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 ~~September~~March 3031, ~~2012~~2013



¨	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 86-0933835
(States of Incorporation)		(I.R.S. Employer Identification Nos.)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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



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

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

As of ~~October~~April 12, ~~2012~~2013, there were 9294,~~590~~234,~~464~~996 shares of United Rentals, Inc. common stock, $0.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

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

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UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2012~~2013

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Unaudited Condensed Consolidated Financial Statements	4
	United Rentals, Inc. Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011	4
	United Rentals, Inc. Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	4
	United Rentals, Inc. Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2012 and 2011 (unaudited)	5
	United Rentals, Inc. Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2013 and 2012 (unaudited)	5
	United Rentals, Inc. Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011 (unaudited)	6
	United Rentals, Inc. Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and 2012 (unaudited)	6
	United Rentals, Inc. Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2012 (unaudited)	7
	United Rentals, Inc. Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2013 (unaudited)	7
	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (unaudited)	8
	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 (unaudited)	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3324
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4734
Item 4	Controls and Procedures	4935
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	5036
Item 1A	Risk Factors	5036
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5036
Item 6	Exhibits	5137
	Signatures	5238

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.

Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following:

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


•	our highly leveraged capital structure requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;

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

• inability to benefit from government spending, including spending associated with ~~stimulus-related~~infrastructure ~~construction~~ projects;


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


•	noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating our credit facilities and requiring us to repay outstanding borrowings;


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


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


•	incurrence of impairment charges;


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


•	increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves;


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

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


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


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

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


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


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


•	competition from existing and new competitors;


•	disruptions in our information technology systems;


•	the costs of complying with environmental and safety regulations;


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


•	shortfalls in our insurance coverage.

For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

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PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	September 30, 2012			December 31, 2011
	March 31, 2013			December 31, 2012
	(unaudited)
ASSETS
Cash and cash equivalents	$	68147		$	36106
Accounts receivable, net of allowance for doubtful accounts of $48 at September 30, 2012 and $33 at December 31, 2011	804			464
Accounts receivable, net of allowance for doubtful accounts of $65 at March 31, 2013 and $64 at December 31, 2012	725			793
Inventory	89103			4468
Prepaid expenses and other assets	~~108~~81			75111
Deferred taxes	42255			~~104~~265
Total current assets	1,~~111~~311			~~723~~1,343
Rental equipment, net	54,~~103~~963			24,~~617~~966
Property and equipment, net	~~426~~420			~~366~~428
Goodwill and other intangible assets, net	4,228			372
Goodwill, net	2,963			2,970
Other long-term assets	124			65
Other intangible assets, net	1,151			1,200
Total assets	$	10,992		$	4,143
Other long-term assets	113			119
Total assets	$	10,921		$	11,026
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	$	~~651~~567		$	~~395~~630
Accounts payable	~~408~~406			~~206~~286
Accrued expenses and other liabilities	~~455~~396			~~263~~435
Total current liabilities	1,~~514~~369			~~864~~1,351
Long-term debt	6,~~724~~580			26,~~592~~679
Subordinated convertible debentures	5517			55
Deferred taxes	1,~~106~~293			~~470~~1,302
Other long-term liabilities	6567			5965
Total liabilities	9,~~464~~326			49,~~040~~452
Temporary equity (note 8)	33			39
Temporary equity (note 6)	29			31
Common stock—$0.01 par value, 500,000,000 shares authorized, 95,438,749 and 92,589,656 shares issued and outstanding, respectively, at September 30, 2012 and 62,877,530 shares issued and outstanding at December 31, 2011	1			1
Common stock—$0.01 par value, 500,000,000 shares authorized, 97,487,189 and 94,232,796 shares issued and outstanding, respectively, at March 31, 2013 and 95,891,809 and 92,984,016 shares issued and outstanding, respectively, at December 31, 2012	1			1
Additional paid-in capital	12,~~977~~037			~~487~~1,997
Accumulated deficit	(~~465~~403		)	(~~499~~424		)
Treasury stock at cost—2,849,093 and 0 shares at September 30, 2012 and December 31, 2011, respectively	(112		)	—
Treasury stock at cost—3,254,393 and 2,907,793 shares at March 31, 2013 and December 31, 2012, respectively	(133		)	(115		)
Accumulated other comprehensive income	9464			7584
Total stockholders’ equity	1,~~495~~566			641,543
Total liabilities and stockholders’ equity	$	10,~~992~~921		$	411,~~143~~026

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In millions, except per share amounts)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2012			2011			2012			2011
	2013			2012
Revenues:
Equipment rentals	$	~~1,051~~916		$	~~604~~523		$	~~2,419~~		$	~~1,562~~
Sales of rental equipment	~~101~~123			4276			~~258~~			~~115~~
Sales of new equipment	2421			2418			64			60
Contractor supplies sales	2320			2318			64			66
Service and other revenues	20			2021			63			62
Total revenues	1,~~219~~100			~~713~~656			~~2,868~~			~~1,865~~
Cost of revenues:
Cost of equipment rentals, excluding depreciation	~~395~~393			~~261~~246			~~991~~			~~740~~
Depreciation of rental equipment	~~204~~202			~~110~~115			~~491~~			~~312~~
Cost of rental equipment sales	7283			2747			~~175~~			73
Cost of new equipment sales	1917			1915			51			48
Cost of contractor supplies sales	1713			1512			45			45
Cost of service and other revenues	7			78			23			24
Total cost of revenues	~~714~~715			~~439~~443			~~1,776~~			~~1,242~~
Gross profit	~~505~~385			~~274~~213			~~1,092~~			~~623~~
Selling, general and administrative expenses	~~164~~160			~~103~~102			~~412~~			~~298~~
RSC merger related costs	86			—10			98			—
Restructuring charge	406			2—			93			5
Non-rental depreciation and amortization	7164			1314			~~134~~			39
Operating income	~~222~~149			~~156~~87			~~355~~			~~281~~
Interest expense, net	~~127~~118			5768			~~316~~			~~170~~
Interest expense—subordinated convertible debentures	12			1			3			5
Other expense (income), net	—			2			(13		)	(2		)
Other income, net	(1		)	(1		)
Income from continuing operations before provision for income taxes	94			96			49			108
Income before provision for income taxes	30			19
Provision for income taxes	219			316			15			35
Income from continuing operations	73			65			34			73
Net income	$	21		$	13
Loss from discontinued operation, net of taxes	—			—			—			(1		)
Basic earnings per share	$	0.22		$	0.21
Net income	$	73		$	65		$	34		$	72
Diluted earnings per share	$	0.19		$	0.17
Basic earnings per share:
Income from continuing operations	$	0.78		$	1.04		$	0.42		$	1.18
Loss from discontinued operation	—			—			—			(0.01		)
Net income	$	0.78		$	1.04		$	0.42		$	1.17
Diluted earnings per share:
Income from continuing operations	$	0.70		$	0.91		$	0.37		$	1.00
Loss from discontinued operation	—			—			—			(0.01		)
Net income	$	0.70		$	0.91		$	0.37		$	0.99

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In millions)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2012			2011			2012		2011
	2013			2012
Net income	$	7321		$	6513		$	34	$	72
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	19(20		)	~~(36~~9		)	18		~~(23~~		)
Fixed price diesel swaps	2—			(1		)	1		(1		)
Other comprehensive income (loss)	21			(37		)	19		(24		)
Other comprehensive (loss) income	(20		)	10
Comprehensive income	$	941		$	2823		$	53	$	48

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In millions)

	Common Stock				Additional						Treasury Stock				AccumulatedOther
	Number ofShares		Amount		Paid-inCapital			AccumulatedDeficit			Number ofShares	Amount			ComprehensiveIncome
	Number ofShares (1)		Amount		Paid-inCapital			AccumulatedDeficit			Number ofShares	Amount			ComprehensiveIncome
Balance at December 31, 2011	63		$	1	$	487		$	(499	)	—	$	—		$	75
Balance at December 31, 2012	93		$	1	$	1,997		$	(424	)	3	$	(115	)	$	84
Net income								3421
Foreign currency translation adjustments															18(20		)
Fixed price diesel swaps															1
Stock compensation expense, net					9
RSC acquisition	30				1,425
Exercise of common stock options					3
Stock compensation expense, net (1)					45
Conversion of subordinated convertible debentures	1				38
Exercise of common stock options	2				17
4 percent Convertible Senior Notes					2
Conversion of 1 7/8 percent Convertible Senior Subordinated Notes	1				17
Shares repurchased and retired					(12		)
4 percent Convertible Senior Notes					6
Repurchase of common stock											—	(18		)
Shares repurchased and retired					(16		)
Balance at March 31, 2013	94		$	1	$	2,037		$	(403	)	3	$	(133	)	$	64
Repurchase of common stock	(3	)									3	(112		)
Excess tax benefits from share-based payment arrangements, net					(4		)
Balance at September 30, 2012	93		$	1	$	1,977		$	(465	)	3	$	(112	)	$	94

(1) ~~Includes~~An ~~net~~aggregate ~~stock~~of ~~compensation~~30 ~~expense~~million asnet ~~reported~~shares aswere aissued ~~separate~~during ~~component~~the inyear ~~our~~ended ~~condensed~~December ~~consolidated~~31, ~~statements~~2012. ofThe ~~cash~~shares ~~flows,~~were ~~and~~primarily ~~net~~issued ~~stock~~in ~~compensation~~connection ~~expense~~with ~~included~~the inacquisition ~~“Restructuring~~of ~~charge”~~RSC ~~and~~Holdings ~~"RSC~~Inc. ~~merger~~discussed ~~related~~in ~~costs"~~in asnote ~~reported~~1 into ~~our~~the condensed consolidated ~~statements~~financial ~~of cash flows~~statements.

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2012			2011
	2013			2012
Cash Flows From Operating Activities:
Net income	$	3421		$	7213
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~625~~266			~~351~~129
Amortization of deferred financing costs and original issue discounts	176			175
Gain on sales of rental equipment	(8340		)	(4229		)
Gain on sales of non-rental equipment	(21		)	(21		)
Gain on sale of software subsidiary	(10		)	—
Stock compensation expense, net	9			4
Stock compensation expense, net	23			9
RSC merger related costs	6			10
RSC merger related costs	98			—
Restructuring charge	6			—
Restructuring charge	93			5
Loss on retirement of subordinated convertible debentures	1			—
Loss on retirement of subordinated convertible debentures	—			1
Increase in restricted cash- RSC merger related debt interest	—			(25		)
Increase in deferred taxes	53			161
Changes in operating assets and liabilities, net of amounts acquired:
Increase in accounts receivable	(94		)	(60		)
Decrease in accounts receivable	65			50
Increase in inventory	(2234		)	(1741		)
Increase in prepaid expenses and other assets	(17		)	(11		)
Decrease in prepaid expenses and other assets	30			11
(Decrease) increase in accounts payable	(102		)	101
Increase in accounts payable	121			172
(Decrease) increase in accrued expenses and other liabilities	(70		)	13
Decrease in accrued expenses and other liabilities	(50		)	(45		)
Net cash provided by operating activities	~~495~~409			~~453~~254
Cash Flows From Investing Activities:
Purchases of rental equipment	(~~1,109~~289		)	(~~631~~390		)
Purchases of non-rental equipment	(7614		)	(2436		)
Proceeds from sales of rental equipment	~~258~~123			~~115~~76
Proceeds from sales of non-rental equipment	265			117
Purchases of other companies	~~(1,175~~—		)	(~~198~~57		)
Proceeds from sale of software subsidiary	10			—
Net cash used in investing activities	(175		)	(400		)
Net cash used in investing activities	(2,066		)	(727		)
Cash Flows From Financing Activities:
Proceeds from debt	~~4,886~~631			13,~~462~~351
Payments of debt, including subordinated convertible debentures	(~~3,102~~795		)	(~~1,383~~385		)
Proceeds from the exercise of common stock options	17			31
Increase in restricted cash- proceeds from RSC merger related debt	—			(2,825		)
Common stock repurchased	(128		)	(7		)
Proceeds from the exercise of common stock options	3			5
Payments of financing costs	(67		)	—
Common stock repurchased	(30		)	(8		)
Cash paid in connection with the 4 percent Convertible Senior Notes and related hedge, net	—			(11		)
Payments of financing costs	—			(3		)
Excess tax benefits from share-based payment arrangements, net	(4		)	—
Net cash (used in) provided by financing activities	(191		)	135
Net cash provided by financing activities	1,602			92
Effect of foreign exchange rates	(2		)	1
Effect of foreign exchange rates	1			5
Net increase (decrease) in cash and cash equivalents	41			(10		)
Net increase (decrease) in cash and cash equivalents	32			(177		)
Cash and cash equivalents at beginning of period	106			36
Cash and cash equivalents at beginning of period	36			203
Cash and cash equivalents at end of period	$	147		$	26
Cash and cash equivalents at end of period	$	68		$	26
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	3115		$	2012
Cash paid for interest, including subordinated convertible debentures	~~219~~90			~~141~~40

See accompanying notes.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Organization, Description of Business and Basis of Presentation

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

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities in the United States and Canada. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service.

WeOn ~~have~~April 30, ~~prepared~~2012 (“the ~~accompanying~~acquisition ~~unaudited~~date”), ~~condensed~~we ~~consolidated~~acquired ~~financial~~100 ~~statements~~percent inof ~~accordance~~the ~~with~~outstanding ~~the~~common ~~accounting~~shares ~~policies~~and ~~described~~voting ininterest ~~our~~of ~~annual~~RSC ~~report~~Holdings onInc. ~~Form~~(“RSC”). ~~10-K~~The ~~for~~results ~~the~~of ~~year~~RSC's ~~ended~~operations ~~December 31,~~have ~~2011~~been ~~(the~~included ~~“2011~~in ~~Form~~our ~~10-K”)~~condensed ~~and~~consolidated financial statements since the ~~interim~~acquisition ~~reporting~~date. ~~requirements~~RSC was one of ~~Form~~the ~~10-Q.~~largest ~~Accordingly,~~equipment ~~certain~~rental ~~information~~providers ~~and~~in ~~note~~North ~~disclosures~~America, ~~normally~~and ~~included~~had ina ~~financial~~network ~~statements~~of ~~prepared~~440 inrental ~~accordance~~locations ~~with~~in 43 U.S. ~~generally~~states ~~accepted~~and ~~accounting~~three ~~principles~~Canadian ~~(“GAAP”)~~provinces ~~have~~as ~~been~~of ~~condensed~~December 31, ~~or omitted~~2011. ~~These~~Our ~~unaudited~~total ~~condensed~~revenues ~~consolidated~~were ~~financial~~$1,100 ~~statements~~for ~~should~~the bethree ~~read~~months inended ~~conjunction~~March 31, ~~with~~2013. Pro forma total revenues for the ~~2011~~three ~~Form~~months ~~10-K~~ended March 31, 2012, comprised of United Rentals and RSC historic revenues, were $1,064.

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, 2012 (the “2012 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 2012 Form 10-K.

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

2. ~~Acquisitions~~Segment Information

OnOur ~~April 30~~reportable segments are general rentals and trench safety, ~~2012~~power and HVAC (“~~the~~heating, ~~acquisition~~ventilating ~~date~~and air conditioning”),. weThe ~~acquired~~general ~~100~~rentals ~~percent~~segment ofincludes the ~~outstanding~~rental ~~common~~of ~~shares~~construction, infrastructure, industrial and ~~voting~~homeowner ~~interest~~equipment ofand ~~RSC~~related ~~Holdings,~~services ~~Inc.~~and ~~(“RSC”)~~activities. The ~~results~~general ofrentals ~~RSC'~~segment’s ~~operations~~customers ~~have~~include ~~been~~construction ~~included~~and inindustrial ~~our~~companies, ~~condensed~~manufacturers, ~~consolidated~~utilities, ~~financial~~municipalities, ~~statements~~homeowners ~~since~~and government entities. The general rentals segment comprises 12 geographic regions—Eastern Canada, Gulf South, Industrial (which serves the ~~acquisition~~geographic ~~date.~~Gulf ~~RSC~~region ~~was~~and ~~one~~has ofa strong industrial presence), Mid-Atlantic, Mid-Central, Midwest, Mountain West, Northeast, Pacific West, South, Southeast and Western Canada—and operates throughout the ~~largest~~United ~~equipment~~States ~~rental~~and ~~providers~~Canada. inThe ~~North~~trench ~~America~~safety, power and ~~had~~HVAC asegment ~~network~~includes the rental of ~~440~~specialty ~~rental~~construction ~~locations~~products inand 43related Uservices.S. ~~states~~The trench safety, power and ~~three~~HVAC ~~Canadian~~segment ~~provinces~~is ascomprised of ~~December 31~~the Trench Safety region, ~~2011.~~which Werents ~~believe~~trench ~~that~~safety equipment such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, and the ~~acquisition~~Power ~~will~~and ~~create~~HVAC aregion, ~~leading~~which ~~North~~rents ~~American~~power and HVAC equipment ~~rental~~such ~~company~~as ~~with~~portable adiesel ~~more~~generators, ~~attractive~~electrical ~~business~~distribution ~~mix~~equipment, ~~greater~~and ~~scale~~temperature control equipment including heating and ~~enhanced~~cooling ~~growth~~equipment. ~~prospects~~The trench safety, power and ~~that~~HVAC segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates throughout the ~~acquisition~~United ~~will~~States ~~provide~~and usin ~~with~~Canada. ~~financial~~These ~~benefits~~segments ~~including~~align ~~reduced~~our ~~operating~~external ~~expenses~~segment reporting with how management evaluates and ~~additional~~allocates ~~revenue~~resources. ~~opportunities~~We evaluate segment performance based on segment equipment rentals gross profit.

The ~~acquisition~~following ~~date~~tables ~~fair~~set ~~value~~forth offinancial ~~the~~information ~~consideration~~by ~~transferred of $2~~segment.~~6 billion consisted of the following:~~

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

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

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

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Accounts receivable, net of allowance for doubtful accounts (1)	$	238
Inventory	23
Deferred taxes	15
Rental equipment, net	2,013
Property and equipment, net	47
Intangibles (2)	1,240
Other assets	53
Total identifiable assets acquired	3,629
Short-term debt and current maturities of long-term debt (3)	(1,586		)
Current liabilities	(400		)
Deferred taxes	(703		)
Long-term debt (3)	(992		)
Other long-term liabilities	(13		)
Total liabilities assumed	(3,694		)
Net identifiable assets acquired	(65		)
Goodwill (4)	2,651
Net assets acquired	$	2,586

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

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

	Fair value		Life (years)
Customer relationships	$	1,110	15
Trade names, associated trademarks and other	81		5
Non-compete agreements	49		5
Total	$	1,240

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

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

(4) All of the goodwill was assigned to our general rentals segment. The level of goodwill expected to result from the merger is primarily reflective of RSC's going-concern value, the value of RSC's assembled workforce, new customer relationships expected to arise from the merger, and operational synergies that we expect to achieve that would not be available to other market participants. $39 of the goodwill is expected to be deductible for income tax purposes.

