3)			— (2)			— (2)			1.6x			— (2)

_________________


(1)	Fixed charges consist of interest expense, which includes amortization of deferred finance charges, interest expense-subordinated debentures, capitalized interest and imputed interest on our lease obligations. The interest component of rent was determined based on an estimate of a reasonable interest factor at the inception of the leases.


(2)	Due to our losses for the six months ended June 30, 2012 and the years ended December 31, 2010, 2009 and 2008, the ratio coverage was less than 1:1 for these periods. We would have had to have generated additional earnings of $45 , $63, $108 and $814 for the six months ended June 30, 2012 and the years ended December 31, 2010, 2009 and 2008, respectively, to have achieved coverage ratios of 1:1.


(3)	The loss for the year ended December 31, 2008 includes the effect of an $1,147 pretax non-cash goodwill impairment charge. The effect of this charge was to reduce the ratio of earnings to fixed charges. Had this charge been excluded from the calculation, the ratio of earnings to fixed charges would have been 2.2x for the year ended December 31, 2008.

Exhibit 31(a)

CERTIFICATIONS

I, Michael J. Kneeland, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended June 30, 2012 ;


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


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


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


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


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


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


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


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


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


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

July 16, 2012

/ S / M ICHAEL J. K NEELAND

Michael J. Kneeland

Chief Executive Officer

Exhibit 31(b)

CERTIFICATIONS

I, William B. Plummer, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended June 30, 2012 ;


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


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


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


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


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


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


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


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


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


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

July 16, 2012

/ S / W ILLIAM B. P LUMMER

William B. Plummer

Chief Financial Officer

Exhibit 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarterly period ended June 30, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, Michael J. Kneeland, Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


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


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

/ S / M ICHAEL J. K NEELAND

Michael J. Kneeland

Chief Executive Officer

July 16, 2012

Exhibit 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarterly period ended June 30, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, William B. Plummer, Chief Financial Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


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


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

/ S / W ILLIAM B. P LUMMER

William B. Plummer

Chief Financial Officer

July 16, 2012