UNITED RENTALS NORTH AMERICA INC (Form: 10-Q, Received: 04/19/2011 16:45:17)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2011

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

For the transition period from to

Commission File Number 1-14387

Commission File Number 1-13663

United Rentals, Inc.

United Rentals (North America), Inc.

(Exact Names of Registrants as Specified in Their Charters)


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

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

Registrants’ Telephone Number, Including Area Code: (203) 622-3131

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

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

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

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

As of April 15, 2011, there were 62,502,897 shares of United Rentals, Inc. common stock, $.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

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

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011

INDEX


		Page
PART I	FINANCIAL INFORMATION		4

Item 1	Unaudited Condensed Consolidated Financial Statements		4

	United Rentals, Inc. Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 (unaudited)		4

	United Rentals, Inc. Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (unaudited)		5

	United Rentals, Inc. Condensed Consolidated Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2011 (unaudited)		6

	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (unaudited)		7

	Notes to Unaudited Condensed Consolidated Financial Statements		8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3	Quantitative and Qualitative Disclosures About Market Risk		27

Item 4	Controls and Procedures		27

PART II	OTHER INFORMATION		28

Item 1	Legal Proceedings		28

Item 1A	Risk Factors		28

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		28

Item 6	Exhibits		29

	Signatures		30

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 vision, strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected. Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following: (1) a slowdown in the recovery of North American construction and industrial activities, which decreased during the economic downturn and significantly affected our revenues and profitability, may further reduce demand for equipment and prices that we can charge; (2) a decrease in levels of infrastructure spending, including lower than expected government funding for stimulus-related construction projects; (3) our highly leveraged capital structure, which requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions; (4) restrictive covenants in our debt agreements, which could limit our financial and operation flexibility; (5) noncompliance with covenants in our debt agreements, which could result in termination of our credit facilities and acceleration of outstanding borrowings; (6) inability to access the capital that our business may require; (7) inability to collect on contracts with customers; (8) incurrence of impairment charges; (9) the potential consequences of litigation and other claims relating to our business, including certain claims that our insurance may not cover; (10) an increase in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves; (11) incurrence of additional costs and expenses in connection with litigation, regulatory or investigatory matters; (12) increases in our maintenance and replacement costs as we age our fleet, and decreases in the residual value of our equipment; (13) inability to sell our new or used fleet in the amounts, or at the prices, we expect; (14) challenges associated with past or future acquisitions, such as undiscovered liabilities and integration issues; (15) management turnover and inability to attract and retain key personnel; (16) our rates and time utilization being less than anticipated; (17) our costs being more than anticipated, the inability to realize expected savings and the inability to obtain key equipment and supplies; (18) disruptions in our information technology systems; (19) competition from existing and new competitors; and (20) labor difficulties and labor-based legislation affecting labor relations and operations generally. 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, 2010, 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.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except share data)


	March 31, 2011			December 31, 2010
ASSETS
Cash and cash equivalents	$	205		$	203
Accounts receivable, net of allowance for doubtful accounts of $29 at March 31, 2011 and December 31, 2010		341			377
Inventory		63			39
Prepaid expenses and other assets		48			37
Deferred taxes		76			69

Total current assets		733			725
Rental equipment, net		2,283			2,280
Property and equipment, net		386			393
Goodwill and other intangible assets, net		226			227
Other long-term assets		64			68

Total assets	$	3,692		$	3,693


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current maturities of long-term debt	$	199		$	229
Accounts payable		222			132
Accrued expenses and other liabilities		189			208

Total current liabilities		610			569
Long-term debt		2,577			2,576
Subordinated convertible debentures		87			124
Deferred taxes		385			385
Other long-term liabilities		62			59

Total liabilities		3,721			3,713


Common stock—$0.01 par value, 500,000,000 shares authorized, 61,287,051 and 60,621,338 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively		1			1
Additional paid-in capital		491			492
Accumulated deficit		(620	)		(600	)
Accumulated other comprehensive income		99			87

Total stockholders’ deficit		(29	)		(20	)


Total liabilities and stockholders’ deficit	$	3,692		$	3,693

See accompanying notes.

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share amounts)


	Three Months Ended March 31,
	2011			2010
Revenues:
Equipment rentals	$	434		$	380
Sales of rental equipment		32			35
Sales of new equipment		15			19
Contractor supplies sales		21			23
Service and other revenues		21			21

Total revenues		523			478


Cost of revenues:
Cost of equipment rentals, excluding depreciation		233			214
Depreciation of rental equipment		99			96
Cost of rental equipment sales		18			24
Cost of new equipment sales		12			16
Cost of contractor supplies sales		14			16
Cost of service and other revenues		9			9

Total cost of revenues		385			375


Gross profit		138			103
Selling, general and administrative expenses		95			86
Restructuring charge		1			6
Non-rental depreciation and amortization		12			13

Operating income (loss)		30			(2	)
Interest expense, net		56			61
Interest expense—subordinated convertible debentures		2			2
Other income, net		(1	)		(1	)

Loss before benefit for income taxes		(27	)		(64	)
Benefit for income taxes		(7	)		(24	)

Net loss	$	(20	)	$	(40	)


Basic and diluted loss per share	$	(0.34	)	$	(0.67	)

See accompanying notes.

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED)

(In millions)


	Common Stock				Additional									Accumulated Other
	Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Comprehensive (Loss) Income			Comprehensive Income
Balance at December 31, 2010		61	$	1	$	492		$	(600	)				$	87
Comprehensive (loss) income:
Net loss									(20	)	$	(20	)
Other comprehensive income:
Foreign currency translation adjustments												11			11
Fixed price diesel swaps												1			1

Comprehensive loss											$	(8	)


Stock compensation expense, net						2
Exercise of common stock options						4
Shares repurchased and retired						(7	)


Balance at March 31, 2011		61	$	1	$	491		$	(620	)				$	99

See accompanying notes.

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)


	Three Months Ended March 31,
	2011			2010
Cash Flows From Operating Activities:
Net loss	$	(20	)	$	(40	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		111			109
Amortization of deferred financing costs and original issue discounts		5			6
Gain on sales of rental equipment		(14	)		(11	)
Gain on sales of non-rental equipment		—			(1	)
Restructuring charge		1			6
Stock compensation expense, net		2			1
Loss on repurchase of debt securities		—			4
Loss on retirement of subordinated convertible debentures		1			—
Decrease in deferred taxes		(9	)		(24	)
Changes in operating assets and liabilities:
Decrease in accounts receivable		36			17
Increase in inventory		(24	)		(2	)
(Increase) decrease in prepaid expenses and other assets		(6	)		37
Increase in accounts payable		90			10
(Decrease) increase in accrued expenses and other liabilities		(19	)		6

Net cash provided by operating activities		154			118
Cash Flows From Investing Activities:
Purchases of rental equipment		(115	)		(49	)
Purchases of non-rental equipment		(5	)		(5	)
Proceeds from sales of rental equipment		32			35
Proceeds from sales of non-rental equipment		4			1

Net cash used in investing activities		(84	)		(18	)
Cash Flows From Financing Activities:
Proceeds from debt		571			645
Payments of debt, including subordinated convertible debentures		(641	)		(897	)
Proceeds from the exercise of common stock options		4			—
Shares repurchased and retired		(7	)		(1	)
Excess tax benefits from share-based payment arrangements, net		—			(1	)

Net cash used in financing activities		(73	)		(254	)
Effect of foreign exchange rates		5			5


Net increase (decrease) in cash and cash equivalents		2			(149	)
Cash and cash equivalents at beginning of period		203			169

Cash and cash equivalents at end of period	$	205		$	20


Supplemental disclosure of cash flow information:
Cash (paid) received for taxes, net	$	(11	)	$	53

See accompanying notes.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Organization, Description of Business and Basis of Presentation

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

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities in the United States 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, 2010 (the “2010 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 2010 Form 10-K.

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

2. 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 seven geographic regions—the Southwest, Gulf, Northwest, Southeast, Midwest, East, and the Northeast Canada- as well as the Aerial West region and operates throughout the United States and Canada. 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 has two locations in Canada. These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment operating results.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table sets forth financial information by segment. Information related to our condensed consolidated balance sheets is presented as of March 31, 2011 and December 31, 2010.