The three and nine months ended September 30, 2012 include acquisition-related costs of $8 and $98, respectively. Additionally, in 2011, we recognized $19 of additional acquisition-related costs. The acquisition-related costs are reflected in our condensed consolidated statements of income as “RSC merger related costs” and primarily relate to financial and legal advisory fees. Additionally, the fees for the nine months ended September 30, 2012 include $31 of interim bridge financing costs. Subsequent to September 30, 2012, we expect to incur an additional $10 to $30 of charges in connection with the merger, and we expect to recognize such costs by March 31, 2013. In addition to the acquisition-related costs reflected in our condensed consolidated statements of income, we capitalized $67 of debt issuance costs associated with the issuance of debt to fund the acquisition, which are reflected, net of amortization subsequent to the acquisition date, in other long-term assets in our

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September 30, 2012 condensed consolidated balance sheet.

Since the acquisition date, significant amounts of fleet have been moved between URI locations and the acquired RSC locations, and it is not practicable to reasonably estimate the amounts of revenue and earnings of RSC since the acquisition date. The impact of the RSC acquisition on our equipment rentals revenue is primarily reflected in the increases in the volume of OEC on rent of 79.7 percent and 56.9 percent for the three and nine months ended September 30, 2012, respectively.

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Revenues	$	1,219	$	1,121	$	3,415	$	2,967
Income (loss) from continuing operations before provision (benefit) for income taxes	148		43		196		(198		)

Pro forma revenues reflect combined URI and RSC. Pro forma income (loss) from continuing operations before provision (benefit) for income taxes reflects combined URI and RSC with the following pro forma adjustments: 1) depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the RSC acquisition, the impact of which was offset by the impact of extending the useful lives of such equipment, 2) cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the RSC acquisition, 3) the intangible assets acquired in the RSC acquisition were amortized, 4) interest expense was adjusted to reflect interest on the merger financing notes described in note 8 to the condensed consolidated financial statements, 5) RSC historic interest on debt that is not part of the combined entity was eliminated, 6) RSC historic interest was adjusted for the fair value mark-ups of the debt acquired in the RSC acquisition, 7) the RSC merger related costs were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date and 8) restructuring charges comprised of severance costs and branch closure charges associated with the merger were recognized from the pro forma acquisition date through June 30, 2012. For the pro forma presentation, half of the restructuring charges were recognized in the first quarter following the pro forma acquisition date, and the remaining charges were recognized on a straight-line basis through June 30, 2012. As of September 30, 2012, we have recognized $91 of such restructuring charges, and expect to recognize an additional $10 to $30 of restructuring charges subsequent to September 30, 2012.

3. Segment Information

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

The following tables set forth financial information by segment.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	Generalrentals		Trench safety,power and HVAC		Total
Three Months Ended September 30, 2012
Three Months Ended March 31, 2013
Equipment rentals	$	~~971~~854	$	8062	$	~~1,051~~916
Sales of rental equipment	98119		34		~~101~~123
Sales of new equipment	2220		21		2421
Contractor supplies sales	2118		2		2320
Service and other revenues	19		1		20
Total revenue	1,~~131~~030		8870		1,~~219~~100
Depreciation and amortization expense	~~264~~252		1114		~~275~~266
Equipment rentals gross profit	~~410~~295		4226		~~452~~321
Three Months Ended September 30, 2011
Capital expenditures	288		15		303
Equipment rentals	$	540	$	64	$	604
Three Months Ended March 31, 2012
Sales of rental equipment	40		2		42
Equipment rentals	$	475	$	48	$	523
Sales of new equipment	22		2		24
Sales of rental equipment	74		2		76
Contractor supplies sales	21		2		23
Sales of new equipment	17		1		18
Service and other revenues	20		—		20
Contractor supplies sales	16		2		18
Total revenue	643		70		713
Service and other revenues	20		1		21
Depreciation and amortization expense	116		7		123
Total revenue	602		54		656
Equipment rentals gross profit	198		35		233
Depreciation and amortization expense	119		10		129
Nine Months Ended September 30, 2012
Equipment rentals gross profit	144		18		162
Equipment rentals	$	2,227	$	192	$	2,419
Capital expenditures	413		13		426
Sales of rental equipment	250		8		258
Sales of new equipment	59		5		64
Contractor supplies sales	58		6		64
Service and other revenues	60		3		63
Total revenue	2,654		214		2,868
Depreciation and amortization expense	592		33		625
Equipment rentals gross profit	847		90		937
Capital expenditures	1,112		73		1,185
Nine Months Ended September 30, 2011
Equipment rentals	$	1,419	$	143	$	1,562
Sales of rental equipment	110		5		115
Sales of new equipment	54		6		60
Contractor supplies sales	61		5		66
Service and other revenues	60		2		62
Total revenue	1,704		161		1,865
Depreciation and amortization expense	330		21		351
Equipment rentals gross profit	442		68		510
Capital expenditures	595		60		655



	March 31, 2013		December 31, 2012
Total reportable segment assets
General rentals	$	10,448	$	10,545
Trench safety, power and HVAC	473		481
Total assets	$	10,921	$	11,026

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



	Three Months Ended
	March 31,
	2013			2012
Total equipment rentals gross profit	$	321		$	162
Gross profit from other lines of business	64			51
Selling, general and administrative expenses	(160		)	(102		)
RSC merger related costs	(6		)	(10		)
Restructuring charge	(6		)	—
Non-rental depreciation and amortization	(64		)	(14		)
Interest expense, net	(118		)	(68		)
Interest expense- subordinated convertible debentures	(2		)	(1		)
Other income, net	1			1
Income before provision for income taxes	$	30		$	19

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	September 30, 2012		December 31, 2011
Total reportable segment assets
General rentals	$	10,502	$	3,776
Trench safety, power and HVAC	490		367
Total assets	$	10,992	$	4,143

3. Restructuring and Asset Impairment Charges

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Total equipment rentals gross profit	$	452		$	233		$	937		$	510
Gross profit from other lines of business	53			41			155			113
Selling, general and administrative expenses	(164		)	(103		)	(412		)	(298		)
RSC merger related costs	(8		)	—			(98		)	—
Restructuring charge	(40		)	(2		)	(93		)	(5		)
Non-rental depreciation and amortization	(71		)	(13		)	(134		)	(39		)
Interest expense, net	(127		)	(57		)	(316		)	(170		)
Interest expense- subordinated convertible debentures	(1		)	(1		)	(3		)	(5		)
Other (expense) income, net	—			(2		)	13			2
Income from continuing operations before provision for income taxes	$	94		$	96		$	49		$	108

4. Restructuring and Asset Impairment Charges

Closed Restructuring Program

~~Over~~Between 2008 and 2011 and in recognition of the ~~past~~very ~~several~~challenging ~~years~~economic environment, we ~~have~~were ~~been~~intensely focused on reducing our operating costs. InDuring ~~connection with~~ this ~~strategy~~period, ~~and in recognition of the challenging economic environment,~~ we reduced our employee headcount from approximately 10,900 at January 1, 2008 (the beginning of the restructuring period) to approximately 7,500 at December 31, 2011 (the end of the restructuring period). Additionally, we reduced our branch network from 697 locations at January 1, 2008 to 529 locations at December 31, 2011. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2013, the restructuring ~~charge~~charges primarily reflected branch closure charges due to continuing lease obligations at vacant facilities.

Current Restructuring Program

In the second quarter of 2012, we initiated a new restructuring program related to severance costs and branch closure charges associated with the RSC ~~merger~~acquisition. The branch closure charges principally relate to continuing lease obligations at vacant facilities closed subsequent to the RSC ~~merger~~acquisition. As of ~~September~~March 3031, ~~2012~~2013, our employee headcount is approximately 11,~~200~~400 and our branch network has ~~848~~830 rental locations. Subsequent to ~~September~~March 3031, ~~2012~~2013, we expect to incur anapproximately ~~additional~~ $105 ~~to $30~~ of additional charges in connection with the restructuring, which is expected to be substantially complete by ~~March~~June 3130, 2013.

The table below provides certain information concerning our restructuring charges for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013:



	Reserve Balance at		Charged to Costs and Expenses(1)		Payments and Other			Reserve Balance at
Description	December 31, 2012		Charged to Costs and Expenses(1)		Payments and Other			March 31, 2013
Closed Restructuring Program
Branch closure charges	$	19	$	1	$	(3	)	$	17
Severance costs	—		—		—			—
Total	$	19	$	1	$	(3	)	$	17
Current Restructuring Program
Branch closure charges	$	33	$	3	$	(7	)	$	29
Severance costs	9		2		(4		)	7
Total	$	42	$	5	$	(11	)	$	36
Total
Branch closure charges	$	52	$	4	$	(10	)	$	46
Severance costs	9		2		(4		)	7
Total	$	61	$	6	$	(14	)	$	53

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	Reserve Balance at		Charged to Costs and Expenses(1)		Payments and Other			Reserve Balance at
Description	December 31, 2011							September 30, 2012
Closed Restructuring Program
Branch closure charges	$	27	$	2	$	(5	)	$	24
Severance costs	1		—		(1		)	—
Total	$	28	$	2	$	(6	)	$	24
Current Restructuring Program
Branch closure charges	$	—	$	48	$	(9	)	$	39
Severance costs	—		43		(29		)	14
Total	$	—	$	91	$	(38	)	$	53
Total
Branch closure charges	$	27	$	50	$	(14	)	$	63
Severance costs	1		43		(30		)	14
Total	$	28	$	93	$	(44	)	$	77

_________________


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

Asset Impairment Charges

In addition to the restructuring charges discussed above, during the three ~~and nine~~ months ended ~~September~~March 3031, 2013 and 2012, we recorded asset impairment charges of $101 and $130, respectively, in our general rentals segment. ~~During the nine months ended September 30, 2011, we recorded asset impairment charges of $1 in our general rentals segment.~~ The asset impairment charges are primarily reflected in non-rental depreciation and amortization in the accompanying consolidated statements of income and principally relate to write-offs of leasehold improvements and other fixed assets in connection with the restructuring activity discussed above.

54. ~~Goodwill and Other Intangible Assets~~ Derivatives

We ~~have~~recognize ~~made~~all ~~acquisitions~~derivative ~~over~~instruments ~~the~~as ~~years,~~either ~~principally~~assets ~~during~~or ~~the~~liabilities ~~period~~at ~~from~~fair ~~1997~~value, toand ~~2000,~~recognize ~~which~~changes ~~included~~in the ~~recognition~~fair value of athe ~~significant~~derivative ~~amount~~instruments based on the designation of ~~goodwill~~the derivative. AsFor ~~discussed~~derivative ininstruments ~~note~~that 2are todesignated ~~our~~and ~~condensed~~qualify ~~consolidated~~as ~~financial~~hedging ~~statements~~instruments, onwe ~~April~~designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge. As of March 3031, ~~2012~~2013, we ~~completed~~do ~~the~~not ~~acquisition~~have ofany ~~RSC.~~outstanding ~~Goodwill~~derivative isinstruments ~~tested~~designated ~~for~~as ~~impairment~~fair ~~annually~~value orhedges. ~~more~~The ~~frequently~~effective ifportion anof ~~event~~the orchanges ~~circumstance~~in ~~indicates~~fair value of derivatives that anare ~~impairment~~designated ~~loss~~as ~~may~~cash ~~have~~flow ~~been~~hedges ~~incurred~~is recorded as a component of accumulated other comprehensive income. Amounts included in accumulated other comprehensive

~~The following table presents the changes in the carrying amount of goodwill for the nine months ended September 30, 2012:~~11

	General rentals		Trench safety, power and HVAC		Total (1)
Balance at January 1, 2012	$	167	$	122	$	289
Goodwill related to acquisitions (2)	2,651		20		2,671
Foreign currency translation and other adjustments	4		—		4
Balance at September 30, 2012	$	2,822	$	142	$	2,964

_________________

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

(2) Includes goodwill adjustments for the effect on goodwill of changes to net assets acquired during the measurement period, which were not significant to our previously reported operating results or financial condition.

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

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	September 30, 2012
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	54 months	$	79	$	29	$	50
Customer relationships	14 years	1,250		107		1,143
Trade names, associated trademarks and other	55 months	84		13		71

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 income during the period in which the changes in fair value occur.

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

We are exposed to certain risks related to our ongoing business operations. During the three months ended March 31, 2013, the primary risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At March 31, 2013, 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, 2013, 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, 2013 and December 31, 2012, there were no outstanding forward contracts to purchase Canadian dollars. The outstanding forward contracts on diesel purchases were designated and qualify as cash flow hedges and the forward contracts to purchase Canadian dollars represented derivative instruments not designated as hedging instruments.

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

	Weighted-Average Initial Amortization Period	Net Carrying Amount
Non-compete agreements	60 months	$	44
Customer relationships	15 years	1,052
Trade names, associated trademarks and other	60 months	70

Amortization expense for other intangible assets was $47 and $3 for the three months ended September 30, 2012 and 2011, respectively, and $82 and $6 for the nine months ended September 30, 2012 and 2011, respectively. The 2012 increases primarily reflect the 2012 acquisition of RSC discussed in note 2 to our condensed consolidated financial statements.

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

2012	$	48
2013	180
2014	164
2015	148
2016	133
Thereafter	591
Total	$	1,264

6. Derivatives

We recognize all derivative instruments as either assets or liabilities at fair value, and recognize changes in the fair value of the derivative instruments based on the designation of the derivative. For derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge. As of September 30, 2012, we do not have any outstanding derivative instruments designated as fair value hedges. The effective portion of the changes in fair value of derivatives that are designated as cash flow hedges is recorded as a component of accumulated other comprehensive income. Amounts included in accumulated other comprehensive income for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

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

Fixed Price Diesel Swaps

The fixed price swap contracts on diesel purchases that were outstanding at ~~September~~March 3031, ~~2012~~2013 were designated and qualify as cash flow hedges and the effective portion of the gain or loss on these contracts is reported as a component of accumulated other comprehensive income and is reclassified into earnings in the period during which the hedged transaction affects earnings (i.e., when the hedged gallons of diesel are used). The remaining gain or loss on the fixed price swap contracts in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffective portion), is recognized in our condensed consolidated statements of income during the current period. As of ~~September~~March 3031, ~~2012~~2013, we had outstanding fixed price swap contracts covering 78.16 million gallons of diesel which will be purchased throughout ~~2012~~2013 and ~~2013~~2014.

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars, which were all settled as of ~~September~~March 3031, ~~2012~~2013, 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 income during the period in which the changes in fair value occurred. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013, forward contracts were used to purchase $2570 ~~and $55~~ Canadian dollars, ~~respectively,~~ representing the total amount due at maturity for certain Canadian dollar denominated intercompany loans that were settled during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013. Upon maturity, the proceeds from the forward contracts were used to pay down the Canadian dollar denominated intercompany loans.

Financial Statement Presentation

As of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, $1 and less than $1 ~~was~~were reflected in prepaid expenses and other assets, ~~and~~respectively, less than $1 was reflected in accrued expenses and other liabilities, ~~respectively,~~ and less than $1 was 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 income for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 was as follows:

1612

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Three Months Ended September 30, 2012

Three Months Ended September 30, 2011

Three Months Ended March 31, 2013

Three Months Ended March 31, 2012

Location of income(expense)recognized onderivative/hedged item

Amount of income(expense)recognizedon derivative

~~Amount of income(expense)recognizedon hedged item~~

Amount of income(expense)recognizedon hedged item

~~Amount of income(expense)recognizedon derivative~~

Amount of income(expense)recognizedon derivative

~~Amount of income(expense)recognizedon hedged item~~

Amount of income(expense)recognizedon hedged item

Derivatives designated as hedging instruments:

Fixed price diesel swaps

Other income(expense), net (1)

$ *

Cost of equipmentrentals, excludingdepreciation (2),(3)

(7$

)(9

)

(7$

)(5

)

Derivatives not designated as hedging instruments:

Foreign currency forward contracts

Other income(expense), net

—

Foreign currency forward contracts (4)

Other income(expense), net

)

—

Nine Months Ended September 30, 2012

Nine Months Ended September 30, 2011

Location of income(expense)recognized onderivative/hedged item

Amount of income(expense)recognizedon derivative

Amount of income(expense)recognizedon hedged item

Amount of income(expense)recognizedon derivative

Amount of income(expense)recognizedon hedged item

Derivatives designated as hedging instruments:

Fixed price diesel swaps

Other income(expense), net (1)

$ *

Cost of equipmentrentals, excludingdepreciation (2),(3)

(18

)

(17

)

Derivatives not designated as hedging instruments:

Foreign currency forward contracts

Other income(expense), net

)


*	Amounts are insignificant (less than $1).


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


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

(3) Amounts recognized on hedged item reflect the use of 12.82 million and 1.72 million gallons of diesel covered by the fixed price swaps during the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively,. ~~and~~These ~~the~~amounts ~~use~~are ofreflected, ~~4.5~~net ~~million~~of ~~and~~cash ~~4.3~~received ~~million~~from ~~gallons~~the ofcounterparties ~~diesel~~to ~~covered by~~ the fixed price swaps, ~~during~~in ~~the~~operating ~~nine~~cash ~~months~~flows ~~ended~~in ~~September~~our ~~30,~~condensed ~~2012~~consolidated ~~and~~statement ~~2011,~~of ~~respectively~~cash flows.

7.(4) ~~Fair~~Insignificant ~~Value~~amounts ~~Measurements~~were reflected in our condensed consolidated statement of cash flows associated with the forward contracts to purchase Canadian dollars, as the cash impact of the loss recognized on the derivative was offset by the gain recognized on the hedged item.

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:


a)	quoted prices for similar assets in active markets;


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

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


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

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

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

Assets and Liabilities Measured at Fair Value

As of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, our only assets and liabilities measured at fair value were our fixed price diesel swaps contracts, which are Level 2 derivatives measured at fair value on a recurring basis. As of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, $1 and less than $1 ~~was~~were reflected in prepaid expenses and other assets, respectively, and less than $1 was reflected in accrued expenses and other liabilities in our condensed consolidated balance sheets, respectively, reflecting the fair values of the fixed price diesel swaps contracts. As discussed in note 6 to the condensed consolidated financial statements, we entered into the fixed price swap contracts on diesel purchases to mitigate the price risk associated with forecasted purchases of diesel. Fair value is determined based on observable market data. As of September 30, 2012, we have fixed price swap contracts that mature throughout 2012 and 2013 covering 7.1 million gallons of diesel which we will buy at the average contract price of $3.92 per gallon, while the average forward price for the hedged gallons was $3.95 per gallon as of September 30, 2012.

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values of the fixed price diesel swaps contracts. 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, 2013, we have fixed price swap contracts that mature throughout 2013 and 2014 covering 8.6 million gallons of diesel which we will buy at the average contract price of $3.87 per gallon, while the average forward price for the hedged gallons was $3.93 per gallon as of March 31, 2013.

