10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________________________________________________

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

Commission File Number 1-14387

United Rentals, Inc.

Commission File Number 1-13663

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value, of United Rentals, Inc.	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:    None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  þ   No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o     No þ

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.  Yes  þ No o

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  þ  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company o

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

As of June 30, 2012 there were 92,675,165 shares of United Rentals, Inc. common stock outstanding. The aggregate market value of common stock held by non-affiliates (defined as other than directors, executive officers and 10 percent beneficial owners) at June 30, 2012 was approximately $2.92 billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of $34.04.

As of January 21, 2013, there were 93,013,431 shares of United Rentals, Inc. common stock 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 Form 10-K 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 (I)(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format permitted by such instruction.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the 2013 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission on or before April 30, 2013, are incorporated by reference into Part III of this annual report.

FORM 10-K REPORT INDEX

10-K Part and Item No.		Page No.
PART I
Item 1	Business	1
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	16
Item 2	Properties	16
Item 3	Legal Proceedings	18
Item 4	(Removed and Reserved)	18
PART II
Item 5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6	Selected Financial Data	19
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8	Financial Statements and Supplementary Data	41
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	86
Item 9A	Controls and Procedures	86
Item 9B	Other Information	89
PART III
Item 10	Directors, Executive Officers and Corporate Governance	90
Item 11	Executive Compensation	90
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
Item 13	Certain Relationships and Related Transactions, and Director Independence	90
Item 14	Principal Accountant Fees and Services	90
PART IV
Item 15	Exhibits and Financial Statement Schedules	91

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K 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 infrastructure 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 and decreases in the residual value of our equipment;

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

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

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

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

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

• competition from existing and new competitors;

• disruptions in our information technology systems;

• the costs of complying with environmental and safety regulations;

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

• shortfalls in our insurance coverage; and

• other factors discussed under Item 1A-Risk Factors, and elsewhere in this annual report.

We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.

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PART I

United Rentals, Inc., incorporated in Delaware in 1997, is principally a holding company. We primarily conduct our operations through our wholly owned subsidiary, United Rentals (North America), Inc., and its subsidiaries. As used in this report, the term “Holdings” refers to United Rentals, Inc., the term “URNA” refers to United Rentals (North America), Inc., and the terms the “Company,” “United Rentals,” “we,” “us,” and “our” refer to United Rentals, Inc. and its subsidiaries, in each case unless otherwise indicated.

Unless otherwise indicated, the information under Items 1, 1A and 2 is as of January 1, 2013.

Item 1.Business

General

United Rentals is the largest equipment rental company in the world. Our customer service network consists of 836 rental locations in the United States and Canada as well as centralized call centers and online capabilities. We offer approximately 3,300 classes of equipment for rent to customers that include construction and industrial companies, manufacturers, utilities, municipalities, homeowners, and government entities. In 2012, we generated total revenues of $4.1 billion, including $3.5 billion of equipment rental revenue.

As of December 31, 2012, our fleet of rental equipment included approximately 400,000 units. The total original equipment cost of our fleet (“OEC”), based on the initial consideration paid, was $7.2 billion at December 31, 2012, compared with $4.0 billion at December 31, 2011. Our fleet at December 31, 2012 includes fleet acquired in the acquisition of RSC Holdings Inc. (“RSC”) discussed below. The fleet includes:

• General construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, which accounted for approximately 45 percent, 41 percent and 41 percent of 2012, 2011 and 2010 equipment rental revenue, respectively;

• Aerial work platforms, such as boom lifts and scissor lifts, which accounted for approximately 36 percent, 39 percent and 40 percent of 2012, 2011 and 2010 equipment rental revenue, respectively;

• General tools and light equipment, such as pressure washers, water pumps and power tools, which accounted for approximately 9 percent, 8 percent and 9 percent of 2012, 2011 and 2010 equipment rental revenue, respectively;

• Power and HVAC (“heating, ventilating and air conditioning”) equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, which accounted for approximately 6 percent, 6 percent and 5 percent of 2012, 2011 and 2010 equipment rental revenue, respectively; and

• Trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, which accounted for approximately 4 percent, 6 percent and 5 percent of 2012, 2011 and 2010 equipment rental revenue, respectively.

In addition to renting equipment, we sell new and used equipment as well as related parts and service, and contractor supplies.

Acquisition of RSC

On April 30, 2012, we acquired 100 percent of the outstanding common shares and voting interest (“the acquisition”) of RSC. The results of RSC's operations have been included in our 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. The acquisition has 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 additional information concerning the RSC acquisition, see note 3 to our consolidated financial statements.

Strategy

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. This strategy calls for a consistently superior standard of service to customers, often provided through a single point of contact; an increasing

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proportion of revenues derived from larger accounts; a targeted presence in industrial and specialty markets; and the profitable deployment of our rental assets for optimal return on investment.

In 2012, we adopted the American Rental Association criteria for rental rates, time utilization and OEC; comparisons to prior years are based on a recast of these metrics on the same basis.

Although uncertainty in the economic environment continued to present challenges for both our Company and the North American equipment rental industry in 2012, we succeeded in realizing a number of achievements related to our strategy. For the full year 2012, compared with 2011, these achievements included:

• A 6.9 percent increase in rental rates on a pro forma basis (that is, assuming United Rentals and RSC were combined for full year 2012 and 2011);

• A 63.2 percent increase in the volume of OEC on rent, which significantly benefited from the impact of the RSC acquisition;

• Achieved strong time utilization on a significantly larger fleet. Time utilization was 67.5 percent and 67.2 percent for the years ended December 31, 2012 and 2011, respectively;

• A significant increase in the proportion of equipment rental revenues derived from National Account customers, from 35 percent in 2011 to 42 percent in 2012. 2012 is only available on a pro forma basis. National Accounts are generally defined as customers with potential annual equipment rental spend of at least $500,000 or customers doing business in multiple locations;

• Continued improvement in customer service management, including a significant increase in the proportion of equipment rental revenues derived from accounts that are managed by a single point of contact ("key accounts"), from 55 percent in 2011 to 60 percent in 2012. 2012 is only available on a pro forma basis. Establishing a single point of contact for our key accounts helps us to provide customer service management that is more consistent and satisfactory;

• The continued optimization of our network of rental locations, including an increase in 2012 of 15, or 16 percent, in the number of rental locations in our trench safety, power and HVAC segment; and

• A 1.3 percentage point improvement in selling, general and administrative expenses as a percentage of revenue.

In 2013, we will continue to focus on optimizing our core business through diligent management of the rental process, enhanced customer service capabilities and sustained cost efficiencies. In particular, we will focus on:

• Enhancing our value proposition by improving customer service levels;

• Further increasing the proportion of our revenues derived from National Accounts and other large customers. To the extent that we are successful, we believe that we can improve our equipment rental gross margin and overall profitability over time, as large accounts tend to rent more equipment for longer periods and can be serviced more cost effectively than short-term transactional customers;

• Accelerating our pursuit of opportunities in the industrial marketplace, where we believe that our depth of resources, industrial expertise and branch footprint give us a competitive advantage. Additionally, industrial equipment demand is subject to different cyclical pressures than construction demand, making our aggregate end markets less volatile;

• Further capitalizing on the demand for the higher-margin power and climate control equipment offered by our trench safety, power and HVAC segment;

• Leveraging technology and training to optimize the transportation of our rental equipment to and from customer jobsites; and

• Maximizing equipment utilization by reducing the average number of equipment units unavailable for rent and the average time a unit is unavailable for rent.

Industry Overview and Economic Outlook

We serve three principal end markets for equipment rental in North America: industrial/non-construction; commercial (or private non-residential) construction; and residential. In 2012, based on an analysis of our charge customers’ Standard Industrial Classification (“SIC”) codes:

• Industrial/non-construction rentals to manufacturers, chemical companies, paper mills, railroads, shipbuilders, utilities, retail and other industries (including infrastructure) represented approximately 50 percent of our rental revenues;

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• Commercial (or private non-residential) construction rentals related to the construction and remodeling of office, lodging, healthcare and other commercial facilities represented approximately 46 percent of our rental revenues; and

• Residential rentals for the construction and renovation of homes represented approximately four percent of our rental revenues.

We believe that overall U.S. construction activity in 2012 was relatively strong, but was still well below historic levels. We estimate that overall U.S. construction activity in 2012 grew approximately 10 percent on a year-over-year basis. In this environment, compared with the prior year, our rental rates increased 6.9 percent on a pro forma basis and our volume of OEC on rent, which significantly benefited from the impact of the RSC acquisition, increased 63.2 percent. We believe that these two metrics reflect, in addition to the impact of the RSC acquisition, a combination of positive factors: a relatively strong improvement in our operating environment; a secular shift from customer ownership to the rental of construction equipment; and the benefit of our strategy, particularly our increased focus on National Accounts and other large customers. Although there is no certainty that these trends will continue, we believe that our strategy has already put us in a position to capitalize on our industry leadership and customer service differentiation in a continuing recovery.

In 2013, based on our analysis of leading industry forecasts and broader economic indicators, we expect most of our end markets to continue to recover. Specifically, in 2013, we expect that the U.S. equipment rental industry will achieve year-over-year revenue growth in the mid to high single digits.

Competitive Advantages

We believe that we benefit from the following competitive advantages:

Large and Diverse Rental Fleet. Our large and diverse fleet allows us to serve large customers that require substantial quantities and/or wide varieties of equipment. We believe our ability to serve such customers should allow us to improve our performance and enhance our market leadership position.

We manage our rental fleet, which is the largest and most comprehensive in the industry, utilizing a life-cycle approach that focuses on satisfying customer demand and optimizing utilization levels. As part of this life-cycle approach, we closely monitor repairs and maintenance expense and can anticipate, based on our extensive experience with a large and diverse fleet, the optimum time to dispose of an asset. Our fleet age, which is calculated on an OEC-weighted basis, was 47.2 months at December 31, 2012 compared with 50.3 months at December 31, 2011. At December 31, 2012, 91 percent of our fleet was current on its manufacturer's recommended maintenance.

Significant Purchasing Power. We purchase large amounts of equipment, contractor supplies and other items, which enables us to negotiate favorable pricing, warranty and other terms with our vendors.

National Account Program. Our National Account sales force is dedicated to establishing and expanding relationships with large companies, particularly those with a national or multi-regional presence. We offer our National Account customers the benefits of a consistent level of service across North America, a wide selection of equipment and a single point of contact for all their equipment needs. Establishing a single point of contact for our key accounts helps us to provide customer service management that is more consistent and satisfactory. During the years ended December 31, 2012 and 2011, 60 percent and 55 percent, respectively, of our equipment rental revenues were derived from accounts, including National Accounts and other key accounts, that are managed by a single point of contact. 2012 National Account revenues are only available on a pro forma basis (that is, assuming United Rentals and RSC were combined for the full year).

Operating Efficiencies. We benefit from the following operating efficiencies:

• Equipment Sharing Among Branches. We generally group our branches into districts of five to 10 locations that are in the same geographic area. Our districts are generally grouped into regions of six to seven districts. Each branch within a region can access equipment located elsewhere in the region. This sharing increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. Additionally, fleet sharing allows us to be more disciplined with our capital spend.

• Customer Care Center. We have a Customer Care Center ("CCC") with locations in Tampa, Florida and Charlotte, North Carolina that handles all 1-800-UR-RENTS telephone calls. The CCC handles many of the 1-800-UR-RENTS telephone calls without having to route them to individual branches, and allows us to provide a more uniform quality experience to customers, manage fleet sharing more effectively and free up branch employee time.

• Consolidation of Common Functions. We reduce costs through the consolidation of functions that are common to our branches, such as accounts payable, payroll, benefits and risk management, information technology and credit and collection.

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Information Technology Systems. We have a wide variety of information technology systems, some proprietary and some licensed, that supports our operations. This information technology infrastructure facilitates our ability to make rapid and informed decisions, respond quickly to changing market conditions and share rental equipment among branches. We have an in-house team of information technology specialists that supports our systems.