	Three Months Ended March 31,
	2011		2010
Total reportable segment revenue
General rentals	$	484	$	443
Trench safety, power and HVAC		39		35

Total revenue	$	523	$	478


Total reportable segment depreciation and amortization expense
General rentals	$	105	$	103
Trench safety, power and HVAC		6		6

Total depreciation and amortization expense	$	111	$	109


Total reportable segment operating income
General rentals	$	26	$	1
Trench safety, power and HVAC		5		3

Total reportable segment operating income	$	31	$	4


Total reportable segment capital expenditures
General rentals	$	109	$	52
Trench safety, power and HVAC		11		2

Total capital expenditures	$	120	$	54


	March 31, 2011		December 31, 2010
Total reportable segment assets
General rentals	$	3,453	$	3,458
Trench safety, power and HVAC		239		235

Total assets	$	3,692	$	3,693

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


	Three Months Ended March 31,
	2011			2010
Total segment operating income	$	31		$	4
Unallocated restructuring charge		(1	)		(6	)

Operating income (loss)	$	30		$	(2	)

3. Restructuring Charges

Over the past several years, we have been focused on reducing our operating costs. In connection with this strategy, and in recognition of the challenging economic environment, we reduced our employee headcount from approximately 10,900 at December 31, 2007 to approximately 7,300 at March 31, 2011. Additionally, we reduced our branch network from 697 at December 31, 2007 to 530 at March 31, 2011. The restructuring charges for the three months ended March 31, 2011 and 2010 include severance costs associated with our headcount reductions, as well as branch closure charges which principally relate to continuing lease obligations at vacant facilities.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The table below provides certain information concerning our restructuring charges:


Description	Reserve Balance at December 31, 2010		Charged to Costs and Expenses(1)		Payments and Other			Reserve Balance at March 31, 2011
Branch closure charges	$	26	$	1	$	(4	)	$	23
Severance costs		2		—		(1	)		1

Total	$	28	$	1	$	(5	)	$	24

(1)	Reflected in our condensed consolidated statements of operations as “Restructuring charge.”

We have incurred total restructuring charges between January 1, 2008 and March 31, 2011 of $86, comprised of $67 of branch closure charges and $19 of severance costs. We expect that the restructuring activity will be substantially complete by the end of 2011.

4. 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 March 31, 2011, 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. The ineffective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded currently in earnings. For derivative instruments that do not qualify for hedge accounting, we recognize gains or losses due to changes in fair value in our condensed consolidated statements of operations during the period in which the changes in fair value occur.

We are exposed to certain risks relating to our ongoing business operations. During the three months ended March 31, 2011, the primary risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At March 31, 2011, 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 three months ended March 31, 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 March 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, which were all settled as of March 31, 2011, represented derivative instruments not designated as hedging instruments.

Fixed Price Diesel Swaps

The fixed price swap contracts on diesel purchases that were outstanding at March 31, 2011 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 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 March 31, 2011, we had outstanding fixed price swap contracts covering 5.0 million gallons of diesel which will be purchased throughout 2011.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars, which were all settled as of March 31, 2011, 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 months ended March 31, 2011, forward contracts were used to purchase $166 Canadian dollars, representing the total amount due at maturity for certain Canadian dollar denominated intercompany loans that were settled during the three months ended March 31, 2011. Upon maturity, the proceeds from the forward contracts were used to pay down the Canadian dollar denominated intercompany loans.

Financial Statement Presentation

As of March 31, 2011 and December 31, 2010, $2 and less than $1, respectively, were reflected in prepaid expenses and other assets, 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 months ended March 31, 2011 and 2010 was as follows:

Three months ended March 31, 2011

Three months ended March 31, 2010

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)$

(3)

(3)$

(1)

Derivatives not designated as hedging instruments:

Foreign currency forward contracts

Other income
(expense), net

(4)

(8)

*	Amounts are insignificant (less than $1).

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

(2)	Represents the effective portion of the fixed price diesel swaps.

(3)	Reflects purchases of 900,000 and 500,000 gallons of diesel covered by the fixed price swaps during the three months ended March 31, 2011 and 2010, respectively.

5. 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:

quoted prices for similar assets in active markets;

quoted prices for identical or similar assets in inactive markets;

inputs other than quoted prices that are observable for the asset;

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.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

Assets Measured at Fair Value

As of March 31, 2011 and December 31, 2010, our only assets measured at fair value were our fixed price diesel swaps contracts, which are Level 2 derivative assets measured at fair value on a recurring basis. As of March 31, 2011 and December 31, 2010, the fair values of our fixed price diesel swaps contracts were $2 and less than $1, respectively. As discussed in note 4 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 March 31, 2011, we have fixed price swap contracts that mature throughout 2011 covering 5.0 million gallons of diesel which we will buy at the average contractual rate of $3.68 per gallon, while the average forward price for the hedged gallons was $4.03 per gallon as of March 31, 2011.

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 senior secured asset-based revolving credit facility (“ABL facility”), accounts receivable securitization facility and 1 ⁷ / 8 percent Convertible Senior Subordinated Notes approximate their book values as of March 31, 2011 and December 31, 2010. The estimated fair values of our other financial instruments as of March 31, 2011 and December 31, 2010 have been calculated based upon available market information or an appropriate valuation technique, and are as follows:


	March 31, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Subordinated convertible debentures	$	87	$	84	$	124	$	92
Senior and senior subordinated notes		1,857		2,066		1,854		2,020
Capital leases (1)		22		18		25		20

(1)	The fair value of the capital leases is determined using an expected present value technique.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

6. Debt and Subordinated Convertible Debentures

Debt consists of the following:


	March 31, 2011			December 31, 2010
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	193		$	221
$1.360 billion ABL Facility (2)		682			683
10 ⁷ / 8 percent Senior Notes		488			488
9 ¹ / 4 percent Senior Notes		493			492
8 ³ / 8 percent Senior Subordinated Notes		750			750
1 ⁷ / 8 percent Convertible Senior Subordinated Notes (3)		22			22
Capital leases		22			25

Total URNA and subsidiaries debt		2,650			2,681
Less short-term portion (4)		(199	)		(229	)

Long-term URNA and subsidiaries debt		2,451			2,452

Holdings:
4 percent Convertible Senior Notes (5)		126			124

Total long-term debt (6)	$	2,577		$	2,576

(1)

At March 31, 2011, $9 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 1.6 percent at March 31, 2011. During the three months ended March 31, 2011, the monthly average amount outstanding under the accounts receivable securitization facility was $187, and the weighted-average interest rate thereon was 1.6 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility during the three months ended March 31, 2011 was $193.

(2)

At March 31, 2011, $627 was available under our ABL facility, net of $51 of letters of credit. The interest rate applicable to the ABL facility was 3.4 percent at March 31, 2011. During the three months ended March 31, 2011, the monthly average amount outstanding under the ABL facility was $609, and the weighted-average interest rate thereon was 3.4 percent. The maximum month-end amount outstanding under the ABL facility during the three months ended March 31, 2011 was $682.

(3)

Based on the price of our common stock during the first quarter of 2011, holders of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes may convert the notes during the second quarter of 2011 at a conversion price of $21.83 per share of common stock. As of April 15, 2011, none of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes were converted.

(4)	As of March 31, 2011, our short-term debt was comprised of $193 of borrowings under our accounts receivable securitization facility and $6 of capital leases.

(5)

Based on the price of our common stock during the first quarter of 2011, holders of the 4 percent Convertible Senior Notes may convert the notes during the second quarter of 2011 at a conversion price of $11.11 per share of common stock. As of April 15, 2011, none of the 4 percent Convertible Senior Notes were converted.

(6)

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 long-term debt at March 31, 2011 and December 31, 2010 excludes $87 and $124, respectively, of these Debentures, which are separately classified in our condensed consolidated balance sheets and referred to as “subordinated convertible debentures.” The subordinated convertible debentures reflect the obligation to our subsidiary that has issued the QUIPS. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the Trust. During the three months ended March 31, 2011, we purchased an aggregate of $37 of QUIPS for $36. In connection with this transaction, we retired $37 principal amount of our subordinated convertible debentures and recognized a loss of $1 inclusive of the write-off of capitalized debt issuance costs. This loss is reflected in interest expense-subordinated convertible debentures in our condensed consolidated statements of operations.

Loan Covenants and Compliance

As of March 31, 2011, 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.

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility. Both of these covenants were suspended on June 9, 2009 because the availability, as defined in the agreement governing the ABL facility, had exceeded 20 percent of the maximum revolver amount under the ABL facility. Subject to certain limited exceptions specified in the ABL facility, these covenants will only apply in the future if availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility. Since the June 9, 2009 suspension date and through March 31, 2011, availability under the ABL facility has exceeded 10 percent of the maximum revolver amount under the ABL facility and, as a result, these maintenance covenants remained inapplicable. 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.

7. Legal and Regulatory Matters

As discussed in note 15 to our consolidated financial statements for the year ended December 31, 2010 filed on Form 10-K on February 1, 2011 (“Note 15”), we are subject to certain ongoing class action and derivative legal proceedings. The following information is limited to recent developments concerning certain legal proceedings in which we are involved, and supplements the discussions of these proceedings included in Note 15.

In the First New York Securities, L.L.C., et al. v. United Rentals, Inc., et al. matter, on February 24, 2011, the United States Court of Appeals for the Second Circuit, which had previously affirmed the judgment of the United States District Court for the District of Connecticut granting defendants’ motion to dismiss, denied plaintiffs’ petition for rehearing en banc or panel rehearing. We intend to defend against this action vigorously.