Fair Value of Financial Instruments

The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our ABL facility, ~~and~~ accounts receivable securitization facility and capital leases approximate their book values as of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012. The estimated fair values of our financial instruments as of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012 have been calculated based upon available market information ~~or an appropriate valuation technique~~, and are presented below by level in the fair value hierarchy:

September 30, 2012

December 31, 2011

March 31, 2013

December 31, 2012

CarryingAmount

FairValue

CarryingAmount

FairValue

Level 1:

Subordinated convertible debentures

5517

5422

4963

Senior and senior subordinated notes

5,~~480~~386

5,~~903~~921

15,~~732~~387

15,~~795~~881

Level 2:

4 percent Convertible Senior Notes (1)

~~135~~139

~~150~~155

~~129~~137

~~138~~155

Level 3:

Capital leases (2)

143

124

___________________

(1) The fair value of the 4 percent Convertible Senior Notes is based on the market value of comparable notes. Consistent with the carrying amount, the fair value excludes the equity component of the notes. To exclude the equity component and calculate the fair value, we used an effective interest rate of 76.57 percent.

~~(2)~~6. ~~The~~Debt ~~fair~~and ~~value~~Subordinated ofConvertible ~~capital leases reflects the present value of the leases, which was determined using a 7.0 percent interest rate.~~Debentures

8. Debt and Subordinated Convertible Debentures

Debt consists of the following:



	March 31, 2013			December 31, 2012
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	390		$	453
$1.9 billion ABL Facility (2)	1,091			1,184
5 ³/₄ percent Senior Secured Notes	750			750
10¹/₄ percent Senior Notes	222			223
9¹/₄ percent Senior Notes	494			494
7 ³/₈ percent Senior Notes	750			750
8³/₈ percent Senior Subordinated Notes	750			750
8¹/₄ percent Senior Notes	695			695
7 ⁵/₈ percent Senior Notes	1,325			1,325
6¹/₈ percent Senior Notes	400			400
Capital leases	141			148
Total URNA and subsidiaries debt	7,008			7,172
Holdings:
4 percent Convertible Senior Notes (3)	139			137
Total debt (4)	7,147			7,309
Less short-term portion (5)	(567		)	(630		)
Total long-term debt	$	6,580		$	6,679

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	September 30, 2012			December 31, 2011
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	475		$	255
$1.9 billion ABL Facility (2)	1,137			810
10 7/8 percent Senior Notes	491			489
10 1/4 percent Senior Notes (3)	224			—
9 1/4 percent Senior Notes	493			493
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes (3)	697			—
1 7/8 percent Convertible Senior Subordinated Notes (4)	5			22
Capital leases (3)	143			39
Merger financing notes (5):
5 3/4 percent Senior Secured Notes	750			—
7 3/8 percent Senior Notes	750			—
7 5/8 percent Senior Notes	1,325			—
Total URNA and subsidiaries debt	7,240			2,858
Holdings:
4 percent Convertible Senior Notes (6)	135			129
Total debt (7)	7,375			2,987
Less short-term portion (8)	(651		)	(395		)
Total long-term debt	$	6,724		$	2,592

___________________

(1) In September 2012, we amended our accounts receivable securitization facility. The amended facility, which became effective on September 24, 2012 and expires on September 23, 2013, includes an increase in the facility size from $300 to $475 and may be extended on a 364-day basis by mutual agreement of the Company and the purchasers under the facility. Borrowings under the amended facility will continue to be reflected as short-term debt on our condensed consolidated balance sheets. Key provisions of the amended facility include the following:14

• borrowings are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans by a specified amount. As of September 30, 2012, there were $549 of receivables, net of applicable reserves, in the collateral pool;

• the receivables in the collateral pool are the lenders' only source of repayment;

• upon early termination of the facility, no new amounts will be advanced under the facility and collections on the receivables securing the facility will be used to repay the outstanding borrowings;

• standard termination events including, without limitation, a change of control of Holdings, URNA or certain of its subsidiaries, a failure to make payments, a failure to comply with standard default, delinquency, dilution and days sales outstanding covenants, or breach of certain financial ratio covenants under the ABL facility.

At September 30, 2012, $0 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 0.8 percent at September 30, 2012. During the nine months ended September 30, 2012, the monthly average amount outstanding under the accounts receivable securitization facility, including the former facility and the amended facility, was $265, and the weighted-average interest rate thereon was 0.9 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility, including the former facility and the amended facility, during the nine months ended September 30, 2012 was $475.

(2) At September 30, 2012, $683 was available under our ABL facility, net of $80 of letters of credit. The interest rate applicable to the ABL facility was 2.3 percent at September 30, 2012. During the nine months ended September 30, 2012, the monthly average amount outstanding under the ABL facility was $1,105, and the weighted-average interest rate thereon was 2.3 percent. The maximum month-end amount outstanding under the ABL facility during the nine months ended September 30, 2012 was $1,287. In March 2012, the size of the ABL facility was increased to $1.9 billion.

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

(4) Based on the price of our common stock, holders of the 1 7/8 percent Convertible Senior Subordinated Notes had the right to

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

~~convert~~(1) ~~the~~In ~~notes~~February ~~during~~2013, ~~the~~we ~~second~~amended ~~and~~our ~~third~~accounts ~~quarters~~receivable ofsecuritization ~~2012~~facility atto aincrease ~~conversion~~the ~~price~~facility ofsize from $21475 to $550.83 ~~per~~An ~~share~~additional ofpurchaser ~~common~~was ~~stock~~also added to the facility, and ~~$17~~the offacility ~~the~~was ~~1 7/8 percent~~not ~~Convertible~~otherwise ~~Senior~~amended. ~~Subordinated~~At ~~Notes~~March ~~were~~31, ~~converted~~2013, ~~during~~$60 ~~the~~was ~~nine~~available ~~months~~under ~~ended~~our ~~September 30,~~accounts ~~2012~~receivable securitization facility. ~~Upon~~The ~~conversion~~interest ofrate applicable to the ~~notes,~~accounts wereceivable ~~issued~~securitization ~~approximately~~facility was 0.8 ~~million~~percent ~~shares~~at ofMarch ~~our~~31, ~~common~~2013. ~~stock~~During to the ~~applicable~~three ~~holders~~months ofended ~~the~~March ~~1 7/8 percent~~31, ~~Convertible~~2013, ~~Senior~~the ~~Subordinated~~monthly ~~Notes.~~average ~~Based~~amount onoutstanding under the ~~price~~accounts ofreceivable ~~our~~securitization ~~common~~facility, ~~stock~~including ~~during~~ the ~~third~~former ~~quarter~~facility ofand ~~2012~~the amended facility, ~~holders~~was of$412, and the ~~1 7/~~weighted-average interest rate thereon was 0.8 percent. ~~Convertible~~The ~~Senior~~maximum ~~Subordinated~~month-end ~~Notes~~amount ~~may~~outstanding ~~convert~~under the ~~notes~~accounts ~~during~~receivable securitization facility, including the ~~fourth~~former ~~quarter~~facility ofand ~~2012~~the atamended afacility, ~~conversion~~during ~~price~~the ofthree months ended March 31, 2013 was $21435.83 ~~per~~Borrowings ~~share~~under ofthe ~~common~~accounts ~~stock.~~receivable ~~Between~~securitization ~~October 1,~~facility ~~2012~~are (permitted only to the ~~beginning~~extent that the face amount of the ~~fourth~~receivables ~~quarter)~~in ~~and~~the ~~October~~collateral 12pool, ~~2012,~~net ~~none~~ of applicable reserves, exceeds the ~~1 7/8 percent~~outstanding ~~Convertible~~loans. ~~Senior~~As ~~Subordinated~~of ~~Notes~~March 31, 2013, there were ~~converted~~$451 of receivables, net of applicable reserves, in the collateral pool.

(52) InAt ~~connection~~March ~~with~~31, 2013, $748 was available under our ABL facility, net of $61 of letters of credit. The interest rate applicable to the ~~RSC~~ABL ~~merger~~facility was 2.3 percent at March 31, on2013. During the three months ended March 931, ~~2012~~2013, wethe ~~issued~~monthly average amount outstanding under the ~~merger~~ABL ~~financing~~facility ~~notes~~was $1,014, and the weighted-average interest rate thereon was 2.3 ~~See~~percent. ~~below~~The ~~for~~maximum ~~additional~~month-end ~~detail~~amount ~~regarding~~outstanding ~~each~~under ofthe ABL facility during the ~~merger~~three ~~financing~~months ~~notes~~ended March 31, 2013 was $1,091.

(63) The difference between the ~~September~~March 3031, ~~2012~~2013 carrying value of the 4 percent Convertible Senior Notes and the $168 principal amount reflects the $3329 unamortized portion of the original issue discount recognized upon issuance of the notes, which is being amortized through the maturity date of November 15, 2015. Because the 4 percent Convertible Senior Notes were redeemable at ~~September~~March 3031, ~~2012~~2013, an amount equal to the $3329 unamortized portion of the original issue discount is separately classified in our condensed consolidated balance sheets and referred to as “temporary equity.” Based on the price of our common stock during the ~~third~~first quarter of ~~2012~~2013, holders of the 4 percent Convertible Senior Notes have the right to redeem the notes during the ~~fourth~~second quarter of ~~2012~~2013 at a conversion price of $11.11 per share of common stock. ~~Between~~Since ~~October~~April 1, ~~2012~~2013 (the beginning of the ~~fourth~~second quarter) ~~and October 12~~, ~~2012,~~ none of the 4 percent Convertible Senior Notes were redeemed.

(74) 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. During the three months ended March 31, 2013, an aggregate of $38 of QUIPS was converted into Holdings' common stock. In connection with this transaction, we retired $38 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 income. Since April 1, 2013 (the beginning of the second quarter), an additional $2 of QUIPS was converted into Holdings' common stock. Total debt at ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012 excludes $17 and $55 of these Debentures, respectively, 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.

(85) As of ~~September~~March 3031, ~~2012~~2013, our short-term debt primarily reflects $~~475~~390 of borrowings under our accounts receivable securitization facility and $~~135~~139 of 4 percent Convertible Senior Notes. The 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt because they are redeemable at ~~September~~March 3031, ~~2012~~2013.

~~Assumed~~Convertible ~~RSC~~Note ~~Debt~~Hedge Transactions

~~10 1/4 percent~~In ~~Senior~~connection ~~Notes. In~~with the November 2009, ~~RSC~~issuance ~~issued~~of $~~200~~173 aggregate principal amount of ~~10 1/~~4 percent Convertible Senior Notes, ~~(the~~Holdings ~~“10 1/4~~entered ~~percent~~into ~~Notes”),~~convertible ~~which~~note ~~are~~hedge ~~due~~transactions ~~November 15,~~with ~~2019~~option counterparties. ~~Upon~~The ~~consummation~~convertible ofnote ~~the~~hedge ~~RSC~~transactions ~~merger~~cost $26, ~~URNA~~and ~~assumed~~decreased ~~the~~additional ~~10 1/4~~paid-in ~~percent~~capital ~~Notes.~~by ~~The~~$17, ~~10 1/4 percent~~net ~~Notes~~of ~~are~~taxes, ~~unsecured~~in ~~and~~our ~~are~~accompanying ~~guaranteed~~condensed byconsolidated ~~URNA's~~statements ~~domestic~~of ~~subsidiaries,~~stockholders’ ~~subject to limited exceptions~~equity. The ~~10 1/4 percent~~convertible ~~Notes~~note ~~may~~hedge betransactions ~~redeemed~~cover, onsubject orto ~~after~~anti-dilution ~~November 15~~adjustments, ~~2014 at specified redemption prices that range from 105~~15.~~125~~1 ~~percent~~million inshares ~~2014~~of toour ~~100~~common ~~percent in 2017 and thereafter~~stock. The ~~indenture~~convertible ~~governing~~note ~~the~~hedge ~~10 1/4 percent~~transactions ~~Notes~~are ~~contains~~intended ~~certain restrictive covenants that apply~~ to ~~URNA and its restricted subsidiaries~~reduce, ~~including,~~subject ~~among others, limitations on their ability~~ to ~~(1) incur~~a ~~additional debt~~limit, ~~(2)~~the ~~pay~~potential ~~dividends~~dilution orwith ~~distributions~~respect onto ~~their~~our ~~capital~~common stock orupon ~~repurchase~~conversion ~~their~~of ~~capital~~the ~~stock, (3) make certain investments, (~~4) ~~create~~percent ~~liens~~Convertible onSenior ~~their~~Notes. ~~assets~~The toeffect ~~secure~~of ~~debt,~~the ~~(5)~~convertible ~~enter~~note ~~into~~hedge transactions ~~with~~is ~~affiliates,~~to ~~(6)~~increase ~~create limitations on~~ the ~~ability~~effective ofconversion ~~the~~price ~~restricted subsidiaries~~ to ~~make~~$15.56 ~~dividends~~per orshare, ~~distributions~~equal to ~~their~~an ~~respective~~approximately ~~parents,~~75 ~~(7)~~percent ~~merge~~premium orover ~~consolidate~~the ~~with~~$8.89 ~~another~~closing ~~company~~price ~~and~~of ~~(8)~~our ~~transfer~~common ~~and~~stock ~~sell~~at ~~assets~~issuance. The ~~indenture~~effective ~~also~~conversion ~~requires~~price ~~that,~~is insubject ~~the~~to ~~event of a~~ change ~~of control (as defined~~ in ~~the~~certain ~~indenture)~~circumstances, ~~URNA~~such ~~must~~as ~~make~~if ~~an offer to purchase all of~~ the ~~then outstanding 10 1/~~4 percent ~~Notes~~Convertible ~~tendered~~Senior atNotes aare ~~purchase~~converted ~~price~~prior ~~in cash equal~~ to ~~101~~May ~~percent of the principal amount thereof plus accrued and unpaid interest~~15, ~~if any, thereon~~2015. ~~The~~In ~~difference~~the ~~between~~event the ~~September 30,~~market ~~2012 carrying~~ value of ~~the~~our ~~10 1/4 percent~~common ~~Notes~~stock ~~and~~exceeds the ~~$200~~effective ~~principal~~conversion ~~amount~~price ~~relates~~per toshare, the ~~$24~~settlement ~~unamortized~~amount ~~portion~~received offrom ~~the~~such ~~fair~~transactions ~~value~~will ~~adjustment~~only ~~recognized~~partially ~~upon~~offset ~~consummation of~~ the ~~RSC~~potential ~~merger, which is being amortized through the above maturity date~~dilution. ~~The~~For ~~effective~~example, ~~interest~~if, ~~rate~~at on the ~~10 1/4 percent~~time ~~Notes~~of isexercise ~~8.3 percent.~~

8 1/4 percent Senior Notes. In January 2011, RSC issued $650 aggregate principal amount of 8 1/4 percent Senior Notes (the “8 1/4 percent Notes”), which are due February 1, 2021. Upon consummation of the RSC merger, URNA assumed the 8 1/4 percent Notes. The 8 1/4 percent Notes are unsecured and are guaranteed by URNA's domestic subsidiaries, subject to limited exceptions. The 8 1/4 percent Notes may be redeemed on or after February 1, 2016 at specified redemption prices that range from 104.125 percent in 2016 to 100 percent in 2019 and thereafter. The indenture governing the 8 1/4 percent Notes contains certain restrictive covenants that apply to URNA and its restricted subsidiaries, including, among others, limitations on their ability to (1) incur additional debt, (2) pay dividends or distributions on their capital stock or repurchase their capital stock, (3) 15

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

~~make~~of ~~certain~~the ~~investments,~~conversion ~~(4) create liens on their assets to secure debt~~right, ~~(5) enter into transactions with affiliates, (6) create limitations on~~ the ~~ability~~price of ~~the~~our ~~restricted~~common ~~subsidiaries~~stock towas ~~make~~$50.00 ~~dividends~~ or ~~distributions to their respective parents, (7) merge or consolidate with another company and (8) transfer and sell assets~~$55.00 ~~The~~per ~~indenture also requires that~~share, inassuming ~~the event of a change of control (as defined in the indenture), URNA must make~~ an ~~offer~~effective toconversion ~~purchase all of the then outstanding 8 1/4 percent Notes tendered at a purchase~~ price ~~in cash equal to 101 percent~~ of ~~the principal amount thereof plus accrued and unpaid interest, if any, thereon~~$15.56 ~~The~~per ~~difference between the September 30~~share, ~~2012~~on ~~carrying~~a ~~value~~net ~~of the 8 1/4 percent Notes and the $650 principal amount relates to the $47 unamortized portion of the fair value adjustment recognized upon consummation of the RSC merger~~basis, ~~which~~we iswould ~~being~~issue ~~amortized through the above maturity date~~10.4 ~~The~~million ~~effective~~or ~~interest rate on the~~ 10.8 ~~1/4 percent~~ ~~Notes~~million isshares, 7respectively.0 ~~percent.~~

Merger Financing Notes

5 3/4 percent Senior Secured Notes. In March 2012, a special purpose entity formed for the purpose of issuing the notes and subsequently merged into URNA ("Funding SPV") issued $750 aggregate principal amount of 5 3/4 percent Senior Secured Notes (the “5 3/4 percent Notes”) which are due July 15, 2018. The net proceeds from the sale of the 5 3/4 percent Notes were approximately $733 (after deducting the initial purchasers' fees and offering expenses). Upon consummation of the RSC merger, URNA assumed the 5 3/4 percent Notes. The 5 3/4 percent Notes are secured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 5 3/4 percent Notes may be redeemed on or after July 15, 2015, at specified redemption prices that range from 102.875 percent in the 12-month period commencing on July 15, 2015, to 100 percent in the 12-month period commencing on July 15, 2017 and thereafter, plus accrued and unpaid interest. The indenture governing the 5 3/4 percent Notes contains certain restrictive covenants, including, among others, limitations on (1) liens; (2) additional indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. The indenture also includes covenants relating to the grant of and maintenance of liens for the benefit of the notes collateral agent. Each of these covenants is subject to important exceptions and qualifications that would allow URI to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URI must make an offer to purchase all of the then-outstanding 5 3/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

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

7 5/8 percent Senior Notes. In March 2012, Funding SPV issued $1,325 aggregate principal amount of 7 5/8 percent Senior Notes (the “7 5/8 percent Notes”) which are due April 15, 2022. The net proceeds from the sale of the 7 5/8 percent Notes were approximately $1,295 (after deducting the initial purchasers' fees and offering expenses). Upon consummation of the RSC merger, URNA assumed the 7 5/8 percent Notes. The 7 5/8 percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 7 5/8 percent Notes may be redeemed on or after April 15, 2017, at specified redemption prices that range from 103.813 percent in the 12-month period commencing on April 15, 2017, to 100 percent in the 12-month period commencing on April 15, 2020 and thereafter, plus accrued and unpaid interest. The indenture governing the 7 5/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (1) liens; (2) additional indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of these covenants is subject to important exceptions and qualifications that would allow URI to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URI must make an offer to purchase all of the then-outstanding 7 5/8 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

Convertible Note Hedge Transactions

In connection with the November 2009 issuance of $173 aggregate principal amount of 4 percent Convertible Senior Notes, Holdings entered into convertible note hedge transactions with option counterparties. The convertible note hedge transactions cost $26, and decreased additional paid-in capital by $17, net of taxes, in our accompanying condensed consolidated statements of stockholders’ equity (deficit). The convertible note hedge transactions cover, subject to anti-dilution adjustments, 15.1 million shares of our common stock. The convertible note hedge transactions are intended to reduce, subject to a limit, the potential dilution with respect to our common stock upon conversion of the 4 percent Convertible Senior Notes. The effect of the convertible note hedge transactions is to increase the effective conversion price to $15.56 per share, equal to an approximately 75 percent premium over the $8.89 closing price of our common stock at issuance. The effective conversion price is subject to change in certain circumstances, such as if the 4 percent Convertible Senior Notes are converted prior to May 15, 2015. In the event the market value of our common stock exceeds the effective conversion price per share, the settlement amount received from such transactions will only partially offset the potential dilution. For example, if, at the time of exercise of the conversion right, the price of our common stock was $35.00 or $40.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 8.4 million or 9.2 million shares, respectively.