Strong Brand Recognition. As the largest equipment rental company in the world, we have strong brand recognition, which helps us to attract new customers and build customer loyalty.

Geographic and Customer Diversity. We have 836 rental locations in 49 states and 10 Canadian provinces and serve customers that range from Fortune 500 companies to small businesses and homeowners. We believe that our geographic and customer diversity provides us with many advantages including:

• enabling us to better serve National Account customers with multiple locations;

• helping us achieve favorable resale prices by allowing us to access used equipment resale markets across North America; and

• reducing our dependence on any particular customer.

Our operations in Canada are subject to the risks normally associated with international operations. These include (i) the need to convert currencies, which could result in a gain or loss depending on fluctuations in exchange rates and (ii) the need to comply with foreign laws and regulations, as well as U.S. laws and regulations applicable to our operations in foreign jurisdictions. For additional financial information regarding our geographic diversity, see note 4 to our consolidated financial statements.

Strong and Motivated Branch Management. Each of our full-service branches has a branch manager who is supervised by a district manager. We believe that our managers are among the most knowledgeable and experienced in the industry, and we empower them, within budgetary guidelines, to make day-to-day decisions concerning branch matters. Each regional office has a management team that monitors branch, district and regional performance with extensive systems and controls, including performance benchmarks and detailed monthly operating reviews.

Employee Training Programs. We are dedicated to providing training and development opportunities to our employees. In 2012, our employees enhanced their skills through over 300,000 hours of training, including safety training, sales and leadership training, equipment-related training from our suppliers and online courses covering a variety of relevant subjects. The hours include the training time of legacy RSC employees beginning July 1, 2012.

Risk Management and Safety Programs. Our risk management department is staffed by experienced professionals directing the procurement of insurance, managing claims made against the Company, and developing loss prevention programs to address workplace safety, driver safety and customer safety. The department’s primary focus is on the protection of our employees and assets, as well as protecting the Company from liability for accidental loss.

Segment Information

We have two reportable segments–general rentals and trench safety, power and HVAC. Segment financial information is presented in note 4 to our consolidated financial statements. The general rentals segment includes the rental of construction, aerial and industrial equipment, general tools and light equipment, and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities and homeowners. The general rentals segment 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.

Products and Services

Our principal products and services are described below.

Equipment Rental. We offer for rent approximately 3,300 classes of rental equipment on an hourly, daily, weekly or monthly basis. The types of equipment that we offer include general construction and industrial equipment; aerial work platforms; trench safety equipment; power and HVAC equipment; and general tools and light equipment. The age of our fleet was 47.2 months at December 31, 2012, compared to 50.3 months at December 31, 2011.

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Sales of Rental Equipment. We routinely sell used rental equipment and invest in new equipment in order to manage repairs and maintenance costs, as well as the composition and size of our fleet. We also sell used equipment in response to customer demand for the equipment. Consistent with the life-cycle approach we use to manage our fleet, the rate at which we replace used equipment with new equipment depends on a number of factors, including changing general economic conditions, growth opportunities, the market for used equipment, the age of our fleet and the need to adjust fleet composition to meet customer demand.

We utilize many channels to sell used equipment: through our national sales force, which can access many resale markets across North America; at auction; through brokers; and directly to manufacturers. We also sell used equipment through our website, which includes an online database of used equipment available for sale.

Sales of New Equipment. We sell equipment for many leading equipment manufacturers. The manufacturers that we represent and the brands that we carry include: Genie, JLG and Skyjack (aerial lifts); Multiquip, Wacker and Honda USA (compaction equipment, generators and pumps); Sullair (compressors); Skytrak and JLG (rough terrain reach forklifts); Takeuchi (skid-steer loaders); Terex (telehandlers); and DeWalt (generators). The type of new equipment that we sell varies by location.

Contractor Supplies Sales. We sell a variety of contractor supplies including construction consumables, tools, small equipment and safety supplies. Our target customers for contractor supplies are our existing rental customers.

Service and Other Revenues. We also offer repair, maintenance and rental protection services and sell parts for equipment that is owned by our customers. Our target customers for these types of ancillary services are our current rental customers as well as those who purchase both new and used equipment from our branches.

Customers

Our customer base is highly diversified and ranges from Fortune 500 companies to small businesses and homeowners. In 2012, our largest customer accounted for approximately one percent of our revenues on a pro forma basis (that is, assuming United Rentals and RSC were combined for the full year) and our top 10 customers in the aggregate accounted for approximately five percent of our pro forma revenues.

Our customer base varies by branch and is determined by several factors, including the equipment mix and marketing focus of the particular branch as well as the business composition of the local economy, including construction opportunities with different customers. Our customers include:

• construction companies that use equipment for constructing and renovating commercial buildings, warehouses, industrial and manufacturing plants, office parks, airports, residential developments and other facilities;

• industrial companies—such as manufacturers, chemical companies, paper mills, railroads, ship builders and utilities—that use equipment for plant maintenance, upgrades, expansion and construction;

• municipalities that require equipment for a variety of purposes; and

• homeowners and other individuals that use equipment for projects that range from simple repairs to major renovations.

Our business is seasonal, with demand for our rental equipment tending to be lower in the winter months.

Sales and Marketing

We market our products and services through multiple channels as described below.

Sales Force. Our sales representatives work in our branches and at our customer care center, and are responsible for calling on existing and potential customers as well as assisting our customers in planning for their equipment needs. We have ongoing programs for training our employees in sales and service skills and on strategies for maximizing the value of each transaction.

National Account Program. Our National Account sales force is dedicated to establishing and expanding relationships with large customers, particularly those with a national or multi-regional presence. Our National Account team closely coordinates its efforts with the local sales force in each area.

E-Rentals. Our customers can rent or buy equipment online 24 hours a day, seven days a week, at our E-Rentals portal, which can be found at http://www.ur.com. Our customers can also use our UR data application to access real-time reports on their business activity with us.

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Advertising. We promote our business through local and national advertising in various media, including trade publications, yellow pages, the Internet, radio and direct mail. We also regularly participate in industry trade shows and conferences and sponsor a variety of local promotional events.

Total Control^®. We also utilize a proprietary software application, Total Control^®, which provides our key customers with a single in-house software application that enables them to monitor and manage all their rental equipment. This software can be integrated into the customers' enterprise resource planning system. Total Control^® is a unique customer service tool that enables us to develop strong, long-term relationships with our larger customers.

Suppliers

Our strategic approach with respect to our suppliers is to maintain the minimum number of suppliers per category of equipment that can satisfy our anticipated volume and business requirements. This approach is designed to ensure that the terms we negotiate are competitive and that there is sufficient product available to meet anticipated customer demand. We utilize a comprehensive selection process to determine our equipment vendors. We consider product capabilities and industry position, the terms being offered, product liability history, customer acceptance and financial strength. We estimate that our largest supplier accounted for approximately 27 percent of our 2012 purchases of equipment, measured on a dollar basis, and that our 10 largest suppliers in the aggregate accounted for approximately 68 percent of such purchases. We believe we have sufficient alternative sources of supply available for each of our major equipment categories.

Information Technology Systems

In support of our rental business, we have information technology systems which facilitate rapid and informed decision-making and enable us to respond quickly to changing market conditions. Leveraging information technology to achieve greater efficiencies and improve customer service is a critical element of our strategy. Each branch is equipped with one or more workstations that are electronically linked to our other locations and to our IBM System i™ system located at our data center. Rental transactions can be entered at these workstations and processed on a real-time basis. Management, branch and call center personnel can access these systems 24 hours a day.

These systems:

• enable branch personnel to (i) determine equipment availability, (ii) access all equipment within a geographic region and arrange for equipment to be delivered from anywhere in the region directly to the customer, (iii) monitor business activity on a real-time basis and (iv) obtain customized reports on a wide range of operating and financial data, including equipment utilization, rental rate trends, maintenance histories and customer transaction histories;

• permit customers to access their accounts online; and

• allow management to obtain a wide range of operational and financial data.

Our information technology systems and website are supported by our in-house group of information technology specialists working in conjunction with our strategic technology partners and service providers. This group trains our branch personnel; upgrades and customizes our systems; provides hardware and technology support; operates a support desk to assist branch and other personnel in the day-to-day use of the systems; extends the systems to newly acquired locations; and manages our website.

We have a fully functional back-up facility designed to enable business continuity for our core rental and financial business systems in the event that our main computer facility becomes inoperative. This back-up facility also allows us to perform system upgrades and maintenance without interfering with the normal ongoing operation of our information technology systems.

Competition

The U.S. equipment rental industry is highly fragmented and competitive. As the largest equipment rental company in the industry, we estimate that we have an approximate 12 percent market share based on 2012 equipment rental revenues from construction and industrial equipment as measured by the American Rental Association (“ARA”). Our competitors primarily include small, independent businesses with one or two rental locations; regional competitors that operate in one or more states; public companies or divisions of public companies that operate nationally or internationally; and equipment vendors and dealers who both sell and rent equipment directly to customers. We believe we are well positioned to take advantage of this environment because, as a larger company, we have more resources and certain competitive advantages over our smaller competitors. These advantages include greater purchasing power, the ability to provide customers with a broader range of equipment and services, and greater flexibility to transfer equipment among locations in response to, and in anticipation of,

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customer demand. The fragmented nature of the industry and our relatively small market share, however, may adversely impact our ability to mitigate rate pressure.

Environmental and Safety Regulations

Our operations are subject to numerous laws governing environmental protection and occupational health and safety matters. These laws regulate issues such as wastewater, stormwater, solid and hazardous wastes and materials, and air quality. Our operations generally do not raise significant environmental risks, but we use and store hazardous materials as part of maintaining our rental equipment fleet and the overall operations of our business, dispose of solid and hazardous waste and wastewater from equipment washing, and store and dispense petroleum products from above-ground storage tanks located at certain of our locations. Under environmental and safety laws, we may be liable for, among other things, (i) the costs of investigating and remediating contamination at our sites as well as sites to which we sent hazardous wastes for disposal or treatment, regardless of fault, and (ii) fines and penalties for non-compliance. We incur ongoing expenses associated with the performance of appropriate investigation and remediation activities at certain of our locations.

Employees

We have approximately 11,300 employees. Of these, approximately 3,500 are salaried personnel and approximately 7,800 are hourly personnel. Collective bargaining agreements relating to approximately 80 separate locations cover approximately 800 of our employees. We monitor employee satisfaction through ongoing surveys and consider our relationship with our employees to be good.

Available Information

We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as well as our other SEC filings, available on our website, free of charge, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is http://www.ur.com. The information contained on our website is not incorporated by reference in this document.

Item  1A.Risk Factors

Our business, results of operations and financial condition are subject to numerous risks and uncertainties. In connection with any investment decision with respect to our securities, you should carefully consider the following risk factors, as well as the other information contained in this report and our other filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. Should any of these risks materialize, our business, results of operations, financial condition and future prospects could be negatively impacted, which in turn could affect the trading value of our securities.

Combining our business with RSC's business may be more difficult, costly or time consuming than expected, which may adversely affect our results and negatively affect the value of our stock.

The success of the RSC acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining our business and RSC's business. If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits and cost savings of the transaction may not be realized fully, or at all, or may take longer to realize than expected, and the value of our common stock may be affected adversely. It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with customers, employees and suppliers or to achieve the anticipated benefits of the acquisition.

Issues that must be addressed in integrating the operations of RSC into our operations in order to realize the anticipated benefits of the acquisition include, among other things:

• integrating and optimizing the utilization of our and RSC's rental equipment;

• integrating our and RSC's marketing, information technology and other systems;

• maintenance of the combined company's rental equipment portfolio;

• conforming standards, controls, procedures and policies, business cultures and compensation structures;

• consolidating the equipment purchasing, maintenance and resale operations;

• consolidating corporate and administrative functions;

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• consolidating branch locations;

• consolidating sales and marketing operations;

• identifying and eliminating redundant and underperforming operations and assets;

• the retention of key employees;

• minimizing the diversion of management's attention from ongoing business concerns; and

• the possibility of tax costs or inefficiencies associated with the integration of RSC.