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

8. Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. There were no adjustments to the weighted-average number of common shares reflected in the diluted losses per share in the table below due to the losses for the three months ended March 31, 2011 and 2010. The diluted losses per share for the three months ended March 31, 2011 and 2010 exclude the impact of approximately 15.8 million and 9.0 million common stock equivalents, respectively, since the effect of including these securities would be anti-dilutive. The following table sets forth the computation of basic and diluted loss per share (shares in thousands):


	Three Months Ended March 31,
	2011			2010
Numerator:
Net loss available to common stockholders	$	(20	)	$	(40	)

Denominator:
Denominator for basic and diluted loss per share—weighted-average common shares		60,850			60,227


Basic and diluted loss per share	$	(0.34	)	$	(0.67	)

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

9. Condensed Consolidating Financial Information of Guarantor Subsidiaries

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

CONDENSED CONSOLIDATING BALANCE SHEETS

March 31, 2011


	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries					Eliminations			Total
	Parent			URNA			Guarantor Subsidiaries		Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	2		$	—	$	203		$	—	$	—		$	205
Accounts receivable, net		—			—			—		67			274		—			341
Intercompany receivable (payable)		87			(879	)		802		(157	)		—		147			—
Inventory		—			33			16		14			—		—			63
Prepaid expenses and other assets		—			42			1		5			—		—			48
Deferred taxes		—			74			1		1			—		—			76

Total current assets		87			(728	)		820		133			274		147			733

Rental equipment, net		—			1,236			737		310			—		—			2,283
Property and equipment, net		43			184			131		28			—		—			386
Investments in subsidiaries		162			2,051			433		—			—		(2,646	)		—
Goodwill and other intangibles, net		—			98			82		46			—		—			226
Other long-term assets		7			55			1		1			—		—			64

Total assets	$	299		$	2,896		$	2,204	$	518		$	274	$	(2,499	)	$	3,692


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current maturities of long-term debt	$	—		$	6		$	—	$	—		$	193	$	—		$	199
Accounts payable		—			145			40		37			—		—			222
Accrued expenses and other liabilities		39			102			34		14			—		—			189

Total current liabilities		39			253			74		51			193		—			610
Long-term debt		126			2,302			149		—			—		—			2,577
Subordinated convertible debentures		87			—			—		—			—		—			87
Deferred taxes		17			176			158		34			—		—			385
Other long-term liabilities		59			3			—		—			—		—			62

Total liabilities		328			2,734			381		85			193		—			3,721


Total stockholders’ (deficit) equity		(29	)		162			1,823		433			81		(2,499	)		(29	)


Total liabilities and stockholders’ (deficit) equity	$	299		$	2,896		$	2,204	$	518		$	274	$	(2,499	)	$	3,692

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2010


	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries					Eliminations			Total
	Parent			URNA			Guarantor Subsidiaries		Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—		$	4		$	—	$	199		$	—	$	—		$	203
Accounts receivable, net		—			5			6		73			293		—			377
Intercompany receivable (payable)		115			(837	)		735		(155	)		—		142			—
Inventory		—			19			13		7			—		—			39
Prepaid expenses and other assets		—			31			4		2			—		—			37
Deferred taxes		—			65			3		1			—		—			69

Total current assets		115			(713	)		761		127			293		142			725

Rental equipment, net		—			1,243			742		295			—		—			2,280
Property and equipment, net		43			186			136		28			—		—			393
Investments in subsidiaries		173			2,018			414		—			—		(2,605	)		—
Goodwill and other intangibles, net		—			99			83		45			—		—			227
Other long-term assets		8			60			—		—			—		—			68

Total assets	$	339		$	2,893		$	2,136	$	495		$	293	$	(2,463	)	$	3,693


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current maturities of long-term debt	$	—		$	8		$	—	$	—		$	221	$	—		$	229
Accounts payable		—			83			26		23			—		—			132
Accrued expenses and other liabilities		37			146			—		25			—		—			208

Total current liabilities		37			237			26		48			221		—			569
Long-term debt		124			2,306			146		—			—		—			2,576
Subordinated convertible debentures		124			—			—		—			—		—			124
Deferred taxes		17			175			160		33			—		—			385
Other long-term liabilities		57			2			—		—			—		—			59

Total liabilities		359			2,720			332		81			221		—			3,713

Total stockholders’ (deficit) equity		(20	)		173			1,804		414			72		(2,463	)		(20	)

Total liabilities and stockholders’ (deficit) equity	$	339		$	2,893		$	2,136	$	495		$	293	$	(2,463	)	$	3,693

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2011


	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries					Eliminations			Total
	Parent			URNA			Guarantor Subsidiaries		Foreign		SPV			Eliminations			Total
REVENUES
Equipment rentals	$	—		$	216		$	149	$	69	$	—		$	—		$	434
Sales of rental equipment		—			18			9		5		—			—			32
Sales of new equipment		—			6			4		5		—			—			15
Contractor supplies sales		—			9			6		6		—			—			21
Service and other revenues		—			12			5		4		—			—			21

Total revenues		—			261			173		89		—			—			523


Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			117			81		35		—			—			233
Depreciation of rental equipment		—			53			33		13		—			—			99
Cost of rental equipment sales		—			10			5		3		—			—			18
Cost of new equipment sales		—			6			3		3		—			—			12
Cost of contractor supplies sales		—			6			4		4		—			—			14
Cost of service and other revenues		—			6			2		1		—			—			9

Total cost of revenues		—			198			128		59		—			—			385


Gross profit		—			63			45		30		—			—			138
Selling, general and administrative expenses		5			39			31		15		5			—			95
Restructuring charge		—			—			1		—		—			—			1
Non-rental depreciation and amortization		3			4			4		1		—			—			12

Operating (loss) income		(8	)		20			9		14		(5	)		—			30
Interest expense, net		3			51			2		—		1			(1	)		56
Interest expense-subordinated convertible debentures		2			—			—		—		—			—			2
Other (income) expense, net		(15	)		14			6		3		(9	)		—			(1	)


Income (loss) before (benefit) provision for income taxes		2			(45	)		1		11		3			1			(27	)
(Benefit) provision for income taxes		—			(9	)		—		2		—			—			(7	)


Income (loss) before equity in net (loss) earnings of subsidiaries		2			(36	)		1		9		3			1			(20	)
Equity in net (loss) earnings of subsidiaries		(22	)		14			10		—		—			(2	)		—

Net (loss) income	$	(20	)	$	(22	)	$	11	$	9	$	3		$	(1	)	$	(20	)

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2010


	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
REVENUES
Equipment rentals	$	—		$	205		$	122		$	53		$	—		$	—	$	380
Sales of rental equipment		—			20			10			5			—			—		35
Sales of new equipment		—			12			3			4			—			—		19
Contractor supplies sales		—			9			8			6			—			—		23
Service and other revenues		—			12			6			3			—			—		21

Total revenues		—			258			149			71			—			—		478


Cost of revenues:
Cost of equipment rentals, excluding depreciation		—			112			73			29			—			—		214
Depreciation of rental equipment		—			53			32			11			—			—		96
Cost of rental equipment sales		—			14			7			3			—			—		24
Cost of new equipment sales		—			10			3			3			—			—		16
Cost of contractor supplies sales		—			8			4			4			—			—		16
Cost of service and other revenues		—			5			2			2			—			—		9

Total cost of revenues		—			202			121			52			—			—		375


Gross profit		—			56			28			19			—			—		103
Selling, general and administrative expenses		(9	)		41			38			12			4			—		86
Restructuring charge		—			5			1			—			—			—		6
Non-rental depreciation and amortization		4			4			4			1			—			—		13

Operating income (loss)		5			6			(15	)		6			(4	)		—		(2	)
Interest expense, net		3			57			1			(1	)		1			—		61
Interest expense-subordinated convertible debentures		2			—			—			—			—			—		2
Other (income) expense, net		(14	)		11			8			2			(8	)		—		(1	)


Income (loss) before provision (benefit) for income taxes		14			(62	)		(24	)		5			3			—		(64	)
Provision (benefit) for income taxes		5			(22	)		(9	)		1			1			—		(24	)


Income (loss) before equity in net (loss) earnings of subsidiaries		9			(40	)		(15	)		4			2			—		(40	)
Equity in net (loss) earnings of subsidiaries		(49	)		(9	)		—			—			—			58		—

Net (loss) income	$	(40	)	$	(49	)	$	(15	)	$	4		$	2		$	58	$	(40	)

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2011


	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by operating activities	$	7		$	87		$	21		$	18		$	21		$	—	$	154
Net cash used in investing activities		(4	)		(39	)		(22	)		(19	)		—			—		(84	)
Net cash (used in) provided by financing activities		(3	)		(50	)		1			—			(21	)		—		(73	)
Effect of foreign exchange rates		—			—			—			5			—			—		5

Net (decrease) increase in cash and cash equivalents		—			(2	)		—			4			—			—		2
Cash and cash equivalents at beginning of period		—			4			—			199			—			—		203

Cash and cash equivalents at end of period	$	—		$	2		$	—		$	203		$	—		$	—	$	205

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2010


	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by (used in) operating activities	$	6		$	99		$	8		$	(8	)	$	13		$	—	$	118
Net cash used in investing activities		(4	)		(2	)		(11	)		(1	)		—			—		(18	)
Net cash used in financing activities		(2	)		(99	)		—			(140	)		(13	)		—		(254	)
Effect of foreign exchange rates		—			—			—			5			—			—		5

Net decrease in cash and cash equivalents		—			(2	)		(3	)		(144	)		—			—		(149	)
Cash and cash equivalents at beginning of period		—			5			3			161			—			—		169

Cash and cash equivalents at end of period	$	—		$	3		$	—		$	17		$	—		$	—	$	20

Item 2.