Loan Covenants and Compliance

As of ~~September~~March 3031, ~~2012~~2013, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

In October 2011, we amended the ABL facility. ~~In March 2012, the size of the ABL facility was increased to $1.9 billion.~~ The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility. Since the October 2011 amendment of the ABL facility and through ~~September~~March 3031, ~~2012~~2013, availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. Subject to certain limited exceptions specified in the amended ABL facility, the fixed charge coverage ratio and the senior secured leverage ratio under the amended ABL facility will only apply in the future if availability under the amended ABL facility falls below the greater of 10 percent of the maximum revolver amount under the amended ABL facility and $150. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.

97. Legal and Regulatory Matters

OnIn ~~December~~addition ~~28,~~to ~~2011,~~the adisclosures ~~complaint~~provided ~~was~~in ~~filed~~note in15 ~~Arizona~~to ~~Superior~~our ~~Court,~~consolidated ~~captioned~~financial ~~Israni~~statements v.for ~~RSC~~the ~~Holdings~~year ~~Inc.~~ended December 31, ~~CV20~~2012 ~~11-020579,~~filed on ~~behalf~~Form of10-K aon ~~putative~~January ~~class~~23, of2013, ~~RSC's~~we ~~stockholders~~are ~~against~~also ~~RSC,~~subject ~~each~~to ~~member~~a number of ~~the~~claims ~~RSC~~and ~~board,~~proceedings ~~certain~~that ofgenerally ~~RSC's~~arise ~~officers,~~in ~~and~~ the ~~Company~~ordinary ~~challenging~~conduct ~~the~~of ~~merger~~our business. In anThese ~~amended~~matters ~~complaint~~include, ~~filed~~but ~~February~~are ~~24,~~not ~~2012~~limited to, ~~plaintiff~~general ~~alleged,~~liability ~~among~~claims ~~other~~(including ~~things~~personal injury, ~~that~~product ~~the~~liability, ~~directors~~ and ~~officers~~property ofand ~~RSC~~auto ~~breached~~claims), ~~their~~indemnification ~~fiduciary~~and ~~duties~~guarantee byobligations, ~~allegedly~~employee ~~agreeing~~injuries toand ~~sell~~employment-related ~~RSC~~claims, atself-insurance anobligations ~~unfair~~ and ~~inadequate~~contract ~~price~~ and byreal ~~allegedly~~estate ~~failing~~matters. toBased ~~take~~on ~~steps~~advice ~~to maximize the sale price~~ of ~~RSC.~~counsel ~~The complaint also alleged that RSC~~ and ~~the~~available ~~Company~~information, ~~aided~~including ~~and~~current ~~abetted~~status inor ~~the~~stage ~~directors' and officers' breach~~ of ~~their fiduciary duties~~proceeding, and ~~that~~taking ~~the~~into ~~defendants'~~account ~~public~~accruals ~~disclosures~~for ~~concerning~~matters ~~the~~where ~~merger~~we have ~~been~~established ~~inaccurate or incomplete. On April 19~~them, ~~2012,~~we ~~without~~currently ~~agreeing~~believe that any ofliabilities ~~the~~ultimately ~~claims~~resulting ~~had~~from ~~merit,~~these ~~the~~ordinary ~~parties~~course ~~reached~~claims anand ~~agreement~~proceedings towill ~~settle the action~~not, ~~pursuant~~individually toor ~~which~~in ~~RSC and~~ the ~~Company~~aggregate, ~~agreed~~have toa ~~make~~material ~~certain~~adverse ~~additional~~effect ~~public~~on ~~disclosures~~our ~~regarding~~consolidated ~~the~~financial ~~merger and to pay certain attorneys' fees awarded by the court. On August 27~~condition, ~~2012,~~results ~~the court granted preliminary approval~~ of ~~the~~operations ~~settlement~~or ~~and~~cash ~~on September 28, 2012, the settlement was approved by the court~~flows.

As previously reported, following our August 2004 announcement that the SEC had commenced a non-public, fact-finding inquiry concerning the Company, an alleged stockholder filed an action in Connecticut State Superior Court, Judicial District of Norwalk/Stamford at Stamford, purportedly suing derivatively on the Company's behalf. The action, entitled Gregory Riegel v. John N. Milne, et al., named as defendants certain of our current and/or former directors and/or officers, and named the Company as a nominal defendant. The complaint asserted, among other things, that the defendants breached their 16

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fiduciary duties to the Company by causing or allowing the Company to disseminate misleading and inaccurate information to stockholders and the market and by failing to establish and maintain adequate accounting controls, thus exposing the Company to damages. The parties to the Riegel action agreed that the proceedings in this action would be stayed pending the resolution of the motions to dismiss in certain previously-filed purported stockholder class actions. As previously reported, those purported stockholder class actions were commenced in 2004 and were dismissed with prejudice, pursuant to a stipulation of settlement in May 2009. We previously announced on September 8, 2008 that we had also reached a final settlement with the SEC of its inquiry. On or about July 6, 2012, plaintiff withdrew this action against all defendants.

In addition to these matters and the other disclosures provided in note 15 to our consolidated financial statements for the year ended December 31, 2011 filed on Form 10-K on January 25, 2012, we are also subject to a number of claims and proceedings that generally arise in the ordinary conduct of our business. These matters include, but are not limited to, general liability claims (including personal injury, product liability, and property and auto claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations and contract and real estate matters. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals for matters where we have established them, we currently believe that any liabilities ultimately resulting from these ordinary course claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

108. Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. Diluted earnings per share for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 excludes the impact of approximately 1.92 million and 21.43 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 earnings per share (shares in thousands):

	Three Months Ended				~~Nine Months Ended~~
	September 30,				September 30,
	March 31,
	2012		2011		2012		2011
	2013		2012
Numerator:
Income from continuing operations	$	73	$	65	$	34	$	73
Net income	$	21	$	13
Convertible debt interest—1 7/8 percent notes	—		—		—		—
Subordinated convertible debt interest	1		1		—		—
Net income available to common stockholders	$	21	$	13
Income from continuing operations available to common stockholders	74		66		34		73
Denominator:
Loss from discontinued operation	—		—		—		(1		)
Denominator for basic earnings per share—weighted-average common shares	93,310		63,131
Net income available to common stockholders	$	74	$	66	$	34	$	72
Effect of dilutive securities:
Denominator:
Employee stock options and warrants	619		709
Denominator for basic earnings per share—weighted-average common shares	92,539		62,640		79,681		61,996
Convertible subordinated notes—1 7/8 percent	—		1,015
Effect of dilutive securities:
Convertible subordinated notes—4 percent	11,866		10,794
Employee stock options and warrants	707		633		759		1,215
Restricted stock units	585		617
Convertible subordinated notes—1 7/8 percent	208		1,015		—		1,015
Denominator for diluted earnings per share—adjusted weighted-average common shares	106,380		76,266
Convertible subordinated notes—4 percent	10,031		6,379		10,543		8,578
Basic earnings per share	$	0.22	$	0.21
Subordinated convertible debentures	1,341		2,122		—		—
Diluted earnings per share	$	0.19	$	0.17
Restricted stock units	447		545		517		630
Denominator for diluted earnings per share—adjusted weighted-average common shares	105,273		73,334		91,500		73,434
Basic earnings per share:
Income from continuing operations	$	0.78	$	1.04	$	0.42	$	1.18
Loss from discontinued operation	—		—		—		(0.01		)
Net income	$	0.78	$	1.04	$	0.42	$	1.17
Diluted earnings per share:
Income from continuing operations	$	0.70	$	0.91	$	0.37	$	1.00
Loss from discontinued operation	—		—		—		(0.01		)
Net income	$	0.70	$	0.91	$	0.37	$	0.99

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

119. Condensed Consolidating Financial Information of Guarantor Subsidiaries

URNA is 100 percent owned by Holdings (“Parent”) and has outstanding (i) certain indebtedness that is guaranteed by Parent, (ii) certain indebtedness that is guaranteed by both Parent and, with the exception of its U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization (the “SPV”), all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”) and (iii) certain indebtedness that is guaranteed by the guarantor subsidiaries. However, this indebtedness is not guaranteed by URNA’s foreign subsidiaries and the SPV (together, the “non-guarantor subsidiaries”). The guarantor subsidiaries are all 100 percent-owned and the guarantees are made on a joint and several basis. The guarantees are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the subsidiary guarantor, the sale of all or substantially all of the subsidiary guarantor's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met or designating the subsidiary guarantor as an unrestricted subsidiary for purposes of the applicable covenants. The guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws. Based on our understanding of Rule 3-10 of Regulation S-X ("Rule 3-10"), we believe that the guarantees of the guarantor subsidiaries comply with the conditions set forth in Rule 3-10 and therefore continue to utilize Rule 3-10 to present condensed consolidating financial information for Holdings, URNA, the guarantor subsidiaries and the non-guarantor subsidiaries. Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information is presented. The condensed consolidating financial information of Parent and its subsidiaries is as follows:

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING BALANCE SHEET

~~September~~March 3031, ~~2012~~2013

	Parent		URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries					Eliminations			Total
									Foreign			SPV
ASSETS
Cash and cash equivalents	$	—	$	1624		$	—		$	52123		$	—	$	—		$	68147
Accounts receivable, net	—		2734			—			~~128~~127			~~649~~564		—			~~804~~725
Intercompany receivable (payable)	~~106~~200		(48152		)	(4742		)	(~~163~~156		)	—		~~152~~150			—
Inventory	—		8094			—			9			—		—			89103
Prepaid expenses and other assets	—		8858			9—			1123			—		—			~~108~~81
Deferred taxes	—		39253			—			32			—		—			42255
Total current assets	~~106~~200		~~202~~311			(3842		)	40128			~~649~~564		~~152~~150			1,~~111~~311
Rental equipment, net	—		4,~~477~~376			—			~~626~~587			—		—			54,~~103~~963
Property and equipment, net	4145		~~330~~322			1816			37			—		—			~~426~~420
Investments in subsidiaries	1,~~591~~528		1,~~014~~055			~~896~~934			—			—		(3,~~501~~517		)	—
Goodwill and other intangibles, net	—		3,854			—			374			—		—			4,228
Goodwill, net	—		2,708			—			255			—		—			2,963
Other long-term assets	4		119			—			—			1		—			124
Other intangible assets, net	—		1,052			—			99			—		—			1,151
Total assets	$	1,742	$	9,996		$	876		$	1,077		$	650	$	(3,349	)	$	10,992
Other long-term assets	2		111			—			—			—		—			113
Total assets	$	1,775	$	9,935		$	908		$	1,106		$	564	$	(3,367	)	$	10,921
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	~~135~~139	$	4138		$	—		$	—		$	~~475~~390	$	—		$	~~651~~567
Accounts payable	—		~~352~~358			—			5648			—		—			~~408~~406
Accrued expenses and other liabilities	43		~~378~~332			3730			3631			—		—			~~455~~396
Total current liabilities	~~139~~142		~~771~~728			3730			9279			~~475~~390		—			1,~~514~~369
Long-term debt	—		6,~~566~~426			~~152~~147			67			—		—			6,~~724~~580
Subordinated convertible debentures	5517		—			—			—			—		—			5517
Deferred taxes	2021		1,~~004~~189			—			8283			—		—			1,~~106~~293
Other long-term liabilities	—		64			—			13			—		—			6567
Total liabilities	~~214~~180		8,~~405~~407			~~189~~177			~~181~~172			~~475~~390		—			9,~~464~~326
Temporary equity (note 8)	33		—			—			—			—		—			33
Temporary equity (note 6)	29		—			—			—			—		—			29
Total stockholders’ equity (deficit)	1,~~495~~566		1,~~591~~528			~~687~~731			~~896~~934			~~175~~174		(3,~~349~~367		)	1,~~495~~566
Total liabilities and stockholders’ equity (deficit)	$	1,~~742~~775	$	9,~~996~~935		$	~~876~~908		$	1,~~077~~106		$	~~650~~564	$	(3,~~349~~367	)	$	10,~~992~~921

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2011~~2012

	Parent		URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries					Eliminations			Total
									Foreign			SPV
ASSETS
Cash and cash equivalents	$	—	$	620		$	—		$	3086		$	—	$	—		$	36106
Accounts receivable, net	—		1943			9—			98146			~~338~~604		—			~~464~~793
Intercompany receivable (payable)	~~114~~168		(~~876~~108		)	~~772~~(49		)	(~~154~~163		)	—		~~144~~152			—
Inventory	—		2160			15—			8			—		—			4468
Prepaid expenses and other assets	—		5587			110			1914			—		—			75111
Deferred taxes	—		~~100~~263			3—			12			—		—			~~104~~265
Total current assets	~~114~~168		~~(675~~365		)	~~800~~(39		)	293			~~338~~604		~~144~~152			~~723~~1,343
Rental equipment, net	—		14,~~345~~357			~~836~~—			~~436~~609			—		—			24,~~617~~966
Property and equipment, net	41		~~177~~333			~~120~~16			2838			—		—			~~366~~428
Investments in subsidiaries	~~227~~1,575		21,~~144~~029			~~462~~932			—			—		(23,~~833~~536		)	—
Goodwill and other intangibles, net	—		130			102			140			—		—			372
Goodwill, net	—		2,710			—			260			—		—			2,970
Other long-term assets	4		60			1			—			—		—			65
Other intangible assets, net	—		1,094			—			106			—		—			1,200
Total assets	$	386	$	3,181		$	2,321		$	606		$	338	$	(2,689	)	$	4,143
Other long-term assets	4		115			—			—			—		—			119
Total assets	$	1,788	$	10,003		$	909		$	1,106		$	604	$	(3,384	)	$	11,026
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	~~129~~137	$	840		$	—		$	3—		$	~~255~~453	$	—		$	~~395~~630
Accounts payable	—		~~120~~243			47—			3943			—		—			~~206~~286
Accrued expenses and other liabilities	311		~~139~~361			4833			4540			—		—			~~263~~435
Total current liabilities	~~160~~138		~~267~~644			9533			8783			~~255~~453		—			~~864~~1,351
Long-term debt	—		26,~~444~~522			~~142~~150			67			—		—			26,~~592~~679
Subordinated convertible debentures	55		—			—			—			—		—			55
Deferred taxes	1621		~~241~~1,199			~~165~~—			4882			—		—			~~470~~1,302
Other long-term liabilities	52—		263			2—			32			—		—			5965
Total liabilities	~~283~~214		28,~~954~~428			~~404~~183			~~144~~174			~~255~~453		—			49,~~040~~452
Temporary equity (note 8)	39		—			—			—			—		—			39
Temporary equity (note 6)	31		—			—			—			—		—			31
Total stockholders’ equity (deficit)	641,543		~~227~~1,575			~~1,917~~726			~~462~~932			83151		(23,~~689~~384		)	641,543
Total liabilities and stockholders’ equity (deficit)	$	~~386~~1,788	$	310,~~181~~003		$	~~2,321~~909		$	~~606~~1,106		$	~~338~~604	$	(23,~~689~~384	)	$	411,~~143~~026

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

For the Three Months Ended ~~September~~March 3031, ~~2012~~2013

	Parent			URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries						Eliminations			Total
										Foreign			SPV
Revenues:
Equipment rentals	$	—		$	~~906~~781		$	—		$	~~145~~135		$	—		$	—		$	~~1,051~~916
Sales of rental equipment	—			89112			—			1211			—			—			~~101~~123
Sales of new equipment	—			1816			—			65			—			—			2421
Contractor supplies sales	—			1916			—			4			—			—			2320
Service and other revenues	—			1615			—			45			—			—			20
Total revenues	—			~~1,048~~940			—			~~171~~160			—			—			1,~~219~~100
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			~~343~~333			—			5260			—			—			~~395~~393
Depreciation of rental equipment	—			~~180~~178			—			24			—			—			~~204~~202
Cost of rental equipment sales	—			6576			—			7			—			—			7283
Cost of new equipment sales	—			1413			—			54			—			—			1917
Cost of contractor supplies sales	—			1510			—			23			—			—			1713
Cost of service and other revenues	—			6			(1—		)	21			—			—			7
Total cost of revenues	—			~~623~~616			(1—		)	9299			—			—			~~714~~715
Gross profit	—			~~425~~324			1—			7961			—			—			~~505~~385
Selling, general and administrative expenses	719			~~133~~118			—			2322			1			—			~~164~~160
RSC merger related costs	—			86			—			—			—			—			86
Restructuring charge	—			386			—			2—			—			—			406
Non-rental depreciation and amortization	54			6055			—			65			—			—			7164
Operating (loss) income	(1223		)	~~186~~139			1—			4834			(1		)	—			~~222~~149
Interest expense (income), net	32			~~122~~114			1			1			1			(1		)	~~127~~118
Interest expense-subordinated convertible debentures	12			—			—			—			—			—			12
Other (income) expense, net	(2330		)	4945			1—			23			(2919		)	—			—(1		)
Income (loss) before provision for income taxes	7			15			(1		)	45			27			1			94
Income (loss) before provision (benefit) for income taxes	3			(20		)	(1		)	30			17			1			30
Provision for income taxes	—			2			—			8			11			—			21
Provision (benefit) for income taxes	1			(8		)	—			9			7			—			9
Income (loss) before equity in net earnings (loss) of subsidiaries	72			13(12		)	(1		)	3721			1610			1			7321
Equity in net earnings (loss) of subsidiaries	6619			5331			3721			—			—			(~~156~~71		)	—
Net income (loss)	7321			6619			3620			3721			1610			(~~155~~70		)	7321
Other comprehensive income (loss)	21			21			20			12			—			(53		)	21
Other comprehensive (loss) income	(20		)	(20		)	(20		)	(15		)	—			55			(20		)
Comprehensive income (loss)	$	941		$	87(1	)	$	56—		$	496		$	1610		$	(~~208~~15	)	$	941