The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual synergies, if achieved at all, may be lower than what we expect and may take longer to achieve than anticipated. If we are not able to adequately address these challenges, we may be unable to successfully integrate RSC's operations into ours, or to fully realize the anticipated benefits of the integration of RSC, which could have an adverse effect on our revenues, level of expenses and operating results which may adversely affect the value of our common stock.

The recent economic downturn, and resulting decreases in North American construction and industrial activities, adversely affected our revenues and operating results by decreasing the demand for our equipment and the prices that we could charge. A slowdown in the economic recovery or a decrease in general economic activity could have adverse effects on our revenues and operating results.

Our rental equipment is used significantly in private non-residential construction, which is cyclical in nature. Trench safety, power and HVAC equipment is principally used in connection with construction and industrial activities. Over the past several years, our industry has experienced a decline in construction and industrial activity, although in 2012 we saw modest improvements in the pace of the recovery that began late in the first quarter of 2010. The weakness in our end markets led to a decrease in the demand for our equipment and in the rates we realized, and could lead to further decreases. Such decreases adversely affect our operating results by causing our revenues to decline and, because certain of our costs are fixed, our operating margins to be reduced. While many areas of the global economy are improving, a slowdown in the economic recovery or worsening of economic conditions, in particular with respect to North American construction and industrial activities, could cause weakness in our end markets and adversely affect our revenues and operating results.

The following factors, among others, may cause weakness in our end markets, either temporarily or long-term:

• a decrease in expected levels of infrastructure spending;

• a lack of availability of credit;

• an increase in the cost of construction materials;

• an increase in interest rates;

• adverse weather conditions, which may temporarily affect a particular region; or

• terrorism or hostilities involving the United States or Canada.

If we are unable to collect on contracts with customers, our operating results would be adversely affected.

One of the reasons some of our customers find it more attractive to rent equipment than own that equipment is the need to deploy their capital elsewhere. This has been particularly true in industries with high growth rates such as the construction industry. However, some of our customers may have liquidity issues and ultimately may not be able to fulfill the terms of their rental agreements with us. If we are unable to manage credit risk issues adequately, or if a large number of customers should have financial difficulties at the same time, our credit losses could increase above historical levels and our operating results would be adversely affected. Further, delinquencies and credit losses generally would be expected to increase if there was a slowdown in the economic recovery or worsening of economic conditions.

Our operating results may fluctuate, which could affect the trading value of our securities.

Our revenues and operating results may fluctuate from quarter to quarter or over the longer term due to a number of factors, which could adversely affect the trading value of our securities. These factors, in addition to general economic conditions and the factors discussed above under “Cautionary Statement Regarding Forward-Looking Statements”, include, but are not limited to:

• seasonal rental patterns of our customers, with rental activity tending to be lower in the winter;

• changes in the size of our rental fleet and/or in the rate at which we sell our used equipment;

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• changes in private non-residential construction spending or government funding for infrastructure and other construction projects;

• changes in demand for, or utilization of, our equipment or in the prices we charge due to changes in economic conditions, competition or other factors;

• commodity price pressures and the resultant increase in the cost of fuel and steel to our equipment suppliers, which can result in increased equipment costs for us;

• other cost fluctuations, such as costs for employee-related compensation and healthcare benefits;

• labor shortages, work stoppages or other labor difficulties;

• potential enactment of new legislation affecting our operations or labor relations;

• completion of acquisitions, divestitures or recapitalizations;

• increases in interest rates and related increases in our interest expense and our debt service obligations;

• the possible need, from time to time, to record goodwill impairment charges or other write-offs or charges due to a variety of occurrences, such as the adoption of new accounting standards, the impairment of assets, rental location divestitures, dislocation in the equity and/or credit markets, consolidations or closings, restructurings, the refinancing of existing indebtedness or the buy-out of equipment leases; and

• currency risks and other risks of international operations.

Our common stock price has fluctuated significantly and may continue to do so in the future.

Our common stock price has fluctuated significantly and may continue to do so in the future for a number of reasons, including:

• announcements of developments related to our business;

• market perceptions of any proposed merger or acquisition and the likelihood of our involvement in other merger and acquisition activity;

• variations in our revenues, gross margins, earnings or other financial results from investors’ expectations;

• departure of key personnel;

• purchases or sales of large blocks of our stock by institutional investors or transactions by insiders;

• fluctuations in the results of our operations and general conditions in the economy, our market, and the markets served by our customers;

• investor perceptions of the equipment rental industry in general and our Company in particular; and

• the operating and stock performance of comparable companies or related industries.

In addition, prices in the stock market have been volatile over the past few years. In many cases, the fluctuations have been unrelated to the operating performance of the affected companies. As a result, the price of our common stock could fluctuate in the future without regard to our operating performance.

Our current level of indebtedness exposes us to various risks.

At December 31, 2012, our total indebtedness was $7.4 billion, including $55 million of subordinated convertible debentures. Our substantial indebtedness has the potential to affect us adversely in a number of ways. For example, it will or could:

• increase our vulnerability to adverse economic, industry or competitive developments;

• make it more difficult to pay or refinance our debts as they become due during periods of adverse economic, financial market or industry conditions;

• require us to devote a substantial portion of our cash flow to debt service, reducing the funds available for other purposes or otherwise constraining our financial flexibility;

• restrict our ability to move operating cash flows to Holdings. As of December 31, 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;

• affect our ability to obtain additional financing, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness;

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• decrease our profitability or cash flow;

• cause us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

• cause us to be disadvantaged compared to competitors with less leverage;

• result in a downgrade in our credit rating or the credit ratings of any of the indebtedness of our subsidiaries which could increase the cost of further borrowings; and

• limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.

We depend on cash on hand and cash flows from operations to make scheduled debt payments. If we are unable to service our indebtedness and fund our operations, we will be forced to adopt an alternative strategy that may include:

• reducing or delaying capital expenditures;

• limiting our growth;

• seeking additional capital;

• selling assets; or

• restructuring or refinancing our indebtedness.

Even if we adopt an alternative strategy, the strategy may not be successful and we may continue to be unable to service our indebtedness and fund our operations.

A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. At December 31, 2012, we had $1.6 billion of indebtedness that bears interest at variable rates. Our variable rate indebtedness currently represents 22 percent of our total indebtedness, including our subordinated convertible debentures. See Item 7A—Quantitative and Qualitative Disclosures About Market Risk for additional information related to interest rate risk.

We may be able to incur substantially more debt and take other actions that could diminish our ability to make payments on our indebtedness when due, which could further exacerbate the risks associated with our level of indebtedness.

Despite our indebtedness level, we may be able to incur substantially more indebtedness in the future. We are not fully restricted under the terms of the indentures or agreements governing our indebtedness from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions, any of which could diminish our ability to make payments on our indebtedness when due and further exacerbate the risks associated with our level of indebtedness. If new debt is added to our or any of our existing and future subsidiaries' current debt, the related risks that we now face could intensify.

If we are unable to satisfy the financial and other covenants in certain of our debt agreements, our lenders could elect to terminate the agreements and require us to repay the outstanding borrowings, or we could face other substantial costs.

Under the agreement governing our senior secured asset-based revolving credit facility (“ABL facility”), we are required, among other things, to satisfy certain financial tests relating to: (i) the fixed charge coverage ratio and (ii) the ratio of senior secured debt to adjusted EBITDA (as such ratios are described in the agreement governing our ABL facility). As discussed in note 12 to our consolidated financial statements, in October 2011, we amended the ABL facility. Subject to certain limited exceptions specified in the ABL facility, these covenants will only apply in the future if availability under the ABL facility falls below the greater of 10 percent of the maximum revolver amount under the ABL facility and $150 million. Since the October 2011 amendment of our ABL facility and through December 31, 2012, availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding (as such ratios and tests are described in the agreement governing our accounts receivable securitization facility). If we are unable to satisfy these or any other of the relevant covenants, the lenders could elect to terminate the ABL facility and/or the accounts receivable securitization facility and require us to repay outstanding borrowings. In such event, unless we are able to refinance the indebtedness coming due and replace the ABL facility, accounts receivable securitization facility and/or the other agreements governing our debt, we would likely not have sufficient liquidity for our business needs and would be forced to adopt an alternative strategy as described above. Even if we adopt an alternative strategy, the strategy may not be successful and we may not have sufficient liquidity to service our debt and fund our operations.

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Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial and operational flexibility.

In addition to financial covenants, various other covenants in the ABL facility, accounts receivable securitization facility and the other agreements governing our debt impose significant operating and financial restrictions on us and our restricted subsidiaries. Such covenants include, among other things, limitations on: (1) liens; (2) sale-leaseback transactions; (3) indebtedness; (4) mergers, consolidations and acquisitions; (5) sales, transfers and other dispositions of assets; (6) loans and other investments; (7) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (8) dividends, other payments and other matters affecting subsidiaries; (9) transactions with affiliates; and (10) issuances of disqualified capital stock. Future debt agreements we enter into may include similar provisions.

              These restrictions may also make more difficult or discourage a takeover of us, whether favored or opposed by our management and/or our Board of Directors.

              Our ability to comply with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could require us to seek waivers or amendments of covenants or alternative sources of financing, or to reduce expenditures. We cannot assure you that such waivers, amendments or alternative financing could be obtained or, if obtained, would be on terms acceptable to us.

              A breach of any of the covenants or restrictions contained in these agreements could result in an event of default. Such a default could allow our debt holders to accelerate repayment of the related debt, as well as any other debt to which a cross-acceleration or cross-default provision applies, and/or to declare all borrowings outstanding thereunder to be due and payable. If our debt is accelerated, our assets may not be sufficient to repay such debt.

The amount of borrowings permitted under our ABL facility may fluctuate significantly, which may adversely affect our liquidity, results of operations and financial position.

The amount of borrowings permitted at any time under our ABL facility is limited to a periodic borrowing base valuation of the collateral thereunder. As a result, our access to credit under our ABL facility is potentially subject to significant fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, as well as certain discretionary rights of the agents in respect of the calculation of such borrowing base value. The inability to borrow under our ABL facility may adversely affect our liquidity, results of operations and financial position.

We rely on available borrowings under the ABL facility and the accounts receivable securitization facility for cash to operate our business, which subjects us to market and counterparty risk, some of which is beyond our control.

In addition to cash we generate from our business, our principal existing sources of cash are borrowings available under the ABL facility and the accounts receivable securitization facility. If our access to such financing was unavailable or reduced, or if such financing were to become significantly more expensive for any reason, we may not be able to fund daily operations, which would cause material harm to our business or could affect our ability to operate our business as a going concern. In addition, if certain of our lenders experience difficulties that render them unable to fund future draws on the facilities, we may not be able to access all or a portion of these funds, which could have similar adverse consequences.

If we are unable to obtain additional capital as required, we may be unable to fund the capital outlays required for the success of our business.

If the cash that we generate from our business, together with cash that we may borrow under the ABL facility and accounts receivable securitization facility, is not sufficient to fund our capital requirements, we will require additional debt and/or equity financing. However, we may not succeed in obtaining the requisite additional financing or such financing may include terms that are not satisfactory to us. We may not be able to obtain additional debt financing as a result of prevailing interest rates or other factors, including the presence of covenants or other restrictions under the ABL facility and/or other agreements governing our debt. In the event we seek to obtain equity financing, our stockholders may experience dilution as a result of the issuance of additional equity securities. This dilution may be significant depending upon the amount of equity securities that we issue and the prices at which we issue such securities. If we are unable to obtain sufficient additional capital in the future, we may be unable to fund the capital outlays required for the success of our business, including those relating to purchasing equipment, growth plans and refinancing existing indebtedness.