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

Executive Overview

We are the largest equipment rental company in the world, with an integrated network of 530 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 $3.8 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 2,900 classes of equipment for rent to a diverse customer base that includes construction and 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. In 2010, equipment rental revenues represented 82 percent of our total revenues.

Late in the first quarter of 2010, we began to see signs of a recovery in some of our end markets; this recovery continued at a modest level through the remainder of 2010. We believe that our performance in the second half of 2010—which included a 12 percent year over year increase in the volume of our equipment on rent—primarily reflected cyclical improvements in our operating environment. During the three months ended March 31, 2011, year over year, our rental rates increased 4.2 percent and the volume of OEC on rent increased 12.8 percent, which we believe reflects a continuation of the cyclical improvements in our operating environment we noted in the second half of 2010. Although there is no certainty that these trends will continue, we believe that our strategy will strengthen our leadership position in the recovery. Our strategy is to optimize our core rental business through customer segmentation, rate management and fleet management; achieve differentiation and a competitive advantage through customer service excellence; and maintain a disciplined approach to cost control.

Financial Overview

Net loss. Net loss and diluted loss per share for the three months ended March 31, 2011 and 2010 were as follows:


	Three Months Ended March 31,
	2011			2010
Net loss	$	(20	)	$	(40	)
Diluted loss per share	$	(0.34	)	$	(0.67	)

Net loss and diluted loss per share for the three months ended March 31, 2011 and 2010 include the impacts of the following special items (amounts presented on an after-tax basis):


	Three Months Ended March 31,
	2011						2010
	Contribution to net loss			Impact on diluted loss per share			Contribution to net loss			Impact on diluted loss per share
Restructuring charge (1)	$	(1	)	$	(0.01	)	$	(3	)	$	(0.06	)
Loss on repurchase/retirement of debt securities and subordinated convertible debentures		*			(0.01	)		(2	)		(0.04	)

(1)	As discussed below (see “Restructuring charge”), this relates to branch closure charges and severance costs.

*	Less than $1.

EBITDA GAAP Reconciliation . EBITDA represents the sum of net loss, benefit for income taxes, interest expense, net, interest expense-subordinated convertible debentures, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the restructuring charge and stock compensation expense, net. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliation, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA permit investors to gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net loss or cash flow from operating activities as indicators of operating performance or liquidity. The table below provides a reconciliation between net loss and EBITDA and adjusted EBITDA.


	Three Months Ended March 31,
	2011			2010
Net loss	$	(20	)	$	(40	)
Benefit for income taxes		(7	)		(24	)
Interest expense, net		56			61
Interest expense – subordinated convertible debentures		2			2
Depreciation of rental equipment		99			96
Non-rental depreciation and amortization		12			13

EBITDA	$	142		$	108
Restructuring charge (1)		1			6
Stock compensation expense, net (2)		2			1

Adjusted EBITDA	$	145		$	115

(1)	As discussed below (see “Restructuring charge”), this relates to branch closure charges and severance costs.

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

For the three months ended March 31, 2011, EBITDA increased $34, or 31.5 percent, and adjusted EBITDA increased $30, or 26.1 percent, primarily reflecting increased profit from equipment rentals partially offset by increased selling, general and administrative expense. For the three months ended March 31, 2011, EBITDA margin increased 4.6 percentage points to 27.2%, and adjusted EBITDA margin increased 3.6 percentage points to 27.7%, primarily reflecting increased margins from sales of rental, sales of new equipment and contractor supplies sales.

Results of Operations

As discussed in note 2 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 and homeowners. The general rentals segment 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 has two locations in Canada.

As discussed in note 2 to our condensed consolidated financial statements, we aggregate our seven geographic regions—the Southwest, Gulf, Northwest, Southeast, Midwest, East, and the Northeast Canada- as well as the Aerial West region into our general rentals reporting segment. Historically, there have been variances in the levels of equipment rentals gross margins achieved by these regions. For instance, for the five year period ended March 31, 2011, our Midwest region’s equipment rentals gross margin varied by more than 10 percent from the equipment rentals gross margin of the aggregated general rentals’ regions over the same period. Although the margin for the Midwest region exceeded a 10 percent variance level for this five year period, prior to the significant economic downturn in 2009 that negatively impacted all our regions, the Midwest region’s margin was converging with those achieved at the other general rentals’ regions, and, given management’s focus on cost cutting, improved processes and fleet sharing, we expect further convergence going forward. Although we believe aggregating these regions into our general rentals reporting segment for segment reporting purposes is appropriate, to the extent that the margin variances persist and the equipment rentals gross margins do not converge, we may be required to disaggregate the regions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations.

These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment operating results. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.

Revenues by segment were as follows:


	General rentals		Trench safety, power and HVAC		Total
Three months ended March 31, 2011
Equipment rentals	$	400	$	34	$	434
Sales of rental equipment		30		2		32
Sales of new equipment		14		1		15
Contractor supplies sales		20		1		21
Service and other revenues		20		1		21

Total revenues	$	484	$	39	$	523

Three months ended March 31, 2010
Equipment rentals	$	352	$	28	$	380
Sales of rental equipment		32		3		35
Sales of new equipment		18		1		19
Contractor supplies sales		22		1		23
Service and other revenues		19		2		21

Total revenues	$	443	$	35	$	478

Equipment rentals . 2011 equipment rentals of $434 increased $54, or 14.2 percent, primarily reflecting a 12.8 percent increase in the volume of OEC on rent and a 4.2 percent rental rate increase. Rental rate changes are calculated based on the year over year variance in average contract rates, weighted by the current period revenue mix. Equipment rentals represented 83 percent of total revenues for the three months ended March 31, 2011. On a segment basis, equipment rentals represented 83 percent and 87 percent of total revenues for the three months ended March 31, 2011 for general rentals and trench safety, power and HVAC, respectively. General rentals equipment rentals increased $48, or 13.6 percent, primarily reflecting a 12.5 percent increase in the volume of OEC on rent and increased rental rates. Trench safety, power and HVAC equipment rentals increased $6, or 21.4 percent, primarily reflecting a 30.3 percent increase in the volume of OEC on rent and increased rental rates.

Sales of rental equipment . For the three months ended March 31, 2011, sales of rental equipment represented 6 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2011, sales of rental equipment decreased 8.6 percent as compared to the same period in 2010, primarily reflecting changes in the mix of equipment sold.

Sales of new equipment. For the three months ended March 31, 2011, sales of new equipment represented 3 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2011, sales of new equipment decreased 21.1 percent as compared to the same period in 2010, reflecting a decline in the volume of equipment sold and the mix of equipment sold, partially offset by improved pricing.

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 three months ended March 31, 2011, contractor supplies sales represented 4 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three months ended March 31, 2011, contractor supplies sales declined 8.7 percent as compared to the same period in 2010. The decline reflects a reduction in the volume of supplies sold, partially offset by improved pricing and product mix.

Service and other revenues . Service and other revenues primarily represent our revenues earned from providing repair and maintenance services (including parts sales). For the three months ended March 31, 2011, service and other revenues represented 4 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. Service and other revenues for the three months ended March 31, 2011 were flat with 2010.

Segment Operating Income

Segment operating income and operating margin were as follows:


	General rentals			Trench safety, power and HVAC			Total
Three months ended March 31, 2011
Operating Income	$	26		$	5		$	31
Operating Margin		5.4	%		12.8	%		5.9	%
Three months ended March 31, 2010
Operating Income	$	1		$	3		$	4
Operating Margin		0.2	%		8.6	%		0.8	%

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


	Three Months Ended March 31,
	2011			2010
Total segment operating income	$	31		$	4
Unallocated restructuring charge		(1	)		(6	)

Operating income (loss)	$	30		$	(2	)

General rentals. For the three months ended March 31, 2011, operating income increased by $25 and operating margin increased by 5.2 percentage points from 2010, primarily reflecting increased gross margins from equipment rentals.

Trench safety, power and HVAC. For the three months ended March 31, 2011, operating income increased by $2 and operating margin increased by 4.2 percentage points from 2010, primarily reflecting increased gross margins from equipment rentals partially offset by decreased margins from sales of rental equipment.