2821

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

For the Three Months Ended ~~September~~March 3031, ~~2011~~2012

	Parent			URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries						Eliminations			Total
										Foreign			SPV
Revenues:
Equipment rentals	$	—		$	~~284~~250		$	~~213~~183		$	~~107~~90		$	—		$	—		$	~~604~~523
Sales of rental equipment	—			2539			1126			611			—			—			4276
Sales of new equipment	—			108			65			85			—			—			2418
Contractor supplies sales	—			128			65			5			—			—			2318
Service and other revenues	—			11			5			45			—			—			2021
Total revenues	—			~~342~~316			~~241~~224			~~130~~116			—			—			~~713~~656
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			~~126~~115			9788			3843			—			—			~~261~~246
Depreciation of rental equipment	—			5759			3537			1819			—			—			~~110~~115
Cost of rental equipment sales	—			1624			716			47			—			—			2747
Cost of new equipment sales	—			87			54			64			—			—			1915
Cost of contractor supplies sales	—			74			4			4			—			—			1512
Cost of service and other revenues	—			6			12			—			—			—			78
Total cost of revenues	—			~~220~~215			~~149~~151			7077			—			—			~~439~~443
Gross profit	—			~~122~~101			9273			6039			—			—			~~274~~213
Selling, general and administrative expenses	710			4034			3536			17			45			—			~~103~~102
Restructuring charge	—			1			1			—			—			—			2
RSC merger related costs	—			10			—			—			—			—			10
Non-rental depreciation and amortization	4			4			2			3			—			—			13
Restructuring charge	—			—			—			—			—			—			—
Operating (loss) income	(11		)	77			54			40			(4		)	—			156
Non-rental depreciation and amortization	4			4			4			2			—			—			14
Interest expense (income), net	3			51			(7		)	2			1			7			57
Operating (loss) income	(14		)	53			33			20			(5		)	—			87
Interest expense (income), net	3			51			1			1			13			(1		)	68
Interest expense-subordinated convertible debentures	1			—			—			—			—			—			1
Other (income) expense, net	(1918		)	1716			129			23			(1011		)	—			2(1		)
Income before provision (benefit) for income taxes	4			9			49			36			5			(7		)	96
(Loss) income before (benefit) provision for income taxes	—			(14		)	23			16			(7		)	1			19
Provision (benefit) for income taxes	2			(20		)	34			9			6			—			31
(Benefit) provision for income taxes	—			(22		)	28			3			(3		)	—			6
Income (loss) before equity in net earnings (loss) of subsidiaries	2—			298			15(5		)	2713			(14		)	(71		)	6513
Equity in net earnings (loss) of subsidiaries	6313			345			2014			—			—			(~~117~~32		)	—
Net income (loss)	6513			6313			359			2713			(14		)	(~~124~~31		)	6513
Other comprehensive (loss) income	(37		)	(37		)	(36		)	(19		)	—			92			(37		)
Other comprehensive income (loss)	10			10			9			5			—			(24		)	10
Comprehensive income (loss)	$	28		$	26		$	(1	)	$	8		$	(1	)	$	(32	)	$	28
Comprehensive (loss) income	$	23		$	23		$	18		$	18		$	(4	)	$	(55	)	$	23

2922

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2012

	Parent			URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries					Eliminations			Total
										Foreign		SPV (1)
Revenues:
Equipment rentals	$	—		$	1,821		$	249		$	349	$	—		$	—		$	2,419
Sales of rental equipment	—			194			32			32		—			—			258
Sales of new equipment	—			39			7			18		—			—			64
Contractor supplies sales	—			43			7			14		—			—			64
Service and other revenues	—			41			8			14		—			—			63
Total revenues	—			2,138			303			427		—			—			2,868
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			730			117			144		—			—			991
Depreciation of rental equipment	—			375			50			66		—			—			491
Cost of rental equipment sales	—			136			20			19		—			—			175
Cost of new equipment sales	—			31			6			14		—			—			51
Cost of contractor supplies sales	—			31			5			9		—			—			45
Cost of service and other revenues	—			16			2			5		—			—			23
Total cost of revenues	—			1,319			200			257		—			—			1,776
Gross profit	—			819			103			170		—			—			1,092
Selling, general and administrative expenses	26			271			47			57		11			—			412
RSC merger related costs	—			98			—			—		—			—			98
Restructuring charge	—			90			—			3		—			—			93
Non-rental depreciation and amortization	12			105			5			12		—			—			134
Operating (loss) income	(38		)	255			51			98		(11		)	—			355
Interest expense (income), net	9			241			34			3		32			(3		)	316
Interest expense-subordinated convertible debentures	3			—			—			—		—			—			3
Other (income) expense, net	(61		)	79			10			9		(50		)	—			(13		)
Income (loss) before provision (benefit) for income taxes	11			(65		)	7			86		7			3			49
Provision (benefit) for income taxes	1			(23		)	17			17		3			—			15
Income (loss) before equity in net earnings (loss) of subsidiaries	10			(42		)	(10		)	69		4			3			34
Equity in net earnings (loss) of subsidiaries	24			66			70			—		—			(160		)	—
Net income (loss)	34			24			60			69		4			(157		)	34
Other comprehensive income (loss)	19			19			19			11		—			(49		)	19
Comprehensive income (loss)	$	53		$	43		$	79		$	80	$	4		$	(206	)	$	53

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

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2011

	Parent			URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries						Eliminations			Total
										Foreign			SPV
Revenues:
Equipment rentals	$	—		$	756		$	540		$	266		$	—		$	—		$	1,562
Sales of rental equipment	—			66			32			17			—			—			115
Sales of new equipment	—			27			15			18			—			—			60
Contractor supplies sales	—			30			19			17			—			—			66
Service and other revenues	—			33			16			13			—			—			62
Total revenues	—			912			622			331			—			—			1,865
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			360			265			115			—			—			740
Depreciation of rental equipment	—			165			101			46			—			—			312
Cost of rental equipment sales	—			42			21			10			—			—			73
Cost of new equipment sales	—			22			12			14			—			—			48
Cost of contractor supplies sales	—			20			13			12			—			—			45
Cost of service and other revenues	—			15			5			4			—			—			24
Total cost of revenues	—			624			417			201			—			—			1,242
Gross profit	—			288			205			130			—			—			623
Selling, general and administrative expenses	20			111			100			52			15			—			298
Restructuring charge	—			3			2			—			—			—			5
Non-rental depreciation and amortization	11			12			11			5			—			—			39
Operating (loss) income	(31		)	162			92			73			(15		)	—			281
Interest expense (income), net	9			155			(4		)	3			3			4			170
Interest expense-subordinated convertible debentures	5			—			—			—			—			—			5
Other (income) expense, net	(51		)	42			27			8			(28		)	—			(2		)
Income (loss) before provision (benefit) for income taxes	6			(35		)	69			62			10			(4		)	108
Provision (benefit) for income taxes	2			(18		)	28			18			5			—			35
Income (loss) from continuing operations	4			(17		)	41			44			5			(4		)	73
Loss from discontinued operation, net of taxes	—			(1		)	—			—			—			—			(1		)
Income (loss) before equity in net earnings (loss) of subsidiaries	4			(18		)	41			44			5			(4		)	72
Equity in net earnings (loss) of subsidiaries	68			86			40			—			—			(194		)	—
Net income (loss)	72			68			81			44			5			(198		)	72
Other comprehensive (loss) income	(24		)	(24		)	(23		)	(13		)	—			60			(24		)
Comprehensive income (loss)	$	48		$	44		$	58		$	31		$	5		$	(138	)	$	48

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2012~~2013

	Parent			URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by (used in) operating activities	$	816		$	~~515~~294		$	~~150~~(1	)	$	~~111~~50		$	~~(289~~50	)	$	—	$	~~495~~409
Net cash used in investing activities	(816		)	(~~1,820~~148		)	~~(154~~—		)	(8411		)	—			—		(~~2,066~~175		)
Net cash provided by (used in) financing activities	—			1,315			4			(6		)	289			—		1,602
Net cash (used in) provided by financing activities	—			(142		)	1			—			(50		)	—		(191		)
Effect of foreign exchange rates	—			—			—			1(2		)	—			—		1(2		)
Net increase in cash and cash equivalents	—			104			—			2237			—			—		3241
Cash and cash equivalents at beginning of period	—			620			—			3086			—			—		36106
Cash and cash equivalents at end of period	$	—		$	1624		$	—		$	52123		$	—		$	—	$	68147

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2011~~2012

	Parent			URNA			GuarantorSubsidiaries			Non-GuarantorSubsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by (used in) operating activities	$	3		$	192		$	215		$	83		$	(40	)	$	—	$	453
Net cash provided by operating activities	$	3		$	85		$	109		$	28		$	29		$	—	$	254
Net cash used in investing activities	(114		)	(~~221~~252		)	(~~219~~110		)	(~~276~~34		)	—			—		(~~727~~400		)
Net cash provided by financing activities	8			29			4			11			40			—		92
Net cash provided by (used in) financing activities	1			164			1			(2		)	(29		)	—		135
Effect of foreign exchange rates	—			—			—			51			—			—		51
Net decrease in cash and cash equivalents	—			—(3		)	—			(~~177~~7		)	—			—		(~~177~~10		)
Cash and cash equivalents at beginning of period	—			46			—			~~199~~30			—			—		~~203~~36
Cash and cash equivalents at end of period	$	—		$	43		$	—		$	2223		$	—		$	—	$	26

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

Executive Overview

We are the largest equipment rental company in the world, with an integrated network of ~~848~~830 rental locations in the United States and Canada. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $7.42 billion, and a national branch network that operates in 4849 U.S. 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~~more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

We offer approximately 3,~~400~~300 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 revenues. Equipment rentals represented 8483 percent of total revenues for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013.

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

On April 30, 2012 ~~(“the acquisition date”)~~, we acquired 100 percent of the outstanding common shares and voting interest (“the acquisition”) of RSC Holdings, Inc. (“RSC”). The results of RSC's operations have been included in our condensed consolidated financial statements since that date. RSC, which had total revenues of $1.5 billion in 2011, was one of the largest equipment rental providers in North America, and as of December 31, 2011 had a network of 440 rental locations in 43 U.S. states and three Canadian provinces ~~as of December 31, 2011~~. WeThe ~~believe that the~~ acquisition ~~will~~has ~~create~~created a leading North American equipment rental company with a more attractive business mix, greater scale and enhanced growth prospects, and we believe that the acquisition will provide us with financial benefits including reduced operating expenses and additional revenue opportunities going forward. ~~For~~Since ~~additional~~the ~~information~~acquisition ~~concerning~~date, significant amounts of fleet have been moved between United Rentals locations and the acquired RSC ~~acquisition~~locations, ~~see~~and ~~note~~it 2is not practicable to reasonably estimate the amounts of revenue and earnings of RSC since the acquisition date. Our total revenues were $1,100 for the three months ended March 31, 2013. Pro forma total revenues for the three months ended March 31, 2012, comprised of United Rentals and RSC historic revenues, were $1,064. The impact of the RSC acquisition on our ~~condensed~~equipment ~~consolidated~~rentals ~~financial~~revenue ~~statements~~is primarily reflected in the 78.2 percent increase in the volume of OEC on rent for the three months ended March 31, 2013.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, year over year, our rental rates increased 75.34 percent and the volume of OEC on rent increased 5678.92 percent, which we believe reflects, in addition to the impact of the RSC acquisition, modest improvements in our operating environment and a secular shift from ownership to the rental of construction-related equipment. Although there is no certainty that these trends will continue, we believe that our strategy will strengthen our leadership position in a recovery. Rental rate calculations are only available on a pro forma basis (that is, including the results of operations of RSC for the three months ended March 31, 2012).

Financial Overview

~~Income~~Net ~~from continuing operations~~income. ~~Income~~Net ~~from~~income ~~continuing operations~~ and diluted earnings per share ~~from continuing operations~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 were as follows:

	Three Months Ended				~~Nine Months Ended~~
	September 30,				September 30,
	March 31,
	2012		2011		2012		2011
	2013		2012
Income from continuing operations	$	73	$	65	$	34	$	73
Net income	$	21	$	13
Diluted earnings per share from continuing operations	$	0.70	$	0.91	$	0.37	$	1.00
Diluted earnings per share	$	0.19	$	0.17

~~Income~~Net ~~from~~income ~~continuing operations~~ and diluted earnings per share ~~from continuing operations~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 include the impacts of the following special items (amounts presented on an after-tax basis):

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Table of Contents

	Three Months Ended September 30,												Nine Months Ended September 30,
	Three Months Ended March 31,
	2012						2011						2012						2011
	2013						2012
	Contributionto income from continuing operations (after-tax)			Impact ondiluted earnings per share from continuing operations			Contributionto income from continuing operations (after-tax)			Impact ondiluted earnings per share from continuing operations			Contributionto income from continuing operations (after-tax)			Impact ondiluted earnings per share from continuing operations			Contributionto income from continuing operations (after-tax)			Impact ondiluted earnings per share from continuing operations
	Contributionto net income (after-tax)			Impact ondiluted earnings per share			Contributionto net income (after-tax)			Impact ondiluted earnings per share
RSC merger related costs (1)	$	(54	)	$	(0.0503	)	$	—(6	)	$	—(0.09	)	$	~~(60~~	)	$	~~(0.64~~	)	$	—		$	—
RSC merger related intangible asset amortization (2)	(2726		)	(0.2524		)	—			—			~~(45~~		)	~~(0.49~~		)	—			—
Impact on depreciation related to acquired RSC fleet and property and equipment (3)	21			0.0201			—			—			4			~~0.04~~			—			—
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)	(10		)	(0.09		)	—			—			(14		)	(0.15		)	—			—
Impact of the fair value mark-up of acquired RSC fleet (4)	(8		)	(0.08		)	—			—
Pre-close RSC merger related interest expense (5)	—			—			—(8		)	—(0.10		)	~~(18~~		)	~~(0.20~~		)	—			—
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (6)	1			0.01			—			—			2			~~0.02~~			—			—
Restructuring charge (7)	(254		)	(0.2304		)	(1—		)	~~(0.01~~—		)	~~(58~~		)	~~(0.63~~		)	(3		)	~~(0.04~~		)
Asset impairment charge (8)	(61		)	(0.0601		)	—			—			(8		)	~~(0.09~~		)	(1		)	~~(0.01~~		)
Loss on repurchase/redemption of debt securities and retirement of subordinated convertible debentures	—(1		)	—(0.01		)	—			—			—			—			*			~~(0.01~~		)
Gain on sale of software subsidiary (9)	—			—			—			—			6			0.07			—			—

*(1) ~~Amount~~This isreflects ~~less~~transaction ~~than~~costs $1associated with the acquisition of RSC.

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


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


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

(4) This reflects additional costs recorded in cost of rental equipment sales, ~~cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales~~ associated with the fair value mark-up of rental equipment ~~and inventory~~ acquired in the RSC acquisition. ~~The costs relate to equipment~~ and ~~inventory~~subsequently ~~acquired in the RSC acquisition and~~ sold ~~in the periods indicated~~.

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

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

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

(8) This charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition.

34In addition to the matters discussed above, our 2013 performance reflects increased gross profit from equipment rentals and sales of rental equipment.

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

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

In addition to the matters discussed above, our 2012 performance reflects increased gross profit from equipment rentals and sales of rental equipment. The three months ended September 30, 2012 also includes a $4 benefit related to the settlement of a Canadian tax matter, after which, and with consideration to other tax items, the effective tax rate was 22.3 percent for the three months ended September 30, 2012.

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

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012			2011
Net income	$	73	$	65	$	34		$	72
Loss from discontinued operation, net of taxes	—		—		—			1
Provision for income taxes	21		31		15			35
Interest expense, net	127		57		316			170
Interest expense – subordinated convertible debentures	1		1		3			5
Depreciation of rental equipment	204		110		491			312
Non-rental depreciation and amortization	71		13		134			39
EBITDA	$	497	$	277	$	993		$	634
RSC merger related costs (1)	8		—		98			—
Restructuring charge (2)	40		2		93			5
Stock compensation expense, net (3)	10		3		23			9
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)	15		—		22			—
Gain on sale of software subsidiary (5)	—		—		(10		)	—
Adjusted EBITDA	$	570	$	282	$	1,219		$	648

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

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	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2012			2011
	2013			2012
Net cash provided by operating activities	$	495		$	453
Net income	$	21		$	13
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Provision for income taxes	9			6
Loss from discontinued operation, net of taxes	—			1
Interest expense, net	118			68
Amortization of deferred financing costs and original issue discounts	(17		)	(17		)
Interest expense – subordinated convertible debentures	2			1
Gain on sales of rental equipment	83			42
Depreciation of rental equipment	202			115
Gain on sales of non-rental equipment	2			2
Non-rental depreciation and amortization	64			14
Gain on sale of software subsidiary (5)	10			—
EBITDA	$	416		$	217
RSC merger related costs (1)	~~(98~~6		)	—10
Restructuring charge (2)	~~(93~~6		)	(5—		)
Stock compensation expense, net (3)	~~(23~~9		)	(94		)
Loss on retirement of subordinated convertible debentures	—			(1		)
Impact of the fair value mark-up of acquired RSC fleet (4)	14			—
Changes in assets and liabilities	384			7
Adjusted EBITDA	$	451		$	231
Cash paid for interest, including subordinated convertible debentures	219			141
Cash paid for income taxes, net	31			20
EBITDA	$	993		$	634
Add back:
RSC merger related costs (1)	98			—
Restructuring charge (2)	93			5
Stock compensation expense, net (3)	23			9
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)	22			—
Gain on sale of software subsidiary (5)	(10		)	—
Adjusted EBITDA	$	1,219		$	648

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



	Three Months Ended
	March 31,
	2013			2012
Net cash provided by operating activities	$	409		$	254
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Amortization of deferred financing costs and original issue discounts	(6		)	(5		)
Gain on sales of rental equipment	40			29
Gain on sales of non-rental equipment	1			1
RSC merger related costs (1)	(6		)	(10		)
Restructuring charge (2)	(6		)	—
Stock compensation expense, net (3)	(9		)	(4		)
Loss on retirement of subordinated convertible debentures	(1		)	—
Increase in restricted cash- RSC merger related debt interest	—			25
Changes in assets and liabilities	(111		)	(125		)
Cash paid for interest, including subordinated convertible debentures	90			40
Cash paid for income taxes, net	15			12
EBITDA	$	416		$	217
Add back:
RSC merger related costs (1)	6			10
Restructuring charge (2)	6			—
Stock compensation expense, net (3)	9			4
Impact of the fair value mark-up of acquired RSC fleet (4)	14			—
Adjusted EBITDA	$	451		$	231

___________________


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

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


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

(4) This reflects additional costs recorded in cost of rental equipment sales, cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales associated with the fair value mark-up of rental equipment and inventory acquired in the RSC acquisition. The costs relate to equipment and inventory acquired in the RSC acquisition and sold in the periods indicated.26

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

For the three months ended September 30, 2012, EBITDA increased $220, or 79.4 percent, and adjusted EBITDA increased $288, or 102.1 percent. The EBITDA increase primarily reflects increased profit from equipment rentals, partially offset by the impact of the restructuring charge and increased selling, general and administrative expense, and the adjusted EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, partially offset by increased selling, general and administrative expense. For the three months ended September 30, 2012, EBITDA margin increased 2.0 percentage points to 40.8 percent, and adjusted EBITDA margin increased 7.2 percentage points to 46.8 percent. The increase in EBITDA margin primarily reflects increased margins from equipment rentals and improved selling, general and administrative leverage, partially offset by the impact of the restructuring charge. The increase in adjusted EBITDA margin primarily reflects increased margins from equipment rentals and improved selling, general and administrative leverage. For the nine months ended September 30, 2012, EBITDA increased $359, or 56.6 percent, and adjusted EBITDA increased $571, or 88.1 percent. The EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, partially offset by the impact of the RSC merger related costs and restructuring charge and increased selling, general and administrative expense, and the adjusted EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, partially offset by increased selling, general and administrative expense. For the nine months ended

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~~September 30,~~(4) ~~2012,~~This ~~EBITDA~~reflects ~~margin~~additional ~~increased~~costs ~~0.6~~recorded ~~percentage points to 34.6 percent, and adjusted EBITDA margin increased 7.8 percentage points to 42.5 percent. The increase~~ in ~~EBITDA~~cost ~~margin~~of ~~primarily~~rental ~~reflects increased margins from~~ equipment ~~rentals~~sales ~~and~~associated ~~improved~~with ~~selling,~~the ~~general~~fair ~~and~~value ~~administrative~~mark-up ~~leverage,~~of ~~partially~~rental ~~offset~~equipment byacquired ~~the~~in ~~impact of~~ the RSC ~~merger~~acquisition ~~related costs~~ and ~~restructuring~~subsequently ~~charge~~sold. ~~The increase in adjusted EBITDA margin primarily reflects increased margins from equipment rentals and improved selling, general and administrative leverage.~~

For the three months ended March 31, 2013, EBITDA increased $199, or 91.7 percent, and adjusted EBITDA increased $220, or 95.2 percent. The EBITDA increase primarily reflects increased profit from equipment rentals, partially offset by increased selling, general and administrative expense, and the adjusted EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, partially offset by increased selling, general and administrative expense. For the three months ended March 31, 2013, EBITDA margin increased 4.7 percentage points to 37.8 percent, and adjusted EBITDA margin increased 5.8 percentage points to 41.0 percent. The increase in EBITDA margin primarily reflects increased margins from equipment rentals, improved selling, general and administrative leverage and decreased RSC merger related costs. The increase in adjusted EBITDA margin primarily reflects increased margins from equipment rentals and sales of rental equipment, and improved selling, general and administrative leverage.