If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.

At December 31, 2012, we had $3.0 billion of goodwill on our consolidated balance sheet. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. We assess potential impairment of our

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goodwill at least annually. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry or economic trends and/or significant underperformance relative to historic or projected operating results.

We have a holding company structure and depend in part on distributions from our subsidiaries to pay amounts due on our indebtedness. Certain provisions of law or contractual restrictions could limit distributions from our subsidiaries.

We derive substantially all of our operating income from, and hold substantially all of our assets through, our subsidiaries. The effect of this structure is that we depend in part on the earnings of our subsidiaries, and the payment or other distribution to us of these earnings, to meet our obligations under our outstanding debt. Provisions of law, such as those requiring that dividends be paid only from surplus, could limit the ability of our subsidiaries to make payments or other distributions to us. Furthermore, these subsidiaries could in certain circumstances agree to contractual restrictions on their ability to make distributions.

We are exposed to a variety of claims relating to our business, and our insurance may not fully cover them.

We are in the ordinary course exposed to a variety of claims relating to our business. These claims include those relating to (i) personal injury or property damage involving equipment rented or sold by us, (ii) motor vehicle accidents involving our vehicles and our employees and (iii) employment-related claims. Currently, we carry a broad range of insurance for the protection of our assets and operations. However, such insurance may not fully cover these claims for a number of reasons, including:

• our insurance policies, reflecting a program structure that we believe reflects market conditions for companies our size, are often subject to significant deductibles or self-insured retentions: $2 million per occurrence for each general liability or automobile liability claim, and $1 million per occurrence for each workers’ compensation claim;

• our director and officer liability insurance policy has no deductible for individual non-indemnifiable loss coverage, but is subject to a $2.5 million deductible for company reimbursement coverage and all director and officer coverage is subject to certain exclusions;

• we do not maintain stand-alone coverage for environmental liability (other than legally required coverage), since we believe the cost for such coverage is high relative to the benefit it provides; and

• certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits, might not be covered by our insurance.

We establish and regularly evaluate our loss reserves to address business operations claims, or portions thereof, not covered by our insurance policies. To the extent that we are found liable for any significant claim or claims that exceed our established levels of reserves, or that are not otherwise covered by insurance, we could have to significantly increase our reserves, and our liquidity and operating results could be materially and adversely affected. For instance, during the fourth quarter of 2010, we recognized a charge of $24 million related to our provision for self-insurance reserves. The charge in particular reflected adverse experience in our portfolio of automobile and general liability claims, as well as workers' compensation claims. It is also possible that some or all of the insurance that is currently available to us will not be available in the future on economically reasonable terms or at all.

We have made acquisitions in the past, which entail certain risks, as do any growth initiatives, including additional acquisitions, that we may pursue in the future.

We have historically achieved a portion of our growth through acquisitions, and we will continue to consider potential acquisitions on a selective basis. From time-to-time we have also approached, or have been approached, to explore consolidation opportunities with other public companies or large privately-held companies.

Whether historical or in the future, it is possible that we will not realize the expected benefits from our acquisitions or that our existing operations will be adversely affected as a result of acquisitions. Acquisitions entail certain risks, including:

• unrecorded liabilities of acquired companies that we fail to discover during our due diligence investigations or that are not subject to indemnification or reimbursement by the seller;

• difficulty in assimilating the operations and personnel of the acquired company within our existing operations or in maintaining uniform standards;

• loss of key employees of the acquired company;

• failure to achieve anticipated synergies; and

• strains on management and other personnel time and resources to evaluate, negotiate and integrate acquisitions.

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We would expect to pay for any future acquisitions using cash, capital stock, notes and/or assumption of indebtedness. To the extent that our existing sources of cash are not sufficient, we would expect to need additional debt or equity financing, which involves its own risks, such as the dilutive effect on shares held by our stockholders if we financed acquisitions by issuing convertible debt or equity securities.

We have also spent resources and efforts, apart from acquisitions, in attempting to enhance our rental business over the past few years. These efforts place strains on our management and other personnel time and resources, and require timely and continued investment in facilities, personnel and financial and management systems and controls. We may not be successful in implementing all of the processes that are necessary to support any of our growth initiatives, which could result in our expenses increasing disproportionately to our incremental revenues, causing our operating margins and profitability to be adversely affected.

Our charter provisions, as well as other factors, may affect the likelihood of a takeover or change of control of the Company.

Although our Board elected not to extend our stockholders’ rights plan upon its expiration in September 2011, we still have in place certain charter provisions, such as the inability for stockholders to act by written consent, that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of the Company that are not approved by our board, including transactions in which our stockholders might otherwise receive a premium for their shares over then-current market prices. We are also subject to Section 203 of the Delaware General Corporation Law which, under certain circumstances, restricts the ability of a publicly held Delaware corporation to engage in a business combination, such as a merger or sale of assets, with any stockholder that, together with affiliates, owns 15 percent or more of the corporation’s outstanding voting stock, which similarly could prohibit or delay the accomplishment of a change of control transaction. In addition, under the ABL facility, a change of control (as defined in the credit agreement) constitutes an event of default, entitling our lenders to terminate the ABL facility and require us to repay outstanding borrowings. A change of control (as defined in the applicable agreement) is also a termination event under our accounts receivable securitization facility and generally would require us to offer to repurchase our outstanding senior and senior subordinated notes. As a result, the provisions of the agreements governing our debt also may affect the likelihood of a takeover or other change of control.

Turnover of members of our management and our ability to attract and retain key personnel may affect our ability to efficiently manage our business and execute our strategy.

Our success is dependent, in part, on the experience and skills of our management team, and competition in our industry and the business world for top management talent is generally significant. Although we believe we generally have competitive pay packages, we can provide no assurance that our efforts to attract and retain senior management staff will be successful. Moreover, given the volatility in our stock price, it may be more difficult and expensive to recruit and retain employees, particularly senior management, through grants of stock or stock options. This in turn could place greater pressure on the Company to increase the cash component of its compensation packages, which may adversely affect our operating results. If we are unable to fill and keep filled all of our senior management positions, or if we lose the services of any key member of our senior management team and are unable to find a suitable replacement in a timely fashion, we may be challenged to effectively manage our business and execute our strategy.

Our operational and cost reduction strategies may not generate the improvements and efficiencies we expect.

We have been pursuing a strategy of optimizing our field operations in order to improve sales force effectiveness, and to focus our sales force’s efforts on increasing revenues from our National Account and other large customers. We are also continuing to pursue our overall cost reduction program, which resulted in substantial cost savings in the past. The extent to which these strategies will achieve our desired efficiencies and goals in 2013 and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control. Even if we carry out these strategies in the manner we currently expect, we may not achieve the efficiencies or savings we anticipate, or on the timetable we anticipate, and there may be unforeseen productivity, revenue or other consequences resulting from our strategies that may adversely affect us. Therefore, there can be no guarantee that our strategies will prove effective in achieving the desired level of profitability, margins or returns to stockholders.

We are dependent on our relationships with key suppliers to obtain equipment and other supplies for our business on acceptable terms.

We have achieved significant cost savings through our centralization of equipment and non-equipment purchases. However, as a result, we depend on and are exposed to the credit risk of a group of key suppliers. While we make every effort to evaluate our counterparties prior to entering into long-term and other significant procurement contracts, we cannot predict the impact on our suppliers of the current economic environment and other developments in their respective businesses.

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Insolvency, financial difficulties or other factors may result in our suppliers not being able to fulfill the terms of their agreements with us. Further, such factors may render suppliers unwilling to extend contracts that provide favorable terms to us, or may force them to seek to renegotiate existing contracts with us. Although we believe we have alternative sources of supply for the equipment and other supplies used in our business, termination of our relationship with any of our key suppliers could have a material adverse effect on our business, financial condition or results of operations in the unlikely event that we were unable to obtain adequate equipment or supplies from other sources in a timely manner or at all.

If our rental fleet ages, our operating costs may increase, we may be unable to pass along such costs, and our earnings may decrease. The costs of new equipment we use in our fleet may increase, requiring us to spend more for replacement equipment or preventing us from procuring equipment on a timely basis.

If our rental equipment ages, the costs of maintaining such equipment, if not replaced within a certain period of time, will likely increase. The costs of maintenance may materially increase in the future and could lead to material adverse effects on our results of operations.

The cost of new equipment for use in our rental fleet could also increase due to increased material costs for our suppliers or other factors beyond our control. Such increases could materially adversely impact our financial condition and results of operations in future periods. Furthermore, changes in customer demand could cause certain of our existing equipment to become obsolete and require us to purchase new equipment at increased costs.

Our industry is highly competitive, and competitive pressures could lead to a decrease in our market share or in the prices that we can charge.

The equipment rental industry is highly fragmented and competitive. Our competitors include small, independent businesses with one or two rental locations, regional competitors that operate in one or more states, public companies or divisions of public companies, and equipment vendors and dealers who both sell and rent equipment directly to customers. We may in the future encounter increased competition from our existing competitors or from new competitors. Competitive pressures could adversely affect our revenues and operating results by, among other things, decreasing our rental volumes, depressing the prices that we can charge or increasing our costs to retain employees.

Disruptions in our information technology systems could adversely affect our operating results by limiting our capacity to effectively monitor and control our operations.

Our information technology systems facilitate our ability to monitor and control our operations and adjust to changing market conditions. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations and adjust to changing market conditions. In addition, because our systems sometimes contain information about individuals and businesses, our failure to appropriately maintain the security of the data we hold, whether as a result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities leading to lower revenues, increased costs and other material adverse effects on our results of operations.

We are subject to numerous environmental and safety regulations. If we are required to incur compliance or remediation costs that are not currently anticipated, our liquidity and operating results could be materially and adversely affected.

Our operations are subject to numerous laws and regulations governing environmental protection and occupational health and safety matters. These laws regulate issues such as wastewater, stormwater, solid and hazardous waste and materials, and air quality. Under these laws, we may be liable for, among other things, (i) the costs of investigating and remediating any contamination at our sites as well as sites to which we send hazardous waste for disposal or treatment, regardless of fault, and (ii) fines and penalties for non-compliance. Our operations generally do not raise significant environmental risks, but we use hazardous materials to clean and maintain equipment, dispose of solid and hazardous waste and wastewater from equipment washing, and store and dispense petroleum products from above-ground storage tanks located at certain of our locations.

Based on conditions currently known to us, we do not believe that any pending or likely remediation and/or compliance effort will have a material adverse effect on our business. We cannot be certain, however, as to the potential financial impact on our business if new adverse environmental conditions are discovered or environmental and safety requirements become more stringent. If we are required to incur environmental compliance or remediation costs that are not currently anticipated, our liquidity and operating results could be materially and adversely affected, depending on the magnitude of such costs.

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We have operations throughout the United States, which exposes us to multiple state and local regulations, in addition to federal law and requirements as a government contractor. Changes in applicable law, regulations or requirements, or our material failure to comply with any of them, can increase our costs and have other negative impacts on our business.

Our 724 branch locations in the United States are located in 49 states, which exposes us to a host of different state and local regulations, in addition to federal law and regulatory and contractual requirements we face as a government contractor. These laws and requirements address multiple aspects of our operations, such as worker safety, consumer rights, privacy, employee benefits and more, and there are often different requirements in different jurisdictions. Changes in these requirements, or any material failure by our branches to comply with them, can increase our costs, affect our reputation, limit our business, drain management time and attention and otherwise impact our operations in adverse ways.

Our collective bargaining agreements and our relationship with our union-represented employees could disrupt our ability to serve our customers, lead to higher labor costs or the payment of withdrawal liability.

We currently have approximately 800 employees who are represented by unions and covered by collective bargaining agreements and approximately 10,500 employees who are not represented by unions. Various unions occasionally seek to organize certain of our nonunion employees. Union organizing efforts or collective bargaining negotiations could potentially lead to work stoppages and/or slowdowns or strikes by certain of our employees, which could adversely affect our ability to serve our customers. Further, settlement of actual or threatened labor disputes or an increase in the number of our employees covered by collective bargaining agreements can have unknown effects on our labor costs, productivity and flexibility.