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


	Three Months Ended March 31,
	2011			2010
Total gross margin		26.4	%		21.5	%
Equipment rentals		23.5	%		18.4	%
Sales of rental equipment		43.8	%		31.4	%
Sales of new equipment		20.0	%		15.8	%
Contractor supplies sales		33.3	%		30.4	%
Service and other revenues		57.1	%		57.1	%

For the three months ended March 31, 2011, total gross margin increased 4.9 percentage points as compared to the same period in 2010, primarily reflecting increased gross margins from equipment rentals and sales of rental equipment. Equipment rentals gross margin increased 5.1 percentage points, primarily reflecting a 4.2 percent rental rate increase and a 6.2 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, partially offset by increases in certain variable costs (such as repairs and maintenance) associated with higher rental volume. Additionally, compensation costs increased due to increased profit sharing associated with improved profitability. The 12.4 percentage point increase in gross margins from sales of rental equipment primarily reflects a higher proportion of retail sales, which yield higher margins, and a lower proportion of auction sales, which yield lower margins, in 2011. For the three months ended March 31, 2011 and 2010, on an original equipment cost-weighted basis, retail sales represented 85 percent and 74 percent of our sales of rental equipment, respectively, while auction sales represented 5 percent and 18 percent, respectively. Gross margins from sales of rental equipment may change in future periods if the mix of the channels that we use to sell rental equipment changes.

Selling, general and administrative (“SG&A”) expenses. SG&A expense information for the three months ended March 31, 2011 and 2010 was as follows:


	Three Months Ended March 31,
	2011			2010
Total SG&A expenses	$	95		$	86
SG&A as a percentage of revenue		18.2	%		18.0	%

SG&A expense primarily includes sales force compensation, bad debt expense, information technology costs, advertising and marketing expenses, third-party professional fees, management salaries and clerical and administrative overhead. For the three months ended March 31, 2011, SG&A expense of $95 increased $9 as compared to 2010. As a percentage of revenue, SG&A increased 0.2 percentage points year over year. The increase in SG&A primarily reflects the absence of a benefit of $4 which we recognized in the three months ended March 31, 2010 related to an insurance reimbursement of professional fees for regulatory matters that were previously expensed by the Company, and increased commissions and bonuses associated with improved profitability.

Restructuring charge. For the three months ended March 31, 2011, restructuring charges of $1 primarily relate to branch closure charges due to continuing lease obligations at vacant facilities. For the three months ended March 31, 2010, restructuring charges of $6 relate to the closure of seven branches and severance costs associated with reductions in headcount of approximately 500.

Interest expense, net for the three months ended March 31, 2011 and 2010 was as follows:


	Three Months Ended March 31,
	2011		2010
Interest expense, net	$	56	$	61

Interest expense, net for the three months ended March 31, 2011 decreased $5. Interest expense, net for the three months ended March 31, 2010 included a loss of $4 related to the repurchase of the remaining $435 principal amount of our 6 ¹ /2 percent Senior Notes. Excluding the impact of the 2010 debt repurchase loss, interest expense, net was flat year over year.

Other income, net was $1 for the three months ended March 31, 2011 and 2010. As discussed in note 4 to our condensed consolidated financial statements, other income, net for the three months ended March 31, 2011 and 2010 includes (i) gains of $4 and $8, respectively, associated with foreign currency forward contracts and (ii) losses of $4 and $8, respectively, associated with the revaluation of certain Canadian dollar denominated intercompany loans.

Income taxes. The following table summarizes our benefit for income taxes and the related effective tax rates for the three months ended March 31, 2011 and 2010:


	Three Months Ended March 31,
	2011			2010
Loss before benefit for income taxes	$	(27	)	$	(64	)
Benefit for income taxes		(7	)		(24	)
Effective tax rate		25.9	%		37.5	%

The differences between the 2011 and 2010 effective tax rates of 25.9 percent and 37.5 percent, respectively, 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.

Accounts payable. The balance of accounts payable at March 31, 2011 increased by $90, or 68 percent, as compared to December 31, 2010, primarily due to increased capital expenditures and a seasonal increase in business activity in 2011.

Recent Developments

In April 2011, we completed the acquisition of Venetor Group (“Venetor”), a seven-location equipment rental company in Canada that has a strong presence in the province of Ontario. Venetor had annual revenues of approximately $50.

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 6 to our condensed consolidated financial statements, in the first quarter of 2011, we purchased an aggregate of $37 of QUIPS for $36. In connection with this transaction, we retired $37 principal amount of our subordinated convertible debentures and recognized a loss of $1 inclusive of the write-off of capitalized debt issuance costs. This loss is reflected in interest expense-subordinated convertible debentures in our condensed consolidated statements of operations.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under our senior secured asset-based revolving credit facility (“ABL facility”) and accounts receivable securitization facility. As of March 31, 2011, we had (i) $627 of borrowing capacity, net of $51 of letters of credit, available under the ABL facility, (ii) $9 of borrowing capacity available under the accounts receivable securitization facility and (iii) cash and cash equivalents of $205. Cash equivalents at March 31, 2011 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 March 31, 2011, $682 and $193 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 March 31, 2011 were 3.4 percent and 1.6 percent, respectively. During the three months ended March 31, 2011, the monthly average amounts outstanding under the ABL facility and the accounts receivable securitization facility were $609 and $187, respectively, and the weighted-average interest rates thereon were 3.4 percent and 1.6 percent, respectively. The maximum month-end amounts outstanding under the ABL facility and the accounts receivable securitization facility during the three months ended March 31, 2011 were $682 and $193, respectively. The amount outstanding at March 31, 2011 under the ABL facility exceeded the average amounts outstanding during the three months ended March 31, 2011 primarily due to additional borrowings used to settle a Canadian dollar denominated intercompany loan.

We expect that our principal needs for cash relating to our existing operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (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 result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of April 15, 2011 were as follows:


	Corporate Rating	Outlook
Moody’s	B2		Stable
S&P	B		Stable
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. 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. We expect our gross and net rental capital expenditures to increase significantly in 2011 relative to 2010. Net rental capital expenditures (defined as purchases of rental equipment less the proceeds from sales of rental equipment) were $83 and $14 during the three months ended March 31, 2011 and 2010, respectively.

Loan Covenants and Compliance . As of March 31, 2011, 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 March 31, 2011, primarily due to losses sustained in prior years, URNA had no restricted payment capacity under the most restrictive restricted payment covenants in the indentures governing its outstanding indebtedness. Although this depletion limits 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 three months ended March 31, 2011, we (i) generated cash from operating activities of $154 and (ii) generated cash from the sale of rental and non-rental equipment of $36. We used cash during this period principally to (i) purchase rental and non-rental equipment of $120 and (ii) fund payments on debt, net of proceeds, of $70. During the three months ended March 31, 2010, we (i) generated cash from operating activities of $118, including $55 related to a federal tax refund and (ii) generated cash from the sale of rental and non-rental equipment of $36. We used cash during this period principally to (i) fund payments on debt, net of proceeds, of $252 and (ii) purchase rental and non-rental equipment of $54.

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


	Three Months Ended March 31,
	2011			2010
Net cash provided by operating activities	$	154		$	118
Purchases of rental equipment		(115	)		(49	)
Purchases of non-rental equipment		(5	)		(5	)
Proceeds from sales of rental equipment		32			35
Proceeds from sales of non-rental equipment		4			1
Excess tax benefits from share-based payment arrangements, net		—			(1	)

Free cash flow	$	70		$	99

Free cash flow for the three months ended March 31, 2011 was $70, a decrease of $29 as compared to free cash flow of $99 for the three months ended March 31, 2010. As noted above, net cash provided by operating activities for the three months ended March 31, 2010 included a $55 federal tax refund. Excluding the impact of this refund, free cash flow increased due to increased net cash provided by operating activities, partially offset by increased purchases of rental equipment.

Certain Information Concerning Off-Balance Sheet Arrangements. We lease real estate and non-rental equipment under operating leases as a regular business activity. As part of some of our non-rental equipment operating leases, we guarantee that the value of the equipment at the end of the term will not be less than a specified projected residual value. If the actual residual value for all equipment subject to such guarantees were to be zero, then our maximum potential liability under these guarantees would be approximately $7. Under current circumstances, we do not anticipate paying significant amounts under these guarantees; however, we cannot be certain that changes in market conditions or other factors will not cause the actual residual values to be lower than those currently anticipated. This potential liability was not reflected on our balance sheet as of March 31, 2011 or any prior date as we believe that proceeds from the sale of the equipment under these operating leases would approximate the payment obligation.

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

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk primarily consists of (i) interest rate risk associated with our variable and fixed rate debt, (ii) foreign currency exchange rate risk primarily associated with our Canadian operations and (iii) equity price risk associated with our convertible debt.

Interest Rate Risk . As of March 31, 2011, we had an aggregate of $875 of indebtedness that bears interest at variable rates, comprised of $682 of borrowings under the ABL facility and $193 of borrowings under our accounts receivable securitization facility. The amount of variable rate indebtedness outstanding under the ABL facility and accounts receivable securitization facility may fluctuate significantly. The interest rates applicable to our variable rate debt on March 31, 2011 were (i) 3.4 percent for the ABL facility and (ii) 1.6 percent for the accounts receivable securitization facility. As of March 31, 2011, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $6 for each one percentage point increase in the interest rates applicable to our variable rate debt.