Results of Operations

As discussed in note 32 to our condensed consolidated financial statements, our reportable segments are general rentals and trench safety, power and HVAC (“heating, ventilating and air conditioning”). The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. The general rentals segment operates throughout the United States and Canada. The trench safety, power and HVAC segment ~~includes~~is comprised of the ~~rental~~Trench ofSafety region, which rents trench safety equipment ~~for~~such ~~underground~~as ~~construction~~trench shields, ~~temporary~~aluminum ~~power~~hydraulic shoring systems, ~~climate~~slide ~~control~~rails, crossing plates, construction lasers and ~~disaster~~line ~~recovery~~testing equipment for underground work, and ~~related~~the ~~services~~Power and HVAC region, which rents power and HVAC equipment such as ~~training~~portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment. The trench safety, power and HVAC segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. The trench safety, power and HVAC segment operates throughout the United States and in Canada.

As discussed in note 32 to our condensed consolidated financial statements, we aggregate our 12 geographic regions—Eastern Canada, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid-Central, Midwest, Mountain West, Northeast, ~~Northwest~~Pacific West, South, Southeast and ~~Southwest~~Western Canada—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 ~~September~~March 3031, ~~2012~~2013, certain of our regions had equipment rentals gross margins that varied by between 10 percent and 2429 percent from the equipment rentals gross margins of the aggregated general rentals' regions over the same period. For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, the aggregate general rentals' equipment rentals gross margin increased 64.92 percentage points to 3834.05 percent, primarily reflecting increased rental rates, a 01.37 percentage point increase in time utilization, which is calculated by dividing the amount of time equipment is on rent by the amount of time we have owned the equipment, and cost improvements. As compared to the equipment rentals revenue increase of 5679.98 percent, (i) aggregate repairs and maintenance and delivery costs increased 3762.9 percent due primarily to higher rental volume, (ii) compensation costs increased 3864.04 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition, and (iii) building and property costs increased 2456.46 percent due primarily to the impact of the RSC acquisition ~~and insurance decreased 1~~.5 ~~percent due primarily to improvements in our claims experience as we continue to focus on customer, driver and employee safety.~~ The revenue and cost increases all reflect the impact of the RSC acquisition since the April 30, 2012 acquisition date. Our equipment rental revenue increased more than our costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization.

For the five year period ended ~~September~~March 3031, ~~2012~~2013, the general rentals' region with the lowest equipment rentals gross margin was the Southeast. The Southeast region's equipment rentals gross margin of 2627.41 percent for the five year period ended ~~September~~March 3031, ~~2012~~2013 was 2423 percent less than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The Southeast region's equipment rentals gross margin was less than the other general rentals' regions during this period as it experienced more significant declines in its end markets than the other regions, which led to more competitive pricing pressure and lower fleet investment. For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, the Southeast region's equipment rentals gross margin increased 76.1 percentage points to 3334.96 percent, primarily reflecting a 56.73 percent rental rate increase ~~and cost improvements~~, ~~partially offset by~~ a 01.9 percentage point ~~decrease~~increase in time utilization and cost improvements. As compared to equipment rentals revenue, which increased 4672.19 percent, (i) aggregate repairs and maintenance and delivery costs increased 2449.90 percent due primarily to higher rental volume, (ii) compensation costs increased 3459.53 percent, (iii) and building and property costs increased 2137.05 percent. Rental rate changes are calculated based on the year over year variance in average contract rates, weighted by the prior period revenue mix. ~~Rental rate calculations are only available on a pro forma basis (that is, including the results of operations of RSC for all periods presented).~~

For the five year period ended ~~September~~March 3031, ~~2012~~2013, the general rentals' region with the highest equipment rentals gross margin was ~~the~~Western ~~Northwest~~Canada. The ~~Northwest~~Western Canada region's equipment rentals gross margin of 3743.47 percent for the five year period ended ~~September~~March 3031, ~~2012~~2013 was 1129 percent more than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The Northwest region's equipment rentals gross margin was more than the other general rentals' regions during this period as its end markets were more stable than the other regions, which resulted in stronger pricing. For the nine months ended September 30, 2012, the Northwest region's equipment rentals gross margin increased 7.8 percentage points to 42.9 percent, primarily reflecting a 6.9 percent rental rate increase, cost improvements and a 1.0 percentage point increase in time utilization. As compared to equipment rentals revenue, which increased 38.1 percent, aggregate repairs and maintenance and delivery costs increased 23.1 percent due primarily to higher rental volume, compensation costs increased 26.0 percent, and building and property costs increased 9.6 percent. Additionally, the Northwest region's 2012 equipment rentals gross margin

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regions over the same period. The Western Canada region's equipment rentals gross margin was more than the other general rentals' regions during this period as the region benefited from strong demand for natural resources which have been more resistant to the economic pressures experienced in other regions. For the three months ended March 31, 2013, the Western Canada region's equipment rentals gross margin increased ~~due~~4.9 percentage points to 46.8 percent, primarily reflecting a ~~reduction~~6.6 percent rental rate increase, a 5.1 percentage point increase in ~~lower~~time ~~margin~~utilization ~~re-rent~~and ~~revenue~~cost (improvements. As compared to equipment werentals ~~rent~~revenue, ~~from~~which ~~other~~increased ~~companies~~94.8 percent, (i) aggregate repairs and ~~then~~maintenance ~~rent~~and delivery costs increased 71.4 percent due primarily to ~~customers~~higher rental volume, (ii) compensation costs increased 82.3 percent and (iii) depreciation of rental equipment increased 69.7 percent.

Although the margins for certain of our general rentals' regions exceeded a 10 percent variance level for the five year period ended ~~September~~March 3031, ~~2012~~2013, we expect convergence going forward given ~~management's~~the cyclical nature of the construction industry, which impacts each region differently, and our continued focus on cost cutting, improved processes and fleet sharing. Additionally, the margins for the five year period ended March 31, 2013 include the significant impact of the economic downturn in 2009 that impacted all our regions. 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 equipment rentals gross profit. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.

Revenues by segment were as follows:

	Generalrentals		Trench safety,power and HVAC		Total
Three Months Ended September 30, 2012
Three Months Ended March 31, 2013
Equipment rentals	$	~~971~~854	$	8062	$	~~1,051~~916
Sales of rental equipment	98119		34		~~101~~123
Sales of new equipment	2220		21		2421
Contractor supplies sales	2118		2		2320
Service and other revenues	19		1		20
Total revenue	$	1,~~131~~030	$	8870	$	1,~~219~~100
Three Months Ended September 30, 2011
Three Months Ended March 31, 2012
Equipment rentals	$	~~540~~475	$	6448	$	~~604~~523
Sales of rental equipment	4074		2		4276
Sales of new equipment	2217		21		2418
Contractor supplies sales	2116		2		2318
Service and other revenues	20		—1		2021
Total revenue	$	~~643~~602	$	7054	$	~~713~~656
Nine Months Ended September 30, 2012
Equipment rentals	$	2,227	$	192	$	2,419
Sales of rental equipment	250		8		258
Sales of new equipment	59		5		64
Contractor supplies sales	58		6		64
Service and other revenues	60		3		63
Total revenue	$	2,654	$	214	$	2,868
Nine Months Ended September 30, 2011
Equipment rentals	$	1,419	$	143	$	1,562
Sales of rental equipment	110		5		115
Sales of new equipment	54		6		60
Contractor supplies sales	61		5		66
Service and other revenues	60		2		62
Total revenue	$	1,704	$	161	$	1,865

Equipment rentals. For the three months ended ~~September~~March 3031, ~~2012~~2013, equipment rentals of $~~1,051~~916 increased $~~447~~393, or 7475.01 percent, as compared to the same period in ~~2011~~2012, primarily reflecting a 7978.72 percent increase in the volume of OEC on rent and a 7.5.4 percent rental rate increase, partially offset by changes in rental mix. There are two components of rental mix that impact equipment rentals: 1) the type of equipment rented and 2) the duration of the rental contract (daily, weekly and monthly). In 2013, we increased the portion of equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent, but produces higher margins as there are less transaction costs. As discussed above, we acquired RSC on April 30, 2012, and the results of RSC's operations have been included in our condensed consolidated financial statements since that date. The impact of the RSC acquisition on equipment rentals is primarily reflected in the increase in the volume of OEC on rent. Equipment rentals represented 83 percent of total revenues for the three months ended March 31, 2013. On a segment basis, equipment rentals represented 83 percent and 89 percent of total revenues for the three months ended March 31, 2013 for general rentals and trench safety, power and HVAC, respectively. General rentals equipment rentals increased $379, or 79.8 percent, primarily reflecting a 79.6 percent increase in the volume of OEC on rent and increased rental rates, partially offset by an increase in the portion of equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent. Trench safety, power and HVAC

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~~2012, we increased the portion of~~ equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent, but produces higher margins as there are less transaction costs. As discussed above, we acquired RSC on April 30, 2012, and the results of RSC's operations have been included in our condensed consolidated financial statements since that date. The impact of the RSC acquisition on equipment rentals is primarily reflected in the increase in the volume of OEC on rent. Equipment rentals represented 86 percent of total revenues for the three months ended September 30, 2012. On a segment basis, equipment rentals represented 86 percent and 91 percent of total revenues for the three months ended September 30, 2012 for general rentals and trench safety, power and HVAC, respectively. General rentals equipment rentals increased $~~431~~14, or 7929.82 percent, primarily reflecting an ~~81.0 percent~~ increase in the volume of OEC on rent and increased rental rates~~, partially offset by an increase in the portion of equipment rentals from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent~~. Trench safety, power and HVAC ~~equipment rentals increased $16, or 25.0 percent, primarily reflecting an increase in the volume of OEC on rent. Trench safety, power and HVAC~~ average OEC for the three months ended ~~September~~March 3031, ~~2012~~2013 increased 4124 percent as compared to the same period in ~~2011~~2012. Capitalizing on the demand for the higher margin equipment rented by our trench safety, power and HVAC segment has been a key component of our strategy in ~~2012~~2013 and ~~2011~~2012. The trench safety, power and HVAC equipment rentals growth was less than the increase in average OEC primarily due to OEC mix, as a significant portion of the OEC growth was in product lines that generate less revenue per OEC dollar, such as power and HVAC equipment.

~~For~~We ~~the~~believe ~~nine~~that ~~months~~the ~~ended~~rate ~~September 30,~~and ~~2012,~~volume ~~equipment~~improvements ~~rentals~~for ofthe ~~$2,419~~three ~~increased~~months ~~$857~~ended March 31, or2013 ~~54.9 percent~~reflect, asin ~~compared~~addition to the ~~same~~impact ~~period~~of inthe ~~2011~~RSC acquisition, ~~primarily reflecting~~ a ~~56.9~~modest ~~percent~~improvement ~~increase~~ in ~~the~~our ~~volume~~operating ofenvironment ~~OEC on rent~~ and a ~~7.3~~shift ~~percent~~from ~~rental~~customer ~~rate~~ownership ~~increase,~~to ~~partially offset by an increase in~~ the ~~portion~~rental of construction equipment. ~~rentals~~As ~~from~~discussed ~~monthly~~above, ~~rental~~the ~~contracts.~~results ~~Equipment~~of ~~rentals~~RSC's ~~represented~~operations 84have ~~percent~~been ofincluded ~~total~~in ~~revenues~~our ~~for~~condensed ~~the~~consolidated ~~nine~~financial ~~months~~statements ~~ended~~since ~~September~~the April 30, 2012. Onacquisition adate. ~~segment~~The ~~basis,~~RSC ~~equipment~~acquisition ~~rentals~~contributed ~~represented~~significantly 84to ~~percent~~the ~~and~~volume 90improvements ~~percent of total revenues~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2012 for general rentals and trench safety, power and HVAC, respectively~~2013. ~~General~~The ~~rentals~~total ~~equipment~~OEC ~~rentals increased $808, or 56.9 percent, primarily reflecting a 56.8 percent increase in the volume~~ of ~~OEC~~our onfleet ~~rent and increased rental rates, partially offset by an increase in the portion~~ of ~~equipment rentals from monthly~~ rental ~~contracts. Trench safety, power and HVAC~~ equipment ~~rentals~~was ~~increased~~ $~~49, or 34~~7.32 ~~percent~~billion, ~~primarily~~including ~~reflecting an increase in~~ the ~~volume~~acquired ofRSC ~~OEC on rent. Trench safety~~fleet, ~~power~~as ~~and~~of ~~HVAC average OEC for the nine months ended September~~March 3031, ~~2012~~2013 ~~increased 54 percent~~ as compared to ~~the same period in 2011~~$4.3 ~~The~~billion ~~trench safety, power and HVAC equipment rentals growth was less than the increase in average OEC primarily due to OEC mix,~~ as ~~a significant portion~~ of ~~the OEC growth was in product lines that generate less revenue per OEC dollar~~March 31, ~~such as power and HVAC equipment~~2012.

WeSales ~~believe~~of ~~that~~rental ~~the~~equipment. ~~rate~~For ~~and volume improvements for~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012 reflect~~2013, insales ~~addition to the impact~~ of ~~the~~rental ~~RSC~~equipment ~~acquisition,~~represented aapproximately ~~modest~~11 ~~improvement~~percent inof our ~~operating~~total ~~environment~~revenues. ~~and~~Our ageneral ~~shift~~rentals ~~from~~segment ~~customer~~accounted ~~ownership~~for tosubstantially ~~the~~all ~~rental~~ of ~~construction~~these ~~equipment~~sales. AsFor ~~discussed above,~~ the ~~results~~three ofmonths ~~RSC's~~ended ~~operations~~March 31, ~~have~~2013, ~~been~~sales ~~included~~of inrental ~~our~~equipment ~~condensed~~increased ~~consolidated financial statements since the April 30, 2012 acquisition date~~61.8 ~~The~~percent ~~RSC~~as ~~acquisition~~compared ~~contributed~~ to the ~~volume~~same ~~improvements~~period ~~for~~in ~~the~~2012, ~~three~~primarily ~~and~~reflecting ~~nine~~increased ~~months ended September 30~~volume, ~~2012.~~including ~~The~~the ~~total~~impact ~~OEC~~ of ~~our fleet of rental equipment was $7.4 billion, including~~ the ~~acquired~~ RSC ~~fleet~~acquisition, asand ofimproved ~~September 30,~~pricing ~~2012~~in asa ~~compared~~stronger toretail $4market.~~0 billion as of December 31, 2011.~~

Sales of ~~rental~~new equipment. For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, sales of ~~rental~~new equipment represented approximately 92 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013, sales of ~~rental~~new equipment increased ~~140~~16.57 percent ~~and 124.3 percent, respectively,~~ as compared to the same ~~periods~~period in ~~2011~~2012, primarily reflecting increased volume, ~~and~~including ~~improved pricing in a stronger retail market and~~ the impact of the RSC acquisition. The increased sales also reflect management of our fleet size and mix in anticipation of increased rental capital expenditures in 2012. For the full year 2012, we expect gross rental capital expenditures of between $1.3 billion and $1.4 billion.

~~Sales~~Contractor supplies sales. Contractor supplies sales represent our revenues associated with selling a variety of ~~new~~supplies, including construction consumables, tools, small equipment and safety supplies. For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, ~~sales~~contractor ofsupplies ~~new~~sales ~~equipment~~ represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. ~~Sales~~For ~~of new equipment for~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013, ~~didn't~~contractor ~~change~~supplies ~~significantly~~sales ~~from~~increased 11.1 percent as compared to the same ~~periods~~period in ~~2011~~2012, primarily reflecting the impact of the RSC acquisition.

~~Contractor~~Service ~~supplies~~and ~~sales~~other revenues. ~~Contractor~~Service ~~supplies~~and ~~sales~~other revenues primarily represent our revenues ~~associated~~earned ~~with~~from ~~selling~~providing arepair ~~variety~~and ofmaintenance ~~supplies,~~services (including ~~construction~~parts ~~consumables, tools, small equipment and safety supplies~~sales). For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, ~~contractor~~service ~~supplies~~and ~~sales~~other revenues represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. ~~Contractor~~Service ~~supplies~~and ~~sales~~other revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 didn't change significantly from the same ~~periods~~period in ~~2011~~2012.

Service and other revenues. Service and other revenues primarily represent our revenues earned from providing repair and maintenance services (including parts sales). For the nine months ended September 30, 2012, service and other revenues

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represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. Service and other revenues for the three and nine months ended September 30, 2012 didn't change significantly from the same periods in 2011.