Under the collective bargaining agreements that we have signed, we are obligated to contribute to several multiemployer pension plans on behalf of some of our unionized employees. A multiemployer pension plan is a plan that covers the union-represented workers of various unrelated companies. Under the Employee Retirement Income Security Act, a contributing employer to an underfunded multiemployer plan is liable, generally upon withdrawal from a plan, for its proportionate share of the plan's unfunded vested liability. We currently have no intention of withdrawing from any multiemployer plan. However, there can be no assurance that we will not withdraw from one or more multiemployer plans in the future and be required to pay material amounts of withdrawal liability if one or more of those plans are underfunded at the time of withdrawal.

Fluctuations in fuel costs or reduced supplies of fuel could harm our business.

We believe that one of our competitive advantages is the mobility of our fleet. Accordingly, we could be adversely affected by limitations on fuel supplies or significant increases in fuel prices that result in higher costs to us for transporting equipment from one branch to another branch. Although we have used, and may continue to use, futures contracts to hedge against fluctuations in fuel prices, a significant or protracted price fluctuation or disruption of fuel supplies could have a material adverse effect on our financial condition and results of operations.

Our rental fleet is subject to residual value risk upon disposition, and may not sell at the prices or in the quantities we expect.

The market value of any given piece of rental equipment could be less than its depreciated value at the time it is sold. The market value of used rental equipment depends on several factors, including:

• the market price for new equipment of a like kind;

• wear and tear on the equipment relative to its age and the performance of preventive maintenance;

• the time of year that it is sold;

• the supply of used equipment on the market;

• the existence and capacities of different sales outlets;

• the age of the equipment at the time it is sold;

• worldwide and domestic demand for used equipment; and

• general economic conditions.

We include in income from operations the difference between the sales price and the depreciated value of an item of equipment sold. Changes in our assumptions regarding depreciation could change our depreciation expense, as well as the gain or loss realized upon disposal of equipment. Sales of our used rental equipment at prices that fall significantly below our projections and/or in lesser quantities than we anticipate will have a negative impact on our results of operations and cash flows.

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We have operations outside the United States. As a result, we may incur losses from currency conversions and have higher costs than we otherwise would have due to the need to comply with foreign laws.

Our operations in Canada are subject to the risks normally associated with international operations. These include (i) the need to convert currencies, which could result in a gain or loss depending on fluctuations in exchange rates and (ii) the need to comply with foreign laws and regulations, as well as U.S. laws and regulations applicable to our operations in foreign jurisdictions. See Item 7A—Quantitative and Qualitative Disclosures About Market Risk for additional information related to currency exchange risk.

Item  1B. Unresolved Staff Comments

None.

Item 2. Properties

As of January 1, 2013, we operated 836 rental locations. 724 of these locations are in the United States and 112 are in Canada. The number of locations in each state or province is shown in the table below, as well as the number of locations that are in our general rentals (GR) and trench safety, power and HVAC (TPH) segments.

16

	United States
Ÿ	Alabama (GR 20)	Ÿ	Maine (GR 2)	Ÿ	Ohio (GR 15, TPH 3)
Ÿ	Alaska (GR 2)	Ÿ	Maryland (GR 9, TPH 3)	Ÿ	Oklahoma (GR 19, TPH 1)
Ÿ	Arizona (GR 17, TPH 2)	Ÿ	Massachusetts (GR 6, TPH 2)	Ÿ	Oregon (GR 11, TPH 1)
Ÿ	Arkansas (GR 11)	Ÿ	Michigan (GR 4)	Ÿ	Pennsylvania (GR 17)
Ÿ	California (GR 60, TPH 12)	Ÿ	Minnesota (GR 10, TPH 1)	Ÿ	Rhode Island (GR 1)
Ÿ	Colorado (GR 11, TPH 2)	Ÿ	Mississippi (GR 10)	Ÿ	South Carolina (GR 12, TPH 2)
Ÿ	Connecticut (GR 6, TPH 1)	Ÿ	Missouri (GR 12, TPH 3)	Ÿ	South Dakota (GR 2)
Ÿ	Delaware (GR 2)	Ÿ	Montana (GR 1)	Ÿ	Tennessee (GR 19, TPH 3)
Ÿ	Florida (GR 24, TPH 8)	Ÿ	Nebraska (GR 4, TPH 1)	Ÿ	Texas (GR 90, TPH 11)
Ÿ	Georgia (GR 26, TPH 3)	Ÿ	Nevada (GR 5, TPH 3)	Ÿ	Utah (GR 1, TPH 1)
Ÿ	Idaho (GR 2)	Ÿ	New Hampshire (GR 2, TPH 1)	Ÿ	Vermont (GR 1)
Ÿ	Illinois (GR 15, TPH 2)	Ÿ	New Jersey (GR 9, TPH 4)	Ÿ	Virginia (GR 19, TPH 3)
Ÿ	Indiana (GR 13, TPH 1)	Ÿ	New Mexico (GR 10)	Ÿ	Washington (GR 18, TPH 5)
Ÿ	Iowa (GR 11, TPH 1)	Ÿ	New York (GR 14)	Ÿ	West Virginia (GR 5)
Ÿ	Kansas (GR 9)	Ÿ	North Carolina (GR 20, TPH 4)	Ÿ	Wisconsin (GR 9, TPH 1)
Ÿ	Kentucky (GR 10)	Ÿ	North Dakota (GR 7, TPH 1)	Ÿ	Wyoming (GR 5)
Ÿ	Louisiana (GR 27, TPH 3)
	Canada
Ÿ	Alberta (GR 20, TPH 2)
Ÿ	British Columbia (GR 16, TPH 1)
Ÿ	Manitoba (GR 4)
Ÿ	New Brunswick (GR 7)
Ÿ	Newfoundland (GR 6)
Ÿ	Nova Scotia (GR 4)
Ÿ	Ontario (GR 29, TPH 3)
Ÿ	Prince Edward Island (GR 1)
Ÿ	Quebec (GR 8, TPH 1)
Ÿ	Saskatchewan (GR 10)

Our branch locations generally include facilities for displaying equipment and, depending on the location, may include separate areas for equipment service, storage and displaying contractor supplies. We own 107 of our branch locations and lease the other branch locations. We also lease or own other premises used for purposes such as district and regional offices and service centers.

We have a fleet of approximately 7,600 vehicles. These vehicles are used for delivery, maintenance, management and sales functions. Approximately 64 percent of this fleet is leased and the balance is owned.

Our corporate headquarters are currently located in Greenwich, Connecticut, where we occupy approximately 41,000 square feet under a lease that expires in 2013. We have entered into a sublease for approximately 47,000 square feet in an office building located in Stamford, Connecticut. We intend to relocate our corporate headquarters during 2013. Additionally, we maintain a facility in Shelton, Connecticut, where we occupy approximately 32,000 square feet under a lease that expires in 2016. Further, we maintain shared-service facilities in Tampa, Florida, where we occupy approximately 31,000 square feet

17

under a lease that expires in 2015, and Charlotte, North Carolina, where we occupy approximately 40,000 square feet under a lease that expires in 2015.

Item  3. Legal Proceedings

A description of legal proceedings can be found in note 15 to our consolidated financial statements, included in this report at Item 8—Financial Statements and Supplementary Data, and is incorporated by reference into this Item 3.

Item  4. (Removed and Reserved)

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Stock

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” The following table sets forth, for the periods indicated, the intra-day high and low sale prices for our common stock, as reported by the New York Stock Exchange.

	High		Low
2012:
First Quarter	$	44.12	$	27.88
Second Quarter	47.98		29.07
Third Quarter	38.87		26.88
Fourth Quarter	45.83		31.47
2011:
First Quarter	$	33.63	$	22.66
Second Quarter	34.78		22.13
Third Quarter	27.21		12.81
Fourth Quarter	30.73		15.14

As of January 1, 2013, there were approximately 90 holders of record of our common stock. The number of beneficial owners is substantially greater than the number of record holders because a large portion of our common stock is held of record in broker “street names.”

Dividend Policy

Holdings has not paid dividends on its common stock since inception. The payment of any future dividends or the authorization of stock repurchases or other recapitalizations will be determined by our board of directors in light of conditions then existing, including earnings, financial condition and capital requirements, financing agreements, business conditions, stock price and other factors. The terms of certain agreements governing our outstanding indebtedness contain certain limitations on our ability to move operating cash flows to Holdings and/or to pay dividends on, or effect repurchases of, our common stock. In addition, under Delaware law, dividends may only be paid out of surplus or current or prior year’s net profits.

Purchases of Equity Securities by the Issuer

The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of 2012:

18

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
October 1, 2012 to October 31, 2012	1,050	(1)	$	36.32	—	—
November 1, 2012 to November 30, 2012	5,917	(1)	$	42.19	—	—
December 1, 2012 to December 31, 2012	64,276	(1)	$	39.61	58,700	—
Total	71,243		$	39.77	58,700	$	85,195,074

(1) In October 2012, November 2012 and December 2012, 1,050, 5,917 and 5,576 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.

Equity Compensation Plans

For information regarding equity compensation plans, see Item 12 of this annual report on Form 10-K.

Item 6. Selected Financial Data

The following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, 2008 to 2012. The data below should be read in conjunction with, and is qualified by reference to, our Management’s Discussion and Analysis and our consolidated financial statements and notes thereto contained elsewhere in this report. In December 2006, we entered into a definitive agreement to sell our traffic control business and, as a result, the operations of our traffic control business are reflected as a discontinued operation for all periods presented. The financial information presented may not be indicative of our future performance.

19

	Year Ended December 31,
	2012			2011			2010			2009			2008
	(in millions, except per share data)
Income statement data:
Total revenues	$	4,117		$	2,611		$	2,237		$	2,358		$	3,267
Total cost of revenues	2,530			1,713			1,579			1,748			2,149
Gross profit	1,587			898			658			610			1,118
Selling, general and administrative expenses	588			407			367			408			509
RSC merger related costs	111			19			—			—			—
Restructuring charge	99			19			34			31			20
Charge related to settlement of SEC inquiry	—			—			—			—			14
Goodwill impairment charge	—			—			—			—			1,147
Non-rental depreciation and amortization	198			57			60			57			58
Operating income (loss)	591			396			197			114			(630		)
Interest expense, net	512			228			255			226			174
Interest expense-subordinated convertible debentures, net	4			7			8			(4		)	9
Other income, net	(13		)	(3		)	(3		)	(1		)	—
Income (loss) from continuing operations before provision (benefit) for income taxes	88			164			(63		)	(107		)	(813		)
Provision (benefit) for income taxes	13			63			(41		)	(47		)	(109		)
Income (loss) from continuing operations	75			101			(22		)	(60		)	(704		)
Loss from discontinued operation, net of taxes	—			—			(4		)	(2		)	—
Net income (loss)	75			101			(26		)	(62		)	(704		)
Preferred stock redemption charge	—			—			—			—			(239		)
Net income (loss) available to common stockholders	75			101			(26		)	(62		)	(943		)
Basic earnings (loss) per share:
Income (loss) from continuing operations (inclusive of preferred stock redemption charge)	$	0.91		$	1.62		$	(0.38	)	$	(0.98	)	$	(12.62	)
Loss from discontinued operation	—			—			(0.06		)	(0.04		)	—
Net income (loss)	$	0.91		$	1.62		$	(0.44	)	$	(1.02	)	$	(12.62	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations (inclusive of preferred stock redemption charge)	$	0.79		$	1.38		$	(0.38	)	$	(0.98	)	$	(12.62	)
Loss from discontinued operation	—			—			(0.06		)	(0.04		)	—
Net income (loss)	$	0.79		$	1.38		$	(0.44	)	$	(1.02	)	$	(12.62	)

	December 31,
	2012		2011		2010			2009			2008
	(in millions)
Balance sheet data:
Total assets	$	11,026	$	4,143	$	3,693		$	3,859		$	4,191
Total debt	7,309		2,987		2,805			2,951			3,199
Subordinated convertible debentures	55		55		124			124			146
Stockholders’ equity (deficit)	1,543		64		(20		)	(19		)	(29		)

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated)

Executive Overview

United Rentals is the largest equipment rental company in the world. Our customer service network consists of 836 rental locations in the United States and Canada as well as centralized call centers and online capabilities. 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 compelling competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”), based on the initial consideration paid, of $7.2 billion, and a national branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest 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 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 3,300 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. In 2012, equipment rental revenues represented 84 percent of our total revenues.