At March 31, 2011, we had an aggregate of $2.0 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 March 31, 2011 would increase the fair value of our fixed rate indebtedness by approximately six percent. For additional information concerning the fair value and terms of our fixed rate debt, see note 5 (see “Fair Value of Financial Instruments”) to our condensed consolidated financial statements.

Currency Exchange Risk . The functional currency for our Canadian operations is the Canadian dollar. As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian operations during 2010 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 $4. As discussed in note 4 to our condensed consolidated financial statements, during the three months ended March 31, 2011, we recognized foreign currency losses of $4 associated with the revaluation of certain Canadian dollar denominated intercompany loans, however these losses were offset by gains of $4 recognized on forward contracts to purchase Canadian dollars, and the aggregate foreign currency impact of the intercompany loans and forward contracts did not have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes.

Equity Price Risk . In connection with the November 2009 issuance of $173 aggregate principal amount of 4 percent Convertible Senior Notes, Holdings entered into convertible note hedge transactions with option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments, 15.5 million shares of our common stock. The convertible note hedge transactions are intended to reduce, subject to a limit, the potential dilution with respect to our common stock upon conversion of the 4 percent Convertible Notes. The effect of the convertible note hedge transactions is to increase the effective conversion price to $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 $25.00 or $30.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 5.9 million or 7.5 million shares, respectively. Based on the price of our common stock during the first quarter of 2011, holders of the 4 percent Convertible Notes may convert the notes during the second quarter of 2011 at the initial conversion price of $11.11 per share of common stock. As of April 15, 2011, none of the 4 percent Convertible Notes were converted. Based on the price of our common stock during the first quarter of 2011, holders of our 1 ⁷ / 8 percent Convertible Senior Subordinated Notes may convert the notes during the second quarter of 2011 at a conversion price of $21.83 per share of common stock. As of April 15, 2011, none of the 1 ⁷ / 8 percent Convertible Senior Subordinated Notes were converted.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

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

The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of March 31, 2011. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2011.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

The information set forth under note 7 to our unaudited condensed consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments and should be read in conjunction with note 15 to our consolidated financial statements for the year ended December 31, 2010 filed on Form 10-K on February 1, 2011.

Item 1A.

Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our 2010 Form 10-K, which risk factors are incorporated herein by reference. You should carefully consider these risk factors in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table provides information about purchases of Holdings’ common stock by Holdings during the first quarter of 2011:


Period	Total Number of Shares Purchased		Average Price Paid Per Share
January 1, 2011 to January 31, 2011		—	$	—
February 1, 2011 to February 28, 2011		94,408	$	30.11
March 1, 2011 to March 31, 2011		115,959	$	30.16

Total (1)		210,367

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

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)

10(a)*		Form of United Rentals, Inc. 2010 Long Term Incentive Plan Restricted Stock Unit Agreement (Performance-Based)

10(b)*		First Amendment, dated April 28, 2008, to the Employment Agreement between United Rentals, Inc. and Dale Asplund

10(c)*		Fourth Amendment dated as of April 14, 2011, to the Amended and Restated Receivables Purchase Agreement, dated as of December 22, 2008, by and among United Rentals Receivables LLC II, United Rentals, Inc., Atlantic Asset Securitization LLC, Liberty Street Funding LLC, Calyon New York Branch, and The Bank Of Nova Scotia

12.1*		Computation of Ratio of Earnings to Fixed Charges

31(a)*		Rule 13a-14(a) Certification by Chief Executive Officer

31(b)*		Rule 13a-14(a) Certification by Chief Financial Officer

32(a)**		Section 1350 Certification by Chief Executive Officer

32(b)**		Section 1350 Certification by Chief Financial Officer

*	Filed herewith.

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

SIGNATURES

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


	UNITED RENTALS, INC.

Dated: April 18, 2011	By:	/ S / J OHN J. F AHEY

		John J. Fahey
		Vice President, Controller and Principal Accounting Officer

	UNITED RENTALS (NORTH AMERICA), INC.

Dated: April 18, 2011	By:	/ S / J OHN J. F AHEY

		John J. Fahey
		Vice President, Controller and Principal Accounting Officer

Exhibit 10(a)

2010 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(PERFORMANCE-BASED)

Awardee:

Date of Grant:

Target Number of Restricted Stock Units:

This RESTRICTED STOCK UNIT 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 Restricted Stock Units . The Company, pursuant to its 2010 Long Term Incentive Plan (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 ”) the Target Number of Restricted Stock Units (the “ Units ”). The number of Units granted represents the number of Units that would be earned if the Company were to achieve the target level of performance for the Company Performance Measures (as hereinafter defined) for each calendar year during the period from January 1, 2011 through December 31, 2013 (each calendar year during such period, a “ Performance Period ”). The number of Units earned, if any, is subject to increase or decrease based on the Company’s actual performance against the Company Performance Measures and may range from 0% to 200% of the Units. 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 Units, except as determined by the Company in its sole discretion.

2. Company Performance Measure; Certification;

Change in Control; Forfeiture .

(i)

Company Performance Measures. Provided you have remained continuously employed by the Company through the last day of a Performance Period (each such day, a “ Vesting Date ”), one-third of the Target Number of Restricted Stock Units granted hereunder may be earned for each Performance Period based on the achievement of annual goals related to EBITDA and EBTIDA Margin (each as adjusted for restructuring charges and stock compensation) set forth in Schedule I (the “ Company Performance Measures ”). The Compensation Committee of the Board of Directors of the Company (the “ Compensation Committee ”) shall approve the Company Performance Measures and the formula to determine the number of Units earned based upon the level of achievement of the Company Performance Measures for each Performance Period no later than 90 days after the commencement of the Performance Period to which the Company Performance Measures relate. The Company shall notify you of the Company Performance Measures and formula as soon as practicable thereafter.

(ii)

Certification. The Compensation Committee shall certify the achievement of the Company Performance Measures in accordance with Section 2.8.2(c) of the Plan and the percentage of Units earned for a Performance Period as soon as administratively practicable after the end of the Performance Period but no later than 45 days after the end of the calendar year in which the Performance Period ends (the “ Certification Date ”). The percentage of Units earned for a Performance Period will be determined as follows:


Performance	Percentage of Units earned for a Performance Period*
Performance less than Threshold		0	%
Performance at Threshold		50	%
Performance at Target		100	%
Performance at or above Maximum		200	%

*	If the performance is between the amounts shown, the percentage of Units earned will be appropriately adjusted to a percentage determined by linear interpolation between the respective amounts shown.

The Company shall advise you of the percentage of Units earned for the Performance Period as soon as practicable following the Certification Date. All earned Units for the Performance Period shall be settled in accordance with Section 4 and any Units not earned for the Performance Period shall be canceled and forfeited as of the Certification Date.

(iii)

Change in Control . Except as set forth in Section 7, following a Change in Control (as defined below), notwithstanding the provisions of Sections 2(i) and 2(ii), the Units will convert to time-based Units and will be deemed earned at the target level with respect to any then open Performance Period on the anniversary of the Date of Grant following the end of the applicable Performance Period, provided that Awardee has remained continuously employed by the Company through the applicable Vesting Date.

-2-

(iv)

Forfeiture. Except as set forth in Section 7, if your employment with the Company terminates for any reason whatsoever, including, but not limited to, a termination by the Company with or without “Cause” (as hereinafter defined), a resignation by you with or without “Good Reason” (as hereinafter defined), or your retirement, prior to the Vesting Date for any Performance Period, all Units that could have been earned for such Performance Period and for any remaining Performance Period shall be canceled and forfeited as of the date of such termination.

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

4. Settlement of Units .

(i)

General . Earned Units shall be settled in shares of the common stock, $.01 par value, of the Company (“ Shares ”), on a one-for-one basis, (1) as soon as practicable following the Certification Date (but in no event later than March 1st in the calendar year after the calendar year in which the Performance Period ends) or (2) following a Change in Control, as soon as practicable following the anniversary of the Date of Grant Units are deemed earned in accordance with Section 2(iii), provided in each case that Awardee has satisfied their tax withholding obligations with respect to the earned Units as described in this Agreement. Shares, in a number equal to the number of Units that have been earned, 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.

(ii)

Section 409A . The Company intends that the Units shall not constitute “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and this Agreement shall be interpreted, administered and construed consistent with such intent. If, and only to the extent that, (1) the Units constitute “deferred compensation” within the meaning of Section 409A and (2) 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 Units 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.

5. Forfeiture . You acknowledge that an essential purpose of the grant of the Units 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,

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YOU SHALL NOT BE ENTITLED TO RETAIN THE UNITS OR RECEIVE 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:

(i)

the Units shall terminate and be forfeited as of the date of such determination; and

(ii)

Awardee shall (1) transfer back to the Company, for consideration of $.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 Units 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 $.01.

For purposes of the preceding clause (ii)(2) of this Section 5, 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.

“ Injurious Conduct ” for purposes of this Agreement 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.

6. Securities Laws Restrictions . You represent that when the Units are 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: (i) 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 (ii) 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 (i) any sale of the Shares

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you acquire upon settlement of the Units are subject to the Company’s insider trading rules and policies, as they exist from time to time, and (ii) 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.

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 Units.

7. Change in Control; Death or Disability .

(i)

In the event of either (1) a Change in Control that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (2) a termination of Awardee’s employment by the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units shall be deemed earned at the target level with respect to each remaining open Performance Period and nonforfeitable upon the occurrence of such event.

(ii)

In the event of 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), a pro rata portion of the Units that could have been earned for the Performance Period in which such termination occurs shall be deemed earned on the date of such termination equal to — multiplied by a fraction (the denominator of which is 365 and the numerator of which is the number of days since the first day of the current Performance Period until the date of termination). All Units that are not earned as of the date of such termination (including as a result thereof) shall be forfeited on the date of such termination.

(iii)

For purposes of this Agreement, “ Change in Control ” means (1) any person or business entity is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (2) there shall be consummated a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.

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(iv)

For purposes of this Agreement, “ Cause ” means (1) Awardee’s continued failure to substantially perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness), (2) Awardee’s commission of a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (3) Awardee’s fraud, misappropriation, misconduct or dishonesty in connection with his or her duties, (4) 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, (5) 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, (6) Awardee’s breach of the Company’s Code of Conduct or (7) Awardee’s material breach of any Company policies and procedures applicable to Awardee.

(v)

For purposes of this Agreement, “ Good Reason ” shall exist if Awardee resigns his or her employment following the Company’s (1) material reduction of Awardee’s base salary, or (2) requirement that Awardee relocate more than 50 miles from Awardee’s current principal location of employment; “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.

(vi)

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.

8. 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 Units hereunder, or otherwise as a result of your receipt of the Units, 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.

9. No Rights as a Stockholder . Neither the Units nor this Agreement shall entitle Awardee to any voting rights or other rights as a stockholder of the Company 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 any Units.

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10 . Conformity with Plan . This Agreement, and the Units 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 the Plan and 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 Units under the Plan regarding the federal, state or local income tax consequences or employment tax consequences of participating in the Plan. Notwithstanding any withholding by the Company of taxes hereunder, Awardee remains responsible for determining Awardee’s own personal tax consequences with respect to the Units, their being earned, the receipt of Shares upon settlement, any subsequent disposition 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 Units 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. Adjustments for Changes in Capital Structure . In the event any change is made to the Shares by reason of any dividend of shares or extraordinary cash dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, the Company shall make such appropriate adjustments to the Units as it determines are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement.

15. Disputes . Any question concerning the interpretation of or performance by the Company or Awardee under this Agreement, including, but not limited to, the Units, their being earned, settlement or forfeiture, 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,

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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 Units, must be objectively reasonable.

16. Miscellaneous .

(i)

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 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.

(ii)

This Agreement may not be changed or terminated except by a written agreement expressly referencing this Agreement and signed by the President or Chief Executive Officer of the Company and Awardee.

(iii)

This Agreement, 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.

(iv)

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.

(v)

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.

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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:


NAME

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Schedule I

Restricted Stock Unit Agreement

Company Performance Measures

The Compensation Committee has determined that the number of Units earned based on the achievement of the Company Performance Measures, weighted equally, for the Performance Period beginning on January 1, 2011 and ending on December 31, 2011 shall be determined as set forth in the following schedule:


Performance Level	EBITDA ** ($M)	EBITDA Margin **
Maximum	880	37.3%
Target	800	33.3%
Threshold	750	30.0%

*	If the performance is between the amounts shown, the percentage of Units earned will be appropriately adjusted to a percentage determined by linear interpolation between the respective amounts shown.

**	Each as adjusted for restructuring charges and stock compensation.

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Exhibit 10(b)

AMENDED EMPLOYMENT AGREEMENT

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

Recitals:

The Company engages in the business of renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial equipment, aerial work platforms, traffic safety equipment, trench safety equipment, industrial equipment, landscaping equipment, and home repair and maintenance equipment, as well as highway construction related technologies and the buying of companies that engage in such activities along with the computer hardware and software systems designed, developed and utilized with respect to any of the foregoing. The Company may in the future also engage in other businesses. The businesses in which the Company is at any time engaged, to any extent, are collectively referred to as the “ Business .”

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

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

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

1. Employment At Will: Full Time. Etc.

(a)

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

(b)

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

(c)

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

(d)

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(ii)

business, pricing and management methods;

(iii)

employee handbooks, operations manuals and best practices memoranda;

(iv)

finances, strategies, systems, research, surveys, plans, reports, recommendations and conclusions:

(v)

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

(vi)

technical information, work product and know-how;

(vii)

cost, operating, and other management information systems, and other software and programming;

(viii)

the name of any company or business, any part of which is or at any time was a candidate for potential acquisition by the Company, together with all analyses and other information which the Company has generated, compiled or otherwise obtained with respect to such candidate, business or potential acquisition, or with respect to the potential effect of such acquisition on the Company’s business, assets, financial results or prospects; and

(ix)

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

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

(a)

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

(i)

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

(A)

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

(B)

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

(ii)

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

(A)

the entities listed in Exhibit A to this Agreement;

(B)

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

(C)

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

(b)

During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not anywhere directly or indirectly (whether as an owner,

partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons):

(i)

solicit the business of, or call upon, any person or entity, or affiliate of any such person or entity, who or which is or was a customer, supplier, manufacturer, finder, broker, or other person who had a business relationship with the Company or who was a prospect for a business relationship with the Company at any time during the period of Employee’s employment, for the purpose of providing or obtaining any product or service reasonably deemed competitive with any product or service then offered by the Company;

(ii)

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

(iii)

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

(iv)

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

(v)

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

(c)	The Company shall be entitled to advise each of Employee’s future employers, or potential future employers of this Agreement, and to correspond and otherwise deal with each such person or entity to ensure that the provisions of this Agreement are enforced and duly discharged.

(d)

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

(e)

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

(f)

Since monetary damages will be inadequate and the Company will be irreparably damaged if the provisions of this Agreement are not specifically enforced, the Company shall be entitled, among other remedies, an injunction restraining any violation of this Agreement (without any bond or other security being required) by Employee and by any person or entity to whom Employee provides or proposes to provide any services in violation of this Agreement.

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

3.1. Salary Continuation Payments .

(a)

In the event Employee’s employment was terminated by the Company without “cause” (as defined below) or Employee resigned for a “good reason” (as defined below), then, for a period of 12 months following termination of employment, the Company shall pay to Employee every two weeks l/26th of the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of his employment; provided, however, all payments to Employee provided in this Section 3.1 (a) are conditioned upon Employee’s execution of the Company’s standard separation agreement and general release, in such form as the Company in its sole discretion determines provided the form is similar to the forms used for similarly situated employees. In the event Employee fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the Salary Continuation Payments.

(b)

As used in Section 3.1 (a), “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in financial damage to the Company; (iv) [intentionally deleted at request of Employee]; (v) [intentionally deleted at request of Employee]; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application for employment with the Company, regardless of when discovered; (viii) the Employee has knowingly falsified Company records; (ix) [intentionally deleted at request of Employee]; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, materially damages the reputation of the Company; (xi) the Employee has intentionally disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies).

(c)

As used in Section 3,1 (a), a “good reason” shall exist only if Employee resigns because he is required to permanently relocate his primary work location to a new location more than 60 miles from Shelton, Connecticut, and provided that Employee has given to the Company written notice of the occurrence of such event with a reference to this Agreement, and the Company has not cured such event by the 30th day after the date of such notice.

4. Inventions and intellectual Property . Employee shall promptly disclose to the Company any and all conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Employee, solely or jointly with another, during or after regular hours of employment, during the period of employment or within one year thereafter, and which are related to the business or activities of the Company or which Employee conceives as a result of his or her employment by the Company, and Employee hereby assigns and agrees to assign all Employee’s interests therein to the Company or its nominee. Employee also agrees that all works created by him/her are considered work made for hire and prepared by Employee within the scope of his/her employment by the Company and Employee further agrees to assign, and hereby does assign automatically, all such future work to the Company. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments or other instruments that the Company shall deem necessary to apply for and obtain Letters of Patent or Copyright of the United States or any foreign country or to otherwise protect the Company’s interest therein. These obligations shall continue beyond the termination of employment with respect to inventions,

improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by Employee during the period of employment or within one year thereafter, and shall be binding upon Employee’s assigns, executors, administrators and other legal representatives.

5. Jurisdiction & Arbitration .

(a)

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

(b)

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

(c)

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

(d)

Arbitration of Certain Claims by Employee .

(i)

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

(ii)

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

(iii)

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

6. Suits Against Company .

(a)

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

(i)

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

(ii)

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

(b)

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

(c)

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

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

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

9. Miscellaneous .

(a)

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

(b)

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

(c)

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

of the assets of the Company, or to any affiliate of the Company, or to any entity with which the Company merges or consolidates.

(d)

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


		To the Company:		United Rentals, Inc.
				Five Greenwich Office Park
				Greenwich, CT 06831
				Attn: Human Resources Department

		with a copy to:		United Rentals, Inc.
				Five Greenwich Office Park
				Greenwich, CT 06831
				Attn: Legal Department

		To Employee:		To the home address Employee last provided to the Company’s Human Resources department

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

SIGNATURES ON FOLLOWING PAGE


UNITED RENTALS, INC.	EMPLOYEE

BY:	/s/ D ALE A SPLUND
NAME:	DALE ASPLUND

TITLE:	DATE:	4-28-08

DATE:

EXHIBIT A

Aggreko

American Equipment Company

Ashtead Group Plc

Atlas Copco Group

Atlas Copco Rental Service

Caterpillar Inc.

CAT Rental

Deere & Co.

GE Capital equipment leasing divisions

Golder Thoma

H & E Equipment Services

Hertz Equipment Rental Corp.

Home Depot

National Equipment Services, Inc.

Nations Rent, Inc.

Neff Corporation

Rental Service Corporation

RentX Industries, Inc.

Sunstate Equipment Co.

Sunbelt Rentals Inc.

Volvo AB

Any company on the “RER 100” list

Any affiliate of any of the foregoing.

Exhibit 10(c)

EXECUTION VERSION

AMENDMENT

THIS AMENDMENT, dated as of April 14, 2011 (this “ Amendment ”), is entered into by and among UNITED RENTALS RECEIVABLES LLC II, as Seller (the “ Seller ”), UNITED RENTALS, INC., as Collection Agent (the “ Collection Agent ”), ATLANTIC ASSET SECURITIZATION LLC, as a Purchaser (“ Atlantic ”), LIBERTY STREET FUNDING LLC, as a Purchaser (“ Liberty ”), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Purchaser Agent for Atlantic (in such capacity, a “ Purchaser Agent ”) and the Administrative Agent (in such capacity, the “ Administrative Agent ”), and THE BANK OF NOVA SCOTIA, as Purchaser Agent for Liberty (in such capacity, a “ Purchaser Agent ”) .

Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below and amended hereby).

WHEREAS, the parties hereto have entered into to that certain Amended and Restated Receivables Purchase Agreement, dated as of December 22, 2008 (as amended, restated, supplemented or otherwise modified to the date hereof, the “ Agreement ”); and

WHEREAS, the parties hereto desire to amend the Agreement in certain respects as hereinafter set forth;

NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1. Amendment to Agreement .

(a) The proviso at the end of the first sentence of Section 2.02 of the Agreement is hereby deleted in its entirety and replaced with the following:

provided that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (g) of Exhibit V, the Facility Termination Date and the Commitment Termination Date shall occur.

(b) The introductory clause to Exhibit V of the Agreement is hereby deleted in its entirety and replaced with the following:

Each of the foregoing, unless waived in writing by the Purchaser Agents (other than as set forth in paragraph (g) which cannot be waived), shall be an “ Event of Termination ”.

SECTION 2. Costs and Expenses . The Borrowers hereby agree that in addition to costs otherwise required to be paid pursuant to the Agreement, the Borrowers shall promptly following demand therefor pay the reasonable legal fees and out-of-pocket expenses (as set forth in an itemized invoice) of the Administrative Agent and the Purchaser Agents party hereto in connection with the consummation of this Amendment.

SECTION 3. Effective Date . The terms of this Amendment shall be deemed to apply to the Agreement as of and from January 1, 2011.

SECTION 4. Governing Law . This Amendment will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof (other than Section 5-1401 and 5-1402 of the New York General Obligations Law).

SECTION 5. Severability . Each provision of this Amendment shall be severable from every other provision of this Amendment for the purposes of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 6. Agreement in Full Force and Effect . Except as amended by this Amendment, all of the provisions of the Agreement and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

SECTION 7. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


SELLER	UNITED RENTALS RECEIVABLES LLC II

	By:	/s/ Irene Moshouris
	Name:	Irene Moshouris
	Title:	Vice President-Treasurer

COLLECTION AGENT	UNITED RENTALS, INC.

	By:	/s/ Irene Moshouris
	Name:	Irene Moshouris
	Title:	Vice President-Treasurer

ADMINISTRATIVE AGENT, PURCHASER AGENT AND BANK	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, Purchaser Agent and Bank

	By:
	Name:
	Title:

	By:
	Name:
	Title:

Signature page to Amendment

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


SELLER	UNITED RENTALS RECEIVABLES LLC II

	By:
	Name:
	Title:

COLLECTION AGENT	UNITED RENTALS, INC.

	By:
	Name:
	Title:

ADMINISTRATIVE AGENT, PURCHASER AGENT AND BANK
ADMINISTRATIVE AGENT, PURCHASER AGENT AND BANK	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, Purchaser Agent and Bank

	By:	/s/ Kostantina Kourmpetis
	Name:	Kostantina Kourmpetis
	Title:	Managing Director

	By:	/s/ SAM PILCER
	Name:	SAM PILCER
	Title:	MANAGING DIRECTOR

Signature page to Amendment


PURCHASER	ATLANTIC ASSET SECURITIZATION LLC,
		as Issuer

	By:	Credit Agricole Corporate and Investment Bank,
		as Attorney-in-Fact

	By:	/s/ Kostantina Kourmpetis
	Name:	Kostantina Kourmpetis
	Title:	Managing Director

	By:	/s/ SAM PILCER
	Name:	SAM PILCER
	Title:	MANAGING DIRECTOR

PURCHASER AGENT AND BANK	THE BANK OF NOVA SCOTIA,
	as Purchaser Agent and Bank

	By:
	Name:
	Title:

PURCHASER	LIBERTY STREET FUNDING LLC,
	as Issuer

	By:
	Name:
	Title:

Signature page to Amendment


PURCHASER	ATLANTIC ASSET SECURITIZATION LLC,
		as Issuer

	By:	Credit Agricole Corporate and Investment Bank,
		as Attorney-in-Fact

	By:
	Name:
	Title:

	By:
	Name:
	Title:

PURCHASER AGENT AND BANK	THE BANK OF NOVA SCOTIA,
	as Purchaser Agent and Bank

	By:	/s/ Luke Evans
	Name:	Luke Evans
	Title:	Director

PURCHASER	LIBERTY STREET FUNDING LLC,
	as Issuer

	By:
	Name:
	Title:

Signature page to Amendment


PURCHASER	ATLANTIC ASSET SECURITIZATION LLC,
		as Issuer

	By:	Credit Agricole Corporate and Investment Bank,
		as Attorney-in-Fact

	By:
	Name:
	Title:

	By:
	Name:
	Title:

PURCHASER AGENT
AND BANK	THE BANK OF NOVA SCOTIA,
	as Purchaser Agent and Bank

	By:
	Name:
	Title:

PURCHASER	LIBERTY STREET FUNDING LLC,
	as Issuer

	By:	/s/ Frank B. Bilotta
	Name:	Frank B. Bilotta
	Title:	President

Signature page to Amendment

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratios)


	Year Ended December 31,															Three Months Ended March 31, 2011
	2006			2007			2008			2009			2010			Three Months Ended March 31, 2011
Earnings:
Income (loss) from continuing operations before provision (benefit) for income taxes		405			578			(813	)		(107	)		(63	)		(27	)
Add:
Fixed charges, net of capitalized interest		289			251			277			288			279			66
Total earnings available for fixed charges		694			829			(536	)		181			216			39
Fixed charges (1):
Interest expense, net		208			187			174			226			255			56
Add back interest income, which is netted in interest expense		11			6			6			1			1			—
Add back gains (losses) on bond repurchases/retirement of subordinated convertible debentures, included in interest expense		—			—			41			20			(28	)		(1	)
Interest expense – subordinated convertible debentures, net		13			9			9			(4	)		8			2
Capitalized interest		1			2			1			1			—			—
Interest component of rent expense		53			49			47			45			43			9
Interest expense – discontinued operation		4			—			—			—			—			—
Fixed charges		290			253			278			289			279			66
Ratio of earnings to fixed charges		2.4	x		3.3	x		—	(2)(3)		—	(2)		—	(2)		—	(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 is determined based on an estimate of a reasonable interest factor at the inception of the leases.

(2)

Due to our losses for the three months ended March 31, 2011 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 $27, $63, $108, and $814 for the three months ended March 31, 2011 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 March 31, 2011;

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;

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:

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;

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;

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

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):

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

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

April 18, 2011

/ 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 March 31, 2011;

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;

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):

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

April 18, 2011

/ 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 March 31, 2011 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

April 18, 2011

Exhibit 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarterly period ended March 31, 2011 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

April 18, 2011

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company