Segment Equipment Rentals Gross Profit

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

	Generalrentals			Trench safety,power and HVAC			Total
Three Months Ended September 30, 2012
Three Months Ended March 31, 2013
Equipment Rentals Gross Profit	$	~~410~~295		$	4226		$	~~452~~321
Equipment Rentals Gross Margin	4234.25		%	5241.59		%	4335.0		%
Three Months Ended September 30, 2011
Three Months Ended March 31, 2012
Equipment Rentals Gross Profit	$	~~198~~144		$	3518		$	~~233~~162
Equipment Rentals Gross Margin	3630.73		%	5437.75		%	3831.60		%
Nine Months Ended September 30, 2012
Equipment Rentals Gross Profit	$	847		$	90		$	937
Equipment Rentals Gross Margin	38.0		%	46.9		%	38.7		%
Nine Months Ended September 30, 2011
Equipment Rentals Gross Profit	$	442		$	68		$	510
Equipment Rentals Gross Margin	31.1		%	47.6		%	32.7		%

General rentals. For the three months ended ~~September~~March 3031, ~~2012~~2013, equipment rentals gross profit increased by $~~212~~151 and equipment rentals gross margin increased by 54.52 percentage points from ~~2011~~2012, primarily reflecting increased rental rates ~~and cost improvements~~, ~~partially offset by~~ a 1.87 percentage point ~~decrease in time utilization. As compared to the equipment rentals revenue~~ increase of 79.8 percent, aggregate repairs and maintenance and delivery costs increased 50.6 percent due primarily to higher rental volume, compensation costs increased 57.2 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition and building and property costs increased 40.0 percent due primarily to the impact of the RSC acquisition. The revenue and cost increases all reflect the impact of the RSC acquisition in 2012. Equipment rental revenue increased more than costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the three months ended September 30, 2012 and 2011, time utilization ~~was 70.1 percent~~ and 71.9 percent, respectively. For the nine months ended September 30, 2012, equipment rentals gross profit increased by $405 and equipment rentals gross margin increased by 6.9 percentage points from 2011, primarily reflecting increased rental rates, a 0.3 percentage point increase in time utilization and cost improvements. As compared to the equipment rentals revenue increase of 5679.98 percent, (i) aggregate repairs and maintenance and delivery costs increased 3762.9 percent due primarily to higher rental volume, (ii) compensation costs increased 3864.04 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition, and (iii) building and property costs increased 2456.46 percent due primarily to the impact of the RSC acquisition ~~and insurance decreased 1~~.5 ~~percent due primarily to improvements in our claims experience as we continue to focus on customer, driver and employee safety.~~ The revenue and cost increases all reflect the impact of the RSC acquisition ~~since~~in ~~the~~ April ~~30,~~ 2012 ~~acquisition date~~. Equipment rental revenue increased more than costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, time utilization was 6764.68 percent and 6763.31 percent, respectively.

Trench safety, power and HVAC. For the three months ended September 30, 2012, equipment rentals gross profit increased by $7 and equipment rentals gross margin decreased by 2.2 percentage points from 2011. The increase in gross profit primarily reflects increased average OEC which contributed to higher revenue. Trench safety, power and HVAC average OEC for the three months ended September 30, 2012 increased 41 percent as compared to the same period in 2011. The decrease in gross margin primarily reflects increased depreciation due to increased OEC. As compared to the equipment rentals revenue increase of 25.0 percent, depreciation increased 50.0 percent. For the nine months ended September 30, 2012, equipment rentals gross profit increased by $22 and equipment rentals gross margin decreased by 0.7 percentage points from 2011. The increase in gross profit primarily reflects increased average OEC which contributed to higher revenue. Trench safety, power and HVAC average OEC for the nine months ended September 30, 2012 increased 54 percent as compared to the same period in 2011. The decrease in gross margin primarily reflects increased depreciation due to increased OEC, partially offset by compensation costs that increased at a lower rate than revenue, and a reduction in lower margin re-rent revenue. As compared 29

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Trench safety, power and HVAC. For the three months ended March 31, 2013, equipment rentals gross profit increased by $8 and equipment rentals gross margin increased by 4.4 percentage points from 2012, primarily reflecting increased rental rates and cost improvements. As compared to the equipment rentals revenue increase of 3429.32 percent, (i) depreciation increased 6225.50 percent due to increased OEC, (ii) aggregate repairs and ~~compensation~~maintenance and delivery costs increased 3121.67 percent due primarily to higher rental volume and (iii) compensation costs increased 18.7 percent due primarily to increased headcount associated with higher rental volume.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2012		2011		2012		2011
	2013		2012
Total gross margin	4135.40	%	3832.45	%	~~38.1~~	%	~~33.4~~	%
Equipment rentals	4335.0	%	3831.60	%	~~38.7~~	%	~~32.7~~	%
Sales of rental equipment	2832.75	%	3538.72	%	~~32.2~~	%	~~36.5~~	%
Sales of new equipment	2019.80	%	2016.87	%	~~20.3~~	%	~~20.0~~	%
Contractor supplies sales	2635.10	%	3433.83	%	~~29.7~~	%	~~31.8~~	%
Service and other revenues	65.0	%	6561.09	%	~~63.5~~	%	~~61.3~~	%

For the three months ended ~~September~~March 3031, ~~2012~~2013, total gross margin increased 32.05 percentage points as compared to the same period in ~~2011~~2012, primarily reflecting increased gross margins from equipment rentals partially offset by decreased gross margins from ~~contractor~~sales ~~supplies~~of ~~sales~~rental equipment. Equipment rentals gross margin increased 4.40 percentage points, primarily reflecting a 7.5.4 percent rental rate increase ~~and cost improvements~~, ~~partially offset by~~ a 1.69 percentage point ~~decrease~~increase in time utilization and cost improvements. As compared to the equipment rentals revenue increase of 7475.01 percent, (i) aggregate repairs and maintenance and delivery costs increased 4859.35 percent due primarily to higher rental volume, (ii) compensation costs increased 5460.96 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition and (iii) building and property costs increased 4054.7 percent primarily due to the impact of the RSC acquisition. The revenue and cost increases all reflect the impact of the RSC acquisition in April 2012. Our equipment rental revenue increased more than our costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, time utilization was 6964.82 percent and 7162.43 percent, respectively. The 64.2 percent time utilization for the three months ended March 31, 2013 is a first quarter record for the Company. Gross margin from ~~contractor~~sales ~~supplies~~of ~~sales~~rental equipment decreased 85.7 percentage points primarily due to fair value adjustments to ~~inventory~~equipment acquired in the RSC acquisition and subsequently sold.

~~For the nine months ended September 30~~Selling, ~~2012,~~general total gross margin increased 4.7 percentage points as compared to the same period in 2011, primarily reflecting increased gross margins from equipment rentals. Equipment rentals gross margin increased 6.0 percentage points, primarily reflecting a 7.3 percent rental rate increase, a 0.4 percentage point increase in time utilization and ~~cost~~administrative ~~improvements.~~expenses ~~As compared to the equipment rentals revenue increase of 54~~(“SG&A”).9 ~~percent,~~SG&A ~~aggregate~~expense ~~repairs~~information ~~and~~for maintenance and delivery costs increased 37.9 percent due primarily to higher rental volume, compensation costs increased 37.5 percent due primarily to increased headcount associated with higher rental volume and the ~~RSC~~three acquisition, and building and property costs increased 25.3 percent primarily due to the impact of the RSC acquisition and insurance increased 1.6 percent due primarily to improvements in our claims experience as we continue to focus on customer, driver and employee safety. The revenue and cost increases all reflect the impact of the RSC acquisition since the April 30, 2012 acquisition date. Our equipment rental revenue increased more than our costs because rates—which were a significant driver of the year-over-year revenue improvement—result in fewer variable costs compared to utilization. For the nine months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011,~~2012 ~~time utilization~~ was ~~67.0~~as ~~percent and 66.6 percent, respectively.~~ follows:

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



	Three Months Ended March 31,
	2013			2012
Total SG&A expenses	$	160		$	102
SG&A as a percentage of revenue	14.5		%	15.5		%

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Total SG&A expenses	$	164		$	103		$	412		$	298
SG&A as a percentage of revenue	13.5		%	14.4		%	14.4		%	16.0		%

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, 2013, SG&A expense of $160 increased $58 as compared to 2012. The increase in SG&A primarily reflects increased compensation costs associated with higher revenues, improved profitability and increased headcount following the RSC acquisition. Additionally, travel and entertainment, professional and office expenses have increased following the RSC acquisition. As a percentage of revenue, SG&A decreased 1.0 percentage points year over year.

~~SG&A~~RSC ~~expense~~merger ~~primarily~~related ~~includes~~costs. ~~sales~~As ~~force~~discussed ~~compensation~~above, ~~bad~~in ~~debt~~the ~~expense,~~second ~~information~~quarter ~~technology~~of ~~costs~~2012, ~~advertising~~we ~~and~~completed ~~marketing~~the ~~expenses,~~acquisition ~~third-party~~of ~~professional fees, management salaries and clerical and administrative overhead~~RSC. ~~For~~The ~~the~~ three months ended ~~September~~March 3031, 2013 and 2012, ~~SG&A~~include ~~expense~~acquisition-related costs of $~~164~~6 ~~increased~~and $6110, asrespectively, ~~compared to 2011. The increase in SG&A~~ primarily ~~reflects~~ ~~increased~~related ~~compensation~~to ~~costs~~financial ~~associated with higher revenues, improved profitability~~ and ~~increased~~legal ~~headcount~~advisory ~~following the RSC acquisition~~fees, and ~~increased~~branding ~~bad debt expense due to an increase in accounts receivable, which~~ costs.

41Restructuring charge. For the three months ended March 31, 2013, the restructuring charges of $6 primarily reflect severance costs and branch closure charges associated with the RSC acquisition. The branch closure charges primarily reflect

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~~increased~~continuing ~~77.5~~lease ~~percent,~~obligations ~~including~~at ~~the~~vacant ~~acquired RSC accounts receivable, since September 30, 2011, and a deterioration in our accounts receivable aging~~facilities. ~~Additionally,~~We ~~travel~~expect ~~and~~to ~~entertainment~~incur ~~and~~approximately ~~office~~$5 ~~expenses have increased following the RSC acquisition. As a percentage~~ of ~~revenue,~~additional ~~SG&A~~charges ~~decreased~~in ~~0.9 percentage points~~connection ~~year~~with ~~over year. For~~ the ~~nine months ended September 30~~restructuring, ~~2012,~~which ~~SG&A~~is ~~expense~~expected ~~of $412 increased $114 as compared~~ to ~~2011.~~be ~~The~~substantially ~~increase~~complete inby ~~SG&A primarily~~June ~~reflects increased compensation costs associated with increased revenues~~30, ~~improved profitability and increased headcount following the RSC acquisition~~2013. ~~Additionally, travel and entertainment and office expenses have increased following the RSC acquisition. As a percentage of revenue, SG&A decreased 1.6 percentage points year over year.~~

~~RSC~~Non-rental ~~merger~~depreciation ~~related~~and ~~costs.~~amortization Asfor ~~discussed above, in~~ the ~~second quarter of 2012, we completed the acquisition of RSC. The~~ three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 ~~include acquisition-related costs of $8~~ and ~~$98, respectively, primarily related to financial and legal advisory fees. The fees for the nine months ended September 30,~~ 2012 ~~include~~was ~~$31~~as ~~of interim bridge financing costs.~~ follows:

Restructuring charge. For the three and nine months ended September 30, 2012, the restructuring charges of $40 and $93, respectively, primarily reflect severance costs and branch closure charges associated with the RSC merger. The branch closure charges primarily reflect continuing lease obligations at vacant facilities. For the three and nine months ended September 30, 2011, the restructuring charges of $2 and $5, respectively, primarily reflected branch closure charges due to continuing lease obligations at vacant facilities. We expect to incur an additional $10 to $30 of charges in connection with the restructuring, which is expected to be substantially complete by March 31, 2013.



	Three Months Ended March 31,
	2013		2012
Non-rental depreciation and amortization	$	64	$	14

Non-rental depreciation and amortization for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 ~~and~~increased ~~2011~~$50, ~~was~~or 357 percent, as ~~follows:~~compared to 2012, primarily due to the April 2012 acquisition of RSC discussed above.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Non-rental depreciation and amortization	$	71	$	13	$	134	$	39

Interest expense, net for the three months ended March 31, 2013 and 2012 was as follows:

Non-rental depreciation and amortization for the three and nine months ended September 30, 2012 increased $58, or 446 percent, and $95, or 244 percent, respectively, as compared to 2011. Non-rental depreciation and amortization for the three and nine months ended September 30, 2012 increased primarily due to the 2012 acquisition of RSC discussed in note 2 to our condensed consolidated financial statements.



	Three Months Ended March 31,
	2013		2012
Interest expense, net	$	118	$	68

Interest expense, net for the three ~~and~~months ~~nine~~ended March 31, 2013 increased $50, or 74 percent, as compared to 2012. In March 2012, we issued $2,825 of debt ("the merger financing notes") in connection with the RSC acquisition. Upon completion of the RSC acquisition, we also assumed RSC's debt that remained after repayment of certain of RSC's senior debt. Interest expense, net for the three months ended ~~September~~March 3031, 2012 includes $13 of interest recorded on the merger financing notes prior to the closing of the acquisition. Interest expense, net for the three months ended March 31, 2013 increased primarily due to increased average outstanding debt, including the debt issued and ~~2011~~assumed ~~was~~in connection with the RSC acquisition, as ~~follows:~~compared to 2012.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Interest expense, net	$	127	$	57	$	316	$	170

Income taxes. The following table summarizes our provision for income taxes and the related effective tax rates for the three months ended March 31, 2013 and 2012:

Interest expense, net for the three and nine months ended September 30, 2012 increased $70, or 123 percent, and $146, or 86 percent, respectively, as compared to 2011. As discussed in note 8 to our condensed consolidated financial statements, in March 2012, we issued $2,825 of debt ("the merger financing notes") in connection with the RSC acquisition. Upon completion of the RSC acquisition, we also assumed RSC's debt that remained after repayment of certain of RSC's senior debt. Interest expense, net for the nine months ended September 30, 2012 includes $29 of interest recorded on the merger financing notes prior to the closing of the merger. Interest expense, net for the three and nine months ended September 30, 2012 increased primarily due to increased average outstanding debt, including the debt issued and assumed in connection with the RSC acquisition, as compared to 2011.



	Three Months Ended March 31,
	2013			2012
Income before provision for income taxes	$	30		$	19
Provision for income taxes	9			6
Effective tax rate	30.0		%	31.6		%

~~Other~~The ~~expense~~differences (between the 2013 and 2012 effective tax rates and the U.S. federal statutory income), ~~net~~tax ~~for~~rate of 35 percent primarily relate to the ~~three~~geographical ~~and~~mix ~~nine~~of ~~months~~income ~~ended~~between ~~September 30~~foreign and domestic operations, ~~2012~~as well as the impact of state and ~~2011~~local ~~was~~taxes, asand ~~follows:~~certain nondeductible charges.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012			2011
Other expense (income), net	$	—	$	2	$	(13	)	$	(2	)

Balance sheet. Inventory increased by $35, or 51.5 percent, from December 31, 2012 to March 31, 2013 primarily due to increased equipment inventory due to significant capital expenditures in the quarter. We expect to transfer most of the increased inventory to our rental fleet during the remainder of 2013. Prepaid expenses and other assets decreased by $30, or 27.0 percent, from December 31, 2012 to March 31, 2013 primarily due to the collection of receivables due from certain vendors for advertising expenses related to capital expenditures. Accounts payable increased by $120, or 42.0 percent, from December 31, 2012 to March 31, 2013 primarily due to increased capital expenditures. Subordinated convertible debentures decreased by $38, or 69.1 percent, from December 31, 2012 to March 31, 2013 due to the retirement of $38 principal amount of subordinated convertible debentures discussed in note 6 to our condensed consolidated financial statements.

The increase in other income, net for the nine months ended September 30, 2012 primarily reflects a $10 gain recognized

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upon the sale of a former subsidiary that developed and marketed software.

Income taxes. The following table summarizes our continuing operations provision for income taxes and the related effective tax rates for the three and nine months ended September 30, 2012 and 2011:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Income from continuing operations before provision for income taxes	$	94		$	96		$	49		$	108
Provision for income taxes	21			31			15			35
Effective tax rate	22.3		%	32.3		%	30.6		%	32.4		%

The differences between the 2012 and 2011 effective tax rates and the U.S. federal statutory income tax rate of 35 percent primarily relate to the geographical mix of income between foreign and domestic operations, as well as the impact of state and local taxes, and certain nondeductible charges. Additionally, the three and nine months ended September 30, 2012 include a $4 benefit related to the settlement of a Canadian tax matter, and the nine months ended September 30, 2012 includes a deferred tax charge of $7 related to the RSC acquisition.

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

Liquidity and Capital Resources

Liquidity and Capital Markets Activity. We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the terms and other requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate.

As discussed in note 86 to our condensed consolidated financial statements, in ~~March~~February ~~2012~~2013, ~~in connection with the RSC acquisition,~~ we ~~issued~~amended ~~$750~~our ~~aggregate~~accounts ~~principal~~receivable ~~amount~~securitization offacility ~~5 3/4 percent Senior Secured Notes due 2018, $750 aggregate principal amount of 7 3/8 percent Senior Notes due 2020~~ and ~~$1,325 aggregate principal amount of 7 5/8 percent Senior Notes due 2022. In March 2012,~~ the size of the ~~ABL~~ facility was increased to $1550.9 ~~billion.~~ Additionally, as discussed in note 86 to our ~~condensed consolidated financial statements, upon completion of the RSC acquisition in April 2012, we assumed RSC's debt that remained after repayment of certain of RSC's senior debt.~~

As previously announced, in connection with the RSC acquisition, our Board authorized a stock buyback of up to $200 of Holdings' common stock. As of October 12, 2012, we have repurchased $112 of Holdings' common stock and our intent is to complete the stock buyback within 18 months after the April 30, 2012 closing of the RSC acquisition.31

As discussed in note 8 to the condensed consolidated financial statements, in September 2012, we amended our accounts receivable securitization facility. The amended facility became effective on September 24, 2012 and expires on September 23, 2013. The amended facility may be extended on a 364-day basis by mutual agreement of the Company and the purchasers under the facility, and includes an increase in the facility size from $300 to $475.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under our ABL facility and accounts receivable securitization facility. As of September 30, 2012, we had (i) $683 of borrowing capacity, net of $80 of letters of credit, available under the ABL facility, (ii) $0 of borrowing capacity available under the accounts receivable securitization facility and (iii) cash and cash equivalents of $68. Cash equivalents at September 30, 2012 consist of direct obligations of financial institutions rated A or better. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

As of September 30, 2012, $1,137 and $475 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 September 30, 2012 were 2.3 percent and 0.8 percent, respectively. During the nine months ended September 30, 2012, the monthly average amounts outstanding under the ABL facility and the accounts receivable securitization facility, including the former facility and the amended facility, were $1,105 and $265, respectively, and the weighted-average interest rates thereon were 2.3 percent and 0.9 percent, respectively. The maximum month-end amounts outstanding under the ABL facility and the accounts receivable securitization facility, including the former facility and the amended facility, during the nine months ended September 30, 2012 were $1,287 and $475, respectively. During the nine months ended September 30, 2012, the maximum amount outstanding under the accounts receivable securitization facility exceeded the average amount outstanding

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~~primarily~~condensed ~~due~~consolidated tofinancial ~~additional~~statements, ~~borrowings~~during ~~following~~ the ~~increase~~three inmonths ~~the~~ended ~~facility~~March 31, ~~size discussed above. The accounts receivable securitization facility interest rate was lower than the ABL facility interest rate~~2013, ~~and~~ we ~~utilized~~retired ~~the~~$38 ~~additional~~principal ~~borrowing~~amount ~~capacity~~of ~~available under the amended accounts receivable securitization facility to lower~~ our ~~borrowing~~subordinated ~~costs.~~convertible debentures.

As previously announced, in connection with the RSC acquisition, our Board authorized a stock buyback of up to $200 of Holdings' common stock. As of April 12, 2013, we have repurchased $133 of Holdings' common stock and our intent is to complete the stock buyback within 18 months after the April 30, 2012 closing of the RSC acquisition.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under our ABL facility and accounts receivable securitization facility. As of March 31, 2013, we had (i) $748 of borrowing capacity, net of $61 of letters of credit, available under the ABL facility, (ii) $60 of borrowing capacity available under the accounts receivable securitization facility and (iii) cash and cash equivalents of $147. Cash equivalents at March 31, 2013 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, 2013, $1,091 and $390 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, 2013 were 2.3 percent and 0.8 percent, respectively. During the three months ended March 31, 2013, the monthly average amounts outstanding under the ABL facility and the accounts receivable securitization facility, including the former facility and the amended facility, were $1,014 and $412, respectively, and the weighted-average interest rates thereon were 2.3 percent and 0.8 percent, respectively. The maximum month-end amounts outstanding under the ABL facility and the accounts receivable securitization facility, including the former facility and the amended facility, during the three months ended March 31, 2013 were $1,091 and $435, respectively.

We expect that our principal needs for cash relating to our operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, and (v) acquisitions. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit.

To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of ~~October~~April 12, ~~2012~~2013 were as follows:

	Corporate Rating	Outlook
Moody’s	B2	Stable
Standard & Poor’s	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. ~~Our gross and net rental capital expenditures have increased significantly in 2012 relative to 2011.~~ Net rental capital expenditures (defined as purchases of rental equipment less the proceeds from sales of rental equipment) were $~~851~~166 and $~~516~~314 during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively. For the full year ~~2012~~2013, we expect net rental capital expenditures of ~~between~~approximately $~~925~~1.05 ~~and $975~~billion, after gross purchases of ~~between~~approximately $1.35 billion ~~and $1~~.4 ~~billion.~~ We expect that we will fund such expenditures from cash generated from operations, proceeds from the sale of rental and non-rental equipment and, if required, borrowings available under the ABL facility and accounts receivable securitization facility.

Loan Covenants and Compliance. As of ~~September~~March 3031, ~~2012~~2013, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

In October 2011, we amended the ABL facility. ~~In March 2012, the size of the ABL facility was increased to $1.9 billion.~~ The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility. Since the October 2011 amendment of the ABL facility and through ~~September~~March 3031, ~~2012~~2013, availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. Subject to certain limited exceptions specified in the amended ABL facility, the fixed charge coverage ratio and the senior secured leverage ratio under the amended ABL facility will only apply in the future if availability under the amended ABL facility falls below the greater of 10 percent of the maximum revolver amount under the amended ABL facility and $150. Under our accounts receivable securitization facility, we are required, ~~among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.~~

As of September 30, 2012, primarily due to losses sustained in prior years, URNA had limited restricted payment capacity under the most restrictive restricted payment covenants in the indentures governing its outstanding indebtedness. Although this limited capacity restricts our ability to move operating cash flows to Holdings, we do not expect any material adverse impact on Holdings’ ability to meet its cash obligations due to certain intercompany arrangements.32

Sources and Uses of Cash. During the nine months ended September 30, 2012, we (i) generated cash from operating activities of $495, (ii) generated cash from the sale of rental and non-rental equipment of $284 and (iii) received cash from debt proceeds, net of payments, of $1,784, including $2,825 of proceeds from debt issuances associated with the RSC acquisition, a portion of which was used to repay certain of RSC's senior debt. We used cash during this period principally to (i) purchase rental and non-rental equipment of $1,185, (ii) purchase other companies for $1,175, (iii) purchase shares of our common stock for $128 and (iv) pay financing costs of $67. During the nine months ended September 30, 2011, we (i) generated cash from operating activities of $453, (ii) generated cash from the sale of rental and non-rental equipment of $126 and (iii) received cash from debt proceeds, net of payments, of $79. We used cash during this period principally to (i) purchase rental and non-rental equipment of $655 and (ii) purchase other companies for $198.

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~~Free~~among ~~Cash~~other ~~Flow~~things, ~~GAAP~~to ~~Reconciliation.~~maintain Wecertain ~~define~~financial ~~“free~~tests ~~cash~~relating ~~(usage)~~to: ~~flow” as~~ (i) ~~net~~ ~~cash~~the ~~provided~~default byratio, ~~operating activities less~~ (ii) ~~purchases~~ ofthe ~~rental~~delinquency ~~and~~ratio, ~~non-rental equipment plus~~ (iii) ~~proceeds~~ ~~from~~the ~~sales~~dilution ofratio ~~rental~~ and non-rental equipment and excess tax benefits from share-based payment arrangements, net. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash (~~usage~~iv) ~~flow~~days issales ~~not a measure of financial performance or liquidity under GAAP~~outstanding. Accordingly, free cash (usage) flow should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash (usage) flow.

	Nine Months Ended
	September 30,
	2012			2011
Net cash provided by operating activities	$	495		$	453
Purchases of rental equipment	(1,109		)	(631		)
Purchases of non-rental equipment	(76		)	(24		)
Proceeds from sales of rental equipment	258			115
Proceeds from sales of non-rental equipment	26			11
Excess tax benefits from share-based payment arrangements, net	(4		)	—
Free cash usage	$	(410	)	$	(76	)

As of March 31, 2013, URNA had limited restricted payment capacity under the most restrictive restricted payment covenants in the indentures governing its outstanding indebtedness. Although this limited capacity restricts our ability to move operating cash flows to Holdings, we do not expect any material adverse impact on Holdings’ ability to meet its cash obligations due to certain intercompany arrangements.

~~Free~~Sources ~~cash~~and ~~usage~~Uses ~~for~~of Cash. During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, ~~was~~we ~~$410,~~(i) generated ancash ~~increase~~from operating activities of $~~334~~409 asand ~~compared~~(ii) generated tocash ~~$76~~from ~~for~~ the ~~nine~~sale ~~months~~of ~~ended~~rental ~~September 30,~~and ~~2011~~non-rental equipment of $128. ~~Free~~We used cash ~~usage~~during ~~increased~~this ~~primarily~~period ~~due~~principally to (i) ~~increased~~purchase ~~purchases~~rental ofand non-rental equipment of $303, ~~partially~~(ii) make ~~offset~~debt bypayments, ~~increased~~net of proceeds, ~~from~~of ~~sales~~$164 ofand ~~rental~~(iii) ~~equipment.~~purchase ~~Free~~shares ~~cash~~of ~~usage~~our common stock for $30. During the ~~nine~~three months ended ~~September~~March 3031, 2012, ~~includes~~we (i) generated cash from operating activities of $254, (ii) generated cash from the ~~impact~~sale of rental and non-rental equipment of $83 and (iii) received cash from debt proceeds, net of payments and $2,825 of proceeds from new debt issuances associated with the RSC ~~merger~~acquisition, ~~costs~~of ~~discussed~~$141. ~~above~~We used cash during this period principally to (i) purchase rental and non-rental equipment of $426 and (ii) purchase other companies for $57.

~~Certain~~Free ~~Information~~Cash ~~Concerning~~Flow ~~Contractual~~GAAP ~~Obligations~~Reconciliation. ~~The~~We ~~table~~define ~~below~~“free cash flow (usage)” 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. Management believes that free cash flow provides ~~certain~~useful additional information concerning ~~the~~cash ~~payments~~flow ~~coming~~available ~~due~~to ~~under~~meet ~~certain~~future ~~categories~~debt service obligations and working capital requirements. However, free cash flow (usage) is not a measure of ~~our~~financial ~~existing~~performance ~~contractual~~or ~~obligations~~liquidity under GAAP. Accordingly, free cash flow (usage) should not be considered an alternative to net income or cash flow from operating activities as an indicator of ~~September 30,~~operating ~~2012:~~performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow (usage).

	2012			2013			2014		2015		2016		Thereafter		Total
	Three Months Ended
Debt and capital leases (1)	$	10		$	517		$	34	$	192	$	1,651	$	4,950	$	7,354
	March 31,
Interest due on debt (2)	128			481			476		473		431		1,439		3,428
	2013				2012
Operating leases (1):
Net cash provided by operating activities	$	409			$	254
Real estate	30			106			87		73		58		117		471
Purchases of rental equipment	(289		)		(390		)
Non-rental equipment	10			27			20		18		14		26		115
Purchases of non-rental equipment	(14		)		(36		)
Service agreements (3)	5			8			7		6		—		—		26
Proceeds from sales of rental equipment	123				76
Purchase obligations (4)	148			10			—		—		—		—		158
Proceeds from sales of non-rental equipment	5				7
Subordinated convertible debentures (5)	1			4			4		4		4		95		112
Free cash flow (usage)	$	234			$	(89	)
Total (6)	$	332		$	1,153		$	628	$	766	$	2,158	$	6,627	$	11,664

~~_________________~~Free cash flow for the three months ended March 31, 2013 was $234, an increase of $323 as compared to free cash usage of $89 for the three months ended March 31, 2012. Free cash flow increased primarily due to increased net cash provided by operating activities, decreased purchases of rental and non-rental equipment and increased proceeds from sales of rental equipment. Free cash flow for the three months ended March 31, 2013 and 2012 includes the impact of the RSC merger costs discussed above.

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

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

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

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

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

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(6) This information excludes $5 of unrecognized tax benefits. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities.

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

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Item 3.	Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk. As of ~~September~~March 3031, ~~2012~~2013, we had an aggregate of $1,~~612~~481 of indebtedness that bears interest at variable rates, comprised of $1,~~137~~091 of borrowings under the ABL facility and $~~475~~390 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 ~~September~~March 3031, ~~2012~~2013 were 2.3 percent for the ABL facility and 0.8 percent for the accounts receivable securitization facility. As of ~~September~~March 3031, ~~2012~~2013, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $69 for each one percentage point increase in the interest rates applicable to our variable rate debt.

At ~~September~~March 3031, ~~2012~~2013, we had an aggregate of $5.87 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 ~~September~~March 3031, ~~2012~~2013 would increase the fair value of our fixed rate indebtedness by approximately six percent. For additional information concerning the fair value of our fixed rate debt, see note 75 (see “Fair Value of Financial Instruments”) to our condensed consolidated financial statements.

Currency Exchange Risk. The functional currency for our Canadian operations is the Canadian dollar. As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian operations during ~~2011~~2012 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 $610. We do not engage in purchasing forward exchange contracts for speculative purposes.

Equity Price Risk. In connection with the November 2009 4 percent Convertible Notes offering, Holdings entered into convertible note hedge transactions with option counterparties. The convertible note hedge transactions cost $26, and decreased additional paid-in capital by $17, net of taxes, in our accompanying condensed consolidated statements of stockholders’ equity ~~(deficit)~~. The convertible note hedge transactions cover, subject to anti-dilution adjustments, 15.1 million shares of our common stock. The convertible note hedge transactions are intended to reduce, subject to a limit, the potential dilution with respect to our common stock upon conversion of the 4 percent Convertible Notes. The effect of the convertible note hedge transactions is to increase the effective conversion price to $15.56 per share, equal to an approximately 75 percent premium over the $8.89 closing price of our common stock at issuance. The effective conversion price is subject to change in certain circumstances, such as if the 4 percent Convertible Notes are converted prior to May 15, 2015. In the event the market value of our common stock exceeds the effective conversion price per share, the settlement amount received from such transactions will only partially offset the potential dilution. For example, if, at the time of exercise of the conversion right, the price of our common stock was $3550.00 or $4055.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 810.4 million or 910.28 million shares, respectively. Based on the price of our common stock during the ~~third~~first quarter of 2012, holders of the 4 percent Convertible Notes have the right to redeem the notes during the ~~fourth~~second quarter of 2012 at a conversion price of $11.11 per share of common stock. ~~Between~~Since ~~October~~April 1, ~~2012~~2013 (the beginning of the ~~fourth~~second quarter) ~~and October 12~~, ~~2012,~~ none of the 4 percent Convertible Senior Notes were redeemed.

If the total $168 outstanding principal amount of the 4 percent Convertible Notes was converted, the total cost to settle the notes would be $~~494~~830, assuming a conversion price of $3254.7197 (the closing price of our common stock on ~~September~~March 3031, ~~2012~~2013) per share of common stock. The $168 principal amount would be settled in cash, and the remaining $~~326~~662 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the ~~September~~March 3031, ~~2012~~2013 closing stock price, approximately 1012 million shares of stock, excluding any stock we would receive from the ~~hedge~~option counterparties as discussed below, would be issued if we settled the entire $~~326~~662 of conversion value in excess of the principal amount in stock. The total cost to settle would change approximately $15 for each $1 (actual dollars) change in our stock price. If the full principal amount was converted at our ~~September~~March 3031, ~~2012~~2013 closing stock price, we estimate that we would receive approximately $4559 in either cash or stock from the ~~hedge~~option counterparties, after which the effective conversion price would be approximately $1415.1105. ~~Additionally, $5 principal amount of our 1~~ 7/8 percent Convertible Notes was outstanding at September 30, 2012. If the total $5 outstanding principal amount of the 1 7/8 percent Convertible Notes was converted, the total cost to settle the notes would be $7, assuming a conversion price of $32.71 (the closing price of our common stock on September 30, 2012) per share of common stock. The total cost to settle would change by less than $1 for each $1 (actual dollars) change in our stock price. Based on the price of our common stock, holders of the 1 7/8 percent Convertible Senior Subordinated Notes had the right to convert the notes during the second and third quarters of 2012 at a conversion price of $21.83 per share of common stock, and $17 of the 1 7/8 percent Convertible Senior Subordinated Notes were converted during the nine months ended September 30, 2012. Upon conversion of the notes, we issued approximately 0.8 million shares of our

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common stock to the applicable holders of the 1 7/8 percent Convertible Senior Subordinated Notes. Based on the price of our common stock during the third quarter of 2012, holders of the 1 7/8 percent Convertible Senior Subordinated Notes may convert the notes during the fourth quarter of 2012 at a conversion price of $21.83 per share of common stock. Between October 1, 2012 (the beginning of the fourth quarter) and October 12, 2012, none of the 1 7/8 percent Convertible Senior Subordinated Notes were converted.

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Item 4.	Controls and Procedures

Disclosure Controls and Procedures

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

The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of ~~September~~March 3031, ~~2012~~2013. 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 ~~September~~March 3031, ~~2012~~2013.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2012~~2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

The information set forth under note 97 to our unaudited condensed consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments and should be read in conjunction with note 15 to our consolidated financial statements for the year ended December 31, ~~2011~~2012 filed on Form 10-K on January 2523, ~~2012~~2013.


Item 1A.	Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our ~~2011~~2012 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 ~~third~~first quarter of ~~2012~~2013:

Period	Total Number ofShares Purchased		Average PricePaid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
July 1, 2012 to July 31, 2012	465,887	(1)	$	27.45	457,100	$	87,504,755
January 1, 2013 to January 31, 2013	72,513	(1)	$	49.31	—	—
August 1, 2012 to August 31, 2012	10,427	(1)	$	29.54	—	—
February 1, 2013 to February 28, 2013	153,158	(1)	$	52.50	128,400	—
September 1, 2012 to September 30, 2012	12,381	(1)	$	33.06	—	—
March 1, 2013 to March 31, 2013	353,566	(1)	$	52.92	218,200	—
Total	~~488~~579,~~695~~237		$	2752.6435	~~457~~346,~~100~~600	$	8767,~~504~~142,~~755~~454

(1) In ~~July~~January ~~2012~~2013, ~~August~~February ~~2012~~2013 and ~~September~~March ~~2012~~2013, 872,~~787~~513, 1024,~~427~~758 and 12135,~~381~~366 shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program.


(2)	In December 2011, in connection with the RSC acquisition, our Board announced its intention to authorize a stock buyback of up to $200 million of Holdings' common stock, which we intend to complete within 18 months after the April 30, 2012 closing of the RSC acquisition. Our Board announced its authorization of the stock buyback in April 2012.

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Item 6.	Exhibits

3(a)	Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)
3(b)	By-laws of United Rentals, Inc., amended as of December 20, 2010 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on December 23, 2010)
3(c)	Restated Certificate of Incorporation of United Rentals (North America), Inc., dated February 17, 2012 (incorporated by reference to Exhibit 3(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2012)
3(d)	By-laws of United Rentals (North America), Inc. dated February 17, 2012 (incorporated by reference to Exhibit 3(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2012)
10(a)	~~Security~~Assignment and Acceptance Agreement and Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement, dated as of ~~July~~February 231, ~~2012~~2013, ~~by and~~ among United Rentals, ~~Inc.~~Receivables LLC II, United Rentals ~~(North America)~~, Inc., ~~certain~~Liberty ~~subsidiaries~~Street ofFunding ~~United~~LLC, ~~Rentals~~Market Street Funding LLC, ~~Inc.~~Gotham ~~and~~Funding ~~United~~Corporation, ~~Rentals~~The ~~(North~~Bank ~~America)~~of Nova Scotia, ~~Inc.~~PNC ~~and~~Bank, ~~Wells~~National ~~Fargo~~Association, The Bank of Tokyo-Mitsubishi UFJ, NLtd.A., asNew ~~Note~~York ~~Trustee~~Branch and ~~Collateral~~Bank ~~Agent~~of America, N.A. (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on ~~July~~February 234, ~~2012~~2013)
10(b)	Intellectual Property Security Agreement, dated as of July 23, 2012, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Wells Fargo Bank, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on July 23, 2012)
10(b)*	Second Amendment, effective as of April 3, 2013, to the Employment Agreement between United Rentals, Inc. and Dale Asplund
10(c)	Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012, by and among United Rentals Receivables LLC II, United Rentals, Inc. and United Rentals (North America), Inc. (without annexes) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)
10(d)	Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, by and among The Bank of Nova Scotia, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, United Rentals Receivables LLC II and United Rentals, Inc. (without annexes) (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)
10(e)	Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)
12*	Computation of Ratio of Earnings to Fixed Charges
31(a)*	Rule 13a-14(a) Certification by Chief Executive Officer
31(b)*	Rule 13a-14(a) Certification by Chief Financial Officer
32(a)**	Section 1350 Certification by Chief Executive Officer
32(b)**	Section 1350 Certification by Chief Financial Officer
101***	The following materials from the Quarterly Report on Form 10-Q for the Company and URNA, for the quarter ended ~~September~~March 3031, ~~2012~~2013, filed on ~~October~~April 16, ~~2012~~2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.


*	Filed herewith.


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


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

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SIGNATURES

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

		UNITED RENTALS, INC.
Dated:	~~October~~April 15, ~~2012~~2013	By:	/S/ JOHN J. FAHEY
			John J. FaheyVice President, Controller
			and Principal Accounting Officer
		UNITED RENTALS (NORTH AMERICA), INC.
Dated:	~~October~~April 15, ~~2012~~2013	By:	/S/ JOHN J. FAHEY
			John J. FaheyVice President, Controller
			and Principal Accounting Officer

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