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. 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; 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, 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 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. The acquisition has 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. Since the acquisition date, significant amounts of fleet have been moved between United Rentals 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 63.2 percent increase in the volume of OEC on rent in 2012. For additional information concerning the RSC acquisition, see note 3 to our consolidated financial statements.

In 2012, we adopted the American Rental Association criteria for rental rates, time utilization and OEC; comparisons to prior years are based on a recast of these metrics on the same basis.

Although uncertainty in the economic environment continued to present challenges for both our Company and the North American equipment rental industry in 2012, we succeeded in realizing a number of achievements related to our strategy. For the full year 2012, compared with 2011, these achievements included:

• A 6.9 percent increase in rental rates on a pro forma basis (that is, assuming United Rentals and RSC were combined for full year 2012 and 2011). Rental rate changes for 2012 are only available on a pro forma basis;

• A 63.2 percent increase in the volume of OEC on rent, which significantly benefited from the impact of the RSC acquisition;

• Achieved strong time utilization on a significantly larger fleet. Time utilization was 67.5 percent and 67.2 percent for the years ended December 31, 2012 and 2011, respectively;

• A significant increase in the proportion of equipment rental revenues derived from National Account customers, from 35 percent in 2011 to 42 percent in 2012. 2012 is only available on a pro forma basis. National Accounts are generally defined as customers with potential annual equipment rental spend of at least $500,000 or customers doing business in multiple locations;

• Continued improvement in customer service management, including a significant increase in the proportion of equipment rental revenues derived from accounts that are managed by a single point of contact ("key accounts") from 55 percent in 2011 to 60 percent in 2012. 2012 is only available on a pro forma basis. Establishing a single

21

point of contact for our key accounts helps us to provide customer service management that is more consistent and satisfactory;

• The continued optimization of our network of rental locations, including an increase in 2012 of 15, or 16 percent, in the number of rental locations in our trench safety, power and HVAC segment; and

• A 1.3 percentage point improvement in selling, general and administrative expenses as a percentage of revenue.

In 2013, we will continue to focus on optimizing our core business through diligent management of the rental process, enhanced customer service capabilities, and sustained cost efficiencies. In particular, we will focus on:

• Enhancing our value proposition by improving customer service levels;

• Further increasing the proportion of our revenues derived from National Accounts and other large customers. To the extent that we are successful, we believe that we can improve our equipment rental gross margin and overall profitability over time, as large accounts tend to rent more equipment for longer periods and can be serviced more cost effectively than short-term transactional customers;

• Accelerating our pursuit of opportunities in the industrial marketplace, where we believe that our depth of resources, industrial expertise and branch footprint give us a competitive advantage. Additionally, industrial equipment demand is subject to different cyclical pressures than construction demand, making our aggregate end markets less volatile;

• Further capitalizing on the demand for the higher-margin power and climate control equipment offered by our trench safety, power and HVAC segment;

• Leveraging technology and training to optimize the transportation of our rental equipment to and from customer jobsites; and

• Maximizing equipment utilization by reducing the average number of equipment units unavailable for rent and the average time a unit is unavailable for rent.

In 2013, based on our analysis of leading industry forecasts and broader economic indicators, we expect most of our end markets to continue to recover. Specifically, in 2013, we expect that the U.S. equipment rental industry will achieve year-over-year revenue growth in the mid to high single digits.

Financial Overview

Despite the challenges posed by recent economic and credit market conditions, and as discussed elsewhere in this report, we succeeded in taking a number of positive actions in 2012 and 2011 related to our capital structure, and have significantly improved our financial flexibility and liquidity. These actions, which are discussed in note 12 to our consolidated financial statements, include:

• In March 2012, in connection with the RSC acquisition, we issued $750 aggregate principal amount of 5 ³/₄ percent Senior Secured Notes due 2018, $750 aggregate principal amount of 7 ³/₈ percent Senior Notes due 2020 and $1,325 aggregate principal amount of 7 ⁵/₈ percent Senior Notes due 2022.

• In March 2012, we increased the size of the ABL facility from $1.8 billion to $1.9 billion.

• In September 2012, we amended our accounts receivable securitization facility. The amended facility 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.

• In October 2012, we issued $400 aggregate principal amount of 6 ¹/8 percent Senior Notes due 2023.

• In October 2012, we redeemed our 10 ⁷/8 percent Senior Notes.

• In December 2012, all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted.

These actions have improved our financial flexibility and liquidity and positioned us to invest the necessary capital in our business to take advantage of opportunities in the economic recovery. As of December 31, 2012, we had available liquidity of $782, including cash of $106.

Income (loss) from continuing operations. Income (loss) from continuing operations and diluted earnings (loss) per share from continuing operations for each of the three years in the period ended December 31, 2012 were as follows:

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	Year Ended December 31,
	2012		2011		2010
Income (loss) from continuing operations	$	75	$	101	$	(22	)
Diluted earnings (loss) per share from continuing operations	$	0.79	$	1.38	$	(0.38	)

Income (loss) from continuing operations and diluted earnings (loss) per share from continuing operations for each of the three years in the period ended December 31, 2012 include the impacts of the following special items (amounts presented on an after-tax basis):

	Year Ended December 31,
	2012						2011						2010
	Contribution to income from continuing operations (after-tax)			Impact on diluted earnings per share from continuing operations			Contribution to income from continuing operations (after-tax)			Impact on diluted earnings per share from continuing operations			Contribution to loss from continuing operations (after-tax)			Impact on diluted loss per share from continuing operations
RSC merger related costs (1)	$	(68	)	$	(0.72	)	$	(18	)	$	(0.25	)	$	—		$	—
RSC merger related intangible asset amortization (2)	(70		)	(0.74		)	—			—			—			—
Impact on depreciation related to acquired RSC fleet and property and equipment (3)	3			0.03			—			—			—			—
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)	(22		)	(0.24		)	—			—			—			—
Pre-close RSC merger related interest expense (5)	(18		)	(0.19		)	—			—			—			—
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (6)	3			0.03			—			—			—			—
Restructuring charge (7)	(61		)	(0.64		)	(12		)	(0.16		)	(21		)	(0.34		)
Asset impairment charge (8)	(9		)	(0.10		)	(3		)	(0.04		)	(6		)	(0.09		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (9)	(44		)	(0.45		)	(3		)	(0.04		)	(17		)	(0.28		)
Gain on sale of software subsidiary (10)	5			0.05			—			—			—			—

(1) This reflects transaction costs associated with the RSC acquisition discussed in note 3 to our 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 acquired in the RSC acquisition and subsequently sold.

(5) As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2,825 of debt in connection with the RSC 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 12 to our consolidated financial statements for additional detail on the acquired debt.

(7) As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC acquisition and our closed restructuring program.

(8) As discussed in note 5 to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.

(9) This reflects losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.

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

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In addition to the matters discussed above, our 2012 performance reflects increased gross profit from equipment rentals and sales of rental equipment. As discussed below (see “Results of Operations- Income taxes”), our results for 2012 reflect a tax provision of $13, which equates to an effective tax rate of 14.8 percent, and our results for 2010 include a tax benefit of $41, which equates to an effective tax rate of 65.1 percent.

EBITDA GAAP Reconciliations. EBITDA represents the sum of net income (loss), loss from discontinued operation, net of taxes, provision (benefit) for income taxes, interest expense, net, interest expense-subordinated convertible debentures, net, 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 U.S. generally accepted accounting principles (“GAAP”) and the accompanying reconciliation, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA permit investors to gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income (loss) or cash flow from operating activities as indicators of operating performance or liquidity.

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

	Year Ended December 31,
	2012			2011		2010
Net income (loss)	$	75		$	101	$	(26	)
Loss from discontinued operation, net of taxes	—			—		4
Provision (benefit) for income taxes	13			63		(41		)
Interest expense, net	512			228		255
Interest expense—subordinated convertible debentures, net	4			7		8
Depreciation of rental equipment	699			423		389
Non-rental depreciation and amortization	198			57		60
EBITDA	1,501			879		649
RSC merger related costs (1)	111			19		—
Restructuring charge (2)	99			19		34
Stock compensation expense, net (3)	32			12		8
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)	37			—		—
Gain on sale of software subsidiary (5)	(8		)	—		—
Adjusted EBITDA	$	1,772		$	929	$	691

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

24

	Year Ended December 31,
	2012			2011			2010
Net cash provided by operating activities	$	721		$	612		$	452
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Loss from discontinued operation, net of taxes	—			—			4
Amortization of deferred financing costs and original issue discounts	(23		)	(22		)	(23		)
Gain on sales of rental equipment	125			66			41
Gain (loss) on sales of non-rental equipment	2			2			—
Gain on sale of software subsidiary (5)	8			—			—
RSC merger related costs (1)	(111		)	(19		)	—
Restructuring charge (2)	(99		)	(19		)	(34		)
Stock compensation expense, net (3)	(32		)	(12		)	(8		)
Loss on extinguishment of debt securities and ABL amendment (6)	(72		)	(3		)	(28		)
Loss on retirement of subordinated convertible debentures	—			(2		)	—
Changes in assets and liabilities	571			49			65
Cash paid for interest, including subordinated convertible debentures	371			203			229
Cash paid (received) for income taxes, net	40			24			(49		)
EBITDA	1,501			879			649
Add back:
RSC merger related costs (1)	111			19			—
Restructuring charge (2)	99			19			34
Stock compensation expense, net (3)	32			12			8
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)	37			—			—
Gain on sale of software subsidiary (5)	(8		)	—			—
Adjusted EBITDA	$	1,772		$	929		$	691

_________________

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

(2) As discussed below (see “Restructuring charge”), this reflects severance costs and branch closure charges associated with the RSC acquisition and our closed restructuring program.

(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 subsequently sold.

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

(6) This reflects losses on the extinguishment of certain debt securities and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.

For the year ended December 31, 2012, EBITDA increased $622, or 70.8 percent, and adjusted EBITDA increased $843, or 90.7 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 year ended December 31, 2012, EBITDA margin increased 2.8 percentage points to 36.5 percent, and adjusted EBITDA margin increased 7.4 percentage points to 43.0 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 RSC merger related costs and restructuring charge. The increase in adjusted EBITDA margin primarily reflects increased margins from equipment rentals and improved selling, general and administrative leverage. EBITDA and adjusted EBITDA for 2012 also include the impact of $104 of cost savings from operating efficiencies and synergies achieved subsequent to the RSC acquisition. We expect to achieve approximately $200 of additional cost savings related to the acquisition in 2013.

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For the year ended December 31, 2011, EBITDA increased $230, or 35.4 percent, and adjusted EBITDA increased $238, or 34.4 percent, primarily reflecting increased profit from equipment rentals. For the year ended December 31, 2011, EBITDA margin increased 4.7 percentage points to 33.7 percent, and adjusted EBITDA margin increased 4.7 percentage points to 35.6 percent, primarily reflecting increased margins from equipment rentals and improved selling, general and administrative leverage.

Revenues. Revenues for each of the three years in the period ended December 31, 2012 were as follows:

	Year Ended December 31,						Percent Change
	2012		2011		2010		2012	2011
Equipment rentals	$	3,455	$	2,151	$	1,834	60.6	17.3
Sales of rental equipment	399		208		144		91.8	44.4
Sales of new equipment	93		84		78		10.7	7.7
Contractor supplies sales	87		85		95		2.4	(10.5	)
Service and other revenues	83		83		86		—	(3.5	)
Total revenues	$	4,117	$	2,611	$	2,237	57.7	16.7

Equipment rentals include our revenues from renting equipment, as well as related revenues such as the fees we charge for equipment delivery, fuel, repair or maintenance of rental equipment and damage waivers. Sales of rental equipment represent our revenues from the sale of used rental equipment. Sales of new equipment represent our revenues from the sale of new equipment. Contractor supplies sales represent our sales of supplies utilized by contractors, which include construction consumables, tools, small equipment and safety supplies. Services and other revenues primarily represent our revenues earned from providing repair and maintenance services (including parts sales).

2012 total revenues of $4.1 billion increased 57.7 percent compared with total revenues of $2.6 billion in 2011. The increase reflects a 60.6 percent increase in equipment rentals, which was primarily due to a 63.2 percent increase in the volume of OEC on rent, and a 6.9 percent rental rate increase on a pro forma basis, partially offset by changes in rental mix. There are two components of rental mix that impact equipment rentals: 1) the type of equipment rented and 2) the duration of the rental contract (daily, weekly and monthly). In 2012, we increased the proportion of equipment rentals generated 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. We believe that the rate and volume improvements for 2012 reflect, in addition to the impact of the RSC acquisition, a modest improvement in our operating environment and a shift from customer ownership to the rental of construction equipment. As discussed above, we acquired RSC on April 30, 2012, and the results of RSC's operations have been included in our 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. Rental rate changes are calculated based on the year over year variance in average contract rates, weighted by the prior period revenue mix. Additionally, sales of rental equipment increased 91.8 percent, primarily reflecting increased volume and improved pricing in a stronger retail market and the impact of the RSC acquisition.

2011 total revenues of $2.6 billion increased 16.7 percent compared with total revenues of $2.2 billion in 2010. The increase primarily reflects a 17.3 percent increase in equipment rentals, which was primarily due to a 14.5 percent increase in the volume of OEC on rent and a 5.3 percent rental rate increase, and a 44.4 percent increase in sales of rental equipment, which was primarily due to increased volume, improved pricing and changes in the mix of equipment sold.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with GAAP. A summary of our significant accounting policies is contained in note 2 to our consolidated financial statements. In applying many accounting principles, we make assumptions, estimates and/or judgments. These assumptions, estimates and/or judgments are often subjective and may change based on changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have identified below our accounting policies that we believe could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. Although actual results may differ from those estimates, we believe the estimates are reasonable and appropriate.

Revenue Recognition. We recognize equipment rental revenue on a straight-line basis. Our rental contract periods are hourly, daily, weekly or monthly. By way of example, if a customer were to rent a piece of equipment and the daily, weekly and monthly rental rates for that particular piece were (in actual dollars) $100, $300 and $900, respectively, we would recognize revenue of $32.14 per day. The daily rate for recognition purposes is calculated by dividing the monthly rate of $900 by the

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monthly term of 28 days. As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date. In any given accounting period, we will have customers return equipment and be contractually required to pay us more than the cumulative amount of revenue recognized to date. For instance, continuing the above example, if the above customer rented a piece of equipment on December 29 and returned it at the close of business on January 1, we would recognize incremental revenue on January 1 of $171.44 (in actual dollars, representing the difference between the amount the customer is contractually required to pay and the cumulative amount recognized to date on a straight-line basis). We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue of $26 and $16 as of December 31, 2012 and 2011, respectively. Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is reasonably assured. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer. Service revenue is recognized as the services are performed.

Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds.

Useful Lives and Salvage Values of Rental Equipment and Property and Equipment. We depreciate rental equipment and property and equipment over their estimated useful lives, after giving effect to an estimated salvage value which ranges from zero percent to 10 percent of cost. Rental equipment is depreciated whether or not it is out on rent. Costs we incur in connection with refurbishment programs that extend the life of our equipment are capitalized and amortized over the remaining useful life of the equipment. The costs incurred under these refurbishment programs were $24, $10 and $12 for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in purchases of rental equipment in our consolidated statements of cash flows.

The useful life of an asset is determined based on our estimate of the period over which the asset will generate revenues; such periods are periodically reviewed for reasonableness. In addition, the salvage value, which is also reviewed periodically for reasonableness, is determined based on our estimate of the minimum value we will realize from the asset after such period. We may be required to change these estimates based on changes in our industry or other changing circumstances. If these estimates change in the future, we may be required to recognize increased or decreased depreciation expense for these assets.

To the extent that the useful lives of all of our rental equipment were to increase or decrease by one year, we estimate that our annual depreciation expense would decrease or increase by approximately $89 or $119, respectively. Similarly, to the extent the estimated salvage values of all of our rental equipment were to increase or decrease by one percentage point, we estimate that our annual depreciation expense would change by approximately $9. Any change in depreciation expense as a result of a hypothetical change in either useful lives or salvage values would generally result in a proportional increase or decrease in the gross profit we would recognize upon the ultimate sale of the asset. To the extent that the useful lives of all of our depreciable property and equipment were to increase or decrease by one year, we estimate that our annual non-rental depreciation expense would decrease or increase by approximately $13 or $20, respectively.

Purchase Price Allocation. We have made a number of acquisitions in the past (including the acquisition of RSC in 2012) and may continue to make acquisitions in the future. We allocate the cost of the acquired entity to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. Long lived assets (principally rental equipment) and goodwill generally represent the largest components of our acquisitions. In addition to goodwill, the intangible assets that we have acquired are non-compete agreements, customer relationships and trade names and associated trademarks. Goodwill is calculated as the excess of the cost of the acquired entity over the net of the fair value of the assets acquired and the liabilities assumed. Non-compete agreements, customer relationships and trade names and associated trademarks are valued based on an excess earnings or income approach based on projected cash flows.

When we make an acquisition, we also acquire other assets and assume liabilities. These other assets and liabilities typically include, but are not limited to, parts inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entities' balance sheets.

Evaluation of Goodwill Impairment. Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Application of the goodwill impairment test requires

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judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units; determination of the fair value of each reporting unit; and an assumption as to the form of the transaction in which the reporting unit would be acquired by a market participant (either a taxable or nontaxable transaction).

We estimate the fair value of our reporting units (which are our regions) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market price data of shares of our Company and other corporations engaged in similar businesses as well as acquisition multiples paid in recent transactions within our industry (including our own acquisitions). We believe this approach, which utilizes multiple valuation techniques, yields the most appropriate evidence of fair value. We review goodwill for impairment utilizing a two-step process. The first step of the impairment test requires a comparison of the fair value of each of our reporting units' net assets to the respective carrying value of net assets. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists and a second step is not performed. If the carrying amount of a reporting unit's net assets is higher than its fair value, there is an indication that an impairment may exist and a second step must be performed. In the second step, the impairment is calculated by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations.

Inherent in our preparation of cash flow projections are assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Changes in assumptions or estimates could materially affect the estimate of the fair value of a reporting unit, and therefore could affect the likelihood and amount of potential impairment. The following assumptions are significant to our income approach:

Business Projections-We make assumptions about the level of equipment rental activity in the marketplace and cost levels. These assumptions drive our planning assumptions for pricing and utilization and also represent key inputs for developing our cash flow projections. These projections are developed using our internal business plans over a ten-year planning period that are updated at least annually;

Long-term Growth Rates-Beyond the planning period, we also utilize an assumed long-term growth rate representing the expected rate at which a reporting unit's earnings stream is projected to grow. These rates are used to calculate the terminal value of our reporting units, and are added to the cash flows projected during our ten-year planning period; and

Discount Rates-Our combined future cash flows are then discounted at a rate that is consistent with a weighted-average cost of capital that is likely to be expected by market participants. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.

The market approach is one of the other methods used for estimating the fair value of our reporting units. This approach takes two forms: The first is based on the market value (market capitalization plus interest-bearing liabilities) and operating metrics (e.g., revenue and EBITDA) of companies engaged in the same or similar line of business. The second form is based on multiples paid in recent acquisitions of companies within our industry, including our own acquisitions.

In September 2011, the Financial Accounting Standards Board ("FASB") issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. We early adopted this guidance and, in connection with our annual goodwill impairment test that was conducted as of October 1, 2011, we concluded that it was more likely than not that the fair values of our reporting units were greater than their carrying amounts. After reaching this conclusion, no further testing was performed. The qualitative factors we considered included, but were not limited to, general economic conditions, our outlook for construction activity, our recent and forecasted financial performance and the price of the Company's common stock. In connection with our goodwill impairment test that was conducted as of October 1, 2012, we bypassed the qualitative assessment for each of our reporting units and proceeded directly to the first step of the goodwill impairment test.

As of October 1, 2012 (our annual goodwill impairment testing date), we had $3.0 billion of goodwill on our balance sheet, of which $2.7 billion arose from the RSC acquisition. Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying values by at least 15 percent. In connection with this impairment testing, we generally utilized a discount rate of 9.0 percent and a long-term terminal growth rate of 3.0 percent beyond our planning period. We also performed sensitivity analyses related to the discount rate and long-term growth rate. Specifically, we stress tested our results under the following three scenarios: (i) increasing the discount rate by 100 basis points; (ii) reducing the long-term growth rate to 2.0 percent; and (iii) increasing the discount rate by 100 basis points and reducing the

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long-term growth rate to 2.0 percent. In each of these three scenarios, the fair values still exceeded the carrying values for each reporting unit.

Impairment of Long-lived Assets (Excluding Goodwill). We review the recoverability of our long-lived assets, including rental equipment and property and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges). If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying value. During the years ended December 31, 2012, 2011 and 2010, we recognized asset impairment charges of $15, $4 and $9, respectively, in our general rentals segment. The impairment charges primarily represent write-offs of leasehold improvements and other fixed assets which were recognized in connection with the restructuring activity discussed below, and are primarily reflected in non-rental depreciation and amortization in the accompanying consolidated statements of income. As of December 31, 2012 and 2011, there were no held-for-sale assets in our consolidated balance sheets.

In addition to the impairment reviews we conduct in connection with branch consolidations and other changes in the business, each quarter we conduct a review of rental assets with utilization below a specified threshold. We select these assets, which represented approximately four percent of our total rental assets at December 31, 2012, as we believe they are at the greatest risk of potential impairment. As part of this impairment review, we estimate future rental revenues based on current and expected utilization levels, the age of these assets and their remaining useful lives. Additionally, we estimate when the asset is expected to be removed or retired from our rental fleet as well as the expected proceeds to be realized upon disposition. Based on our most recently completed December 31, 2012 quarterly review, there was no impairment associated with these assets.

Income Taxes. We recognize deferred tax assets and liabilities for certain future deductible or taxable temporary differences expected to be reported in our income tax returns. These deferred tax assets and liabilities are computed using the tax rates that are expected to apply in the periods when the related future deductible or taxable temporary difference is expected to be settled or realized. In the case of deferred tax assets, the future realization of the deferred tax benefits and carryforwards are determined with consideration to historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. After consideration of all these factors, we recognize deferred tax assets when we believe that it is more likely than not that we will realize them. The most significant positive evidence that we consider in the recognition of deferred tax assets is the expected reversal of cumulative deferred tax liabilities resulting from book versus tax depreciation of our rental equipment fleet that is well in excess of the deferred tax assets.

We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return regarding uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

We are subject to ongoing tax examinations and assessments in various jurisdictions. Accordingly, accruals for tax contingencies are established based on the probable outcomes of such matters. Our ongoing assessments of the probable outcomes of the examinations and related tax accruals require judgment and could increase or decrease our effective tax rate as well as impact our operating results.

Reserves for Claims. We are exposed to various claims relating to our business, including those for which we retain portions of the losses through the application of deductibles and self-insured retentions, which we sometimes refer to as “self-insurance.” These claims include (i) workers' compensation claims and (ii) claims by third parties for injury or property damage involving our equipment or personnel. These types of claims may take a substantial amount of time to resolve and, accordingly, the ultimate liability associated with a particular claim may not be known for an extended period of time. Our methodology for developing self-insurance reserves is based on management estimates, which incorporate periodic actuarial valuations. Our estimation process considers, among other matters, the cost of known claims over time, cost inflation and incurred but not reported claims. These estimates may change based on, among other things, changes in our claims history or receipt of additional information relevant to assessing the claims. Further, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, we may be required to increase or decrease our reserve levels. As discussed below, during the fourth quarters of 2012, 2011 and 2010, we recognized a benefit of $6, a benefit of $8 and a charge of $24, respectively, related to our provision for self-insurance reserves.

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Legal Contingencies. We are involved in a variety of claims, lawsuits, investigations and proceedings, as described in note 15 to our consolidated financial statements and elsewhere in this report. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination such that we expect an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for a significant amount, they could have a material adverse effect on our results of operations in the period or periods in which such change in determination, judgment or settlement occurs.

Results of Operations

As discussed in note 4 to our consolidated financial statements, our reportable segments are general rentals and trench safety, power and HVAC. The general rentals segment includes the rental of construction, aerial and industrial equipment, general tools and light equipment, and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities and homeowners. The general rentals segment operates throughout the United States and Canada. The trench safety, power and HVAC segment includes the rental of specialty construction products and related services. The trench safety, power and HVAC segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates throughout the United States and in Canada.

As discussed in note 4 to our consolidated financial statements, we aggregate our 12 geographic regions—Eastern Canada, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid-Central, Midwest, Mountain West, Northeast, Northwest, South, Southeast and Southwest—into our general rentals reporting segment. Historically, there have been variances in the levels of equipment rentals gross margins achieved by these regions. For instance, for the five year period ended December 31, 2012, certain of our regions had equipment rentals gross margins that varied by between 10 percent and 23 percent from the equipment rentals gross margins of the aggregated general rentals' regions over the same period. For the year ended December 31, 2012, the aggregate general rentals' equipment rentals gross margin increased 6.0 percentage points to 38.9 percent, primarily reflecting increased rental rates, a 0.3 percentage point increase in time utilization on a significantly larger fleet, and cost improvements. As compared to the equipment rentals revenue increase of 63.2 percent, (i) aggregate repairs and maintenance and delivery costs increased 45.4 percent due primarily to higher rental volume, (ii) compensation costs increased 44.1 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition and (iii) building and property costs increased 32.3 percent due primarily to the impact of the RSC acquisition. 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 December 31, 2012, the general rentals' region with the lowest equipment rentals gross margin was the Southeast. The Southeast region's equipment rentals gross margin of 26.8 percent for the five year period ended December 31, 2012 was 23 percent less than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The Southeast region's equipment rentals gross margin was less than the other general rentals' regions during this period as it experienced more significant declines in its end markets than the other regions, which led to more competitive pricing pressure and lower fleet investment. For the year ended December 31, 2012, the Southeast region's equipment rentals gross margin increased 7.4 percentage points to 34.4 percent, primarily reflecting a 5.9 percent rental rate increase on a pro forma basis and cost improvements, partially offset by a 0.5 percentage point decrease in time utilization. As compared to equipment rentals revenue, which increased 54.0 percent, (i) aggregate repairs and maintenance and delivery costs increased 30.9 percent due primarily to higher rental volume, (ii) compensation costs increased 41.2 percent and (iii) building and property costs increased 23.4 percent.

For the five year period ended December 31, 2012, the general rentals' region with the highest equipment rentals gross margin was the South. The South region's equipment rentals gross margin of 38.0 percent for the five year period ended December 31, 2012 was 11 percent more than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The South region's equipment rentals gross margin was more than the other general rentals' regions during this period as its end markets grew faster than the other regions, which resulted in stronger pricing. For the year ended December 31, 2012, the South region's equipment rentals gross margin increased 10.4 percentage points to 46.0 percent, primarily reflecting a 9.4 percent rental rate increase on a pro forma basis and cost improvements, partially offset by a 1.6 percentage point decrease in time utilization. As compared to equipment rentals revenue, which increased 133.3 percent, including the impact of the RSC acquisition, (i) aggregate repairs and maintenance and delivery costs increased 82.0 percent due primarily to higher rental volume, (ii) compensation costs increased 93.1 percent and (iii) building and property costs increased 38.3 percent.

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Although the margins for certain of our general rentals' regions exceeded a 10 percent variance level for the five year period ended December 31, 2012, we expect convergence going forward given 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 December 31, 2012 include the significant impact of the economic downturn in 2009 that impacted all our regions. For the year ended December 31, 2012, the largest variance from the aggregated general rentals' regions margin was 16 percent as compared to 23 percent for the five year period ended December 31, 2012. 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 business performance and allocates resources. We evaluate segment performance based on segment equipment rentals gross profit. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.

Revenues by segment were as follows:

	General rentals		Trench safety, power and HVAC		Total
Year Ended December 31, 2012
Equipment rentals	$	3,188	$	267	$	3,455
Sales of rental equipment	387		12		399
Sales of new equipment	86		7		93
Contractor supplies sales	80		7		87
Service and other revenues	79		4		83
Total revenue	$	3,820	$	297	$	4,117
Year Ended December 31, 2011
Equipment rentals	$	1,953	$	198	$	2,151
Sales of rental equipment	201		7		208
Sales of new equipment	77		7		84
Contractor supplies sales	79		6		85
Service and other revenues	79		4		83
Total revenue	$	2,389	$	222	$	2,611
Year ended December 31, 2010
Equipment rentals	$	1,693	$	141	$	1,834
Sales of rental equipment	134		10		144
Sales of new equipment	72		6		78
Contractor supplies sales	89		6		95
Service and other revenues	83		3		86
Total revenue	$	2,071	$	166	$	2,237

Equipment rentals. 2012 equipment rentals of $3.5 billion increased $1.3 billion, or 60.6 percent, as compared to 2011, primarily reflecting a 63.2 percent increase in the volume of OEC on rent and a 6.9 percent rental rate increase on a pro forma basis, partially offset by changes in rental mix. In 2012, we increased the proportion of equipment rentals generated 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. We believe that the rate and volume improvements for 2012 reflect, in addition to the impact of the RSC acquisition, a modest improvement in our operating environment and a shift from customer ownership to the rental of construction equipment. As discussed above, we acquired RSC on April 30, 2012, and the results of RSC's operations have been included in our 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 84 percent of total revenues in 2012. On a segment basis, equipment rentals represented 83 percent and 90 percent of total revenues for general rentals and trench safety, power and HVAC, respectively. General rentals equipment rentals increased $1,235, or 63.2 percent, primarily reflecting a 63.6 percent increase in the volume of OEC on rent and increased rental rates, partially offset by an increase in the proportion of equipment rentals generated from monthly rental contracts.

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Trench safety, power and HVAC equipment rentals increased $69, or 34.8 percent, primarily reflecting an increase in the volume of OEC on rent. Trench safety, power and HVAC average OEC for 2012 increased 47 percent as compared to 2011. The trench safety, power and HVAC equipment rentals growth was less than the increase in average OEC primarily due to OEC mix, as a significant portion of the OEC growth was in product lines that generate less revenue per OEC dollar, such as power and HVAC equipment.

2011 equipment rentals of $2.2 billion increased $317, or 17.3 percent, as compared to 2010, primarily reflecting a 14.5 percent increase in the volume of OEC on rent and a 5.3 percent rental rate increase. Equipment rentals represented 82 percent of total revenues in 2011. On a segment basis, equipment rentals represented 82 percent and 89 percent of total revenues for general rentals and trench safety, power and HVAC, respectively. General rentals equipment rentals increased $260, or 15.4 percent, primarily reflecting an increase in the volume of OEC on rent and increased rental rates. Trench safety, power and HVAC equipment rentals increased $57, or 40.4 percent, primarily reflecting an increase in the volume of OEC on rent. Trench safety, power and HVAC average OEC for 2011 increased 47 percent as compared to 2010. The increases in equipment rentals and average OEC reflect our strategic focus on the higher margin power and temperature control equipment rented by the trench safety, power and HVAC segment.

Sales of rental equipment. For the three years in the period ended December 31, 2012, sales of rental equipment represented approximately 8 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2012 sales of rental equipment of $399increased $191, or 91.8 percent, from 2011 primarily reflecting increased volume and improved pricing in a stronger retail market and the impact of the RSC acquisition. 2011 sales of rental equipment of $208 increased $64, or 44.4 percent, from 2010 primarily reflecting increased volume, improved pricing and changes in the mix of equipment sold.

Sales of new equipment. For the three years in the period ended December 31, 2012, sales of new equipment represented approximately 3 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2012 sales of new equipment of $93increased $9, or 10.7 percent, from 2011 primarily reflecting changes in the mix of equipment sold and improved pricing. 2011 sales of new equipment of $84 increased $6, or 7.7 percent, from 2010 primarily reflecting changes in the mix of equipment sold and improved pricing.

Sales of contractor supplies. For the three years in the period ended December 31, 2012, sales of contractor supplies represented approximately 3 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2012 sales of contractor supplies of $87increased $2, or 2.4 percent, from 2011. 2011 sales of contractor supplies of $85 decreased $10, or 10.5 percent, from 2010 reflecting a reduction in the volume of supplies sold, partially offset by improved pricing and product mix.

Service and other revenues. For the three years in the period ended December 31, 2012, service and other revenues represented approximately 3 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2012 service and other revenues of $83 were flat with 2011. 2011 service and other revenues of $83 decreased $3, or 3.5 percent, from 2010.

Fourth Quarter 2012 Items. In the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets.During the fourth quarter of 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

Fourth Quarter 2011 Items. In the fourth quarter of 2011, we recognized $19 of acquisition-related costs associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of Quarterly Income Preferred Securities (“QUIPS”) for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, reflecting the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011

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also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed below.

Fourth Quarter 2010 Items. In the fourth quarter of 2010, we repurchased and retired an aggregate of $814 principal amount of our outstanding 7 ³/4 percent Senior Subordinated Notes due 2013, 7percent Senior Subordinated Notes due 2014 and 1  ⁷/8 percent Convertible Senior Subordinated Notes due 2023. Interest expense, net for the fourth quarter of 2010 includes a charge of $25, representing the difference between the net carrying amount of these securities and the total purchase price of $827. The $25 charge includes a $4 write-off of a previously terminated derivative transaction. During the quarter, we also recognized a charge of $24 related to our provision for self-insurance reserves, comprised of $18 recorded in cost of equipment rentals, excluding depreciation, and $6 recorded in discontinued operation. The charge reflected recent adverse experience in our portfolio of automobile and general liability claims, as well as workers' compensation claims. The discontinued operation component of the charge is reflected net of taxes in our consolidated statements of income. Additionally, during the quarter, we recognized restructuring charges of $15 related to the closure of 22 branches and reductions in headcount of approximately 100. During the quarter, we also recognized asset impairment charges of $6 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with the consolidation of our branch network discussed above. Additionally, the income tax provision (benefit) for the quarter includes a benefit of $7 related to a correction of a deferred tax asset recognized in prior periods.

Segment Equipment Rentals Gross Profit

Segment equipment rentals gross profit and gross margin for each of the three years in the period ended December 31, 2012 were as follows:

	General rentals			Trench safety, power and HVAC			Total
2012
Equipment Rentals Gross Profit	$	1,239		$	125		$	1,364
Equipment Rentals Gross Margin	38.9		%	46.8		%	39.5		%
2011
Equipment Rentals Gross Profit	$	643		$	93		$	736
Equipment Rentals Gross Margin	32.9		%	47.0		%	34.2		%
2010
Equipment Rentals Gross Profit	$	461		$	60		$	521
Equipment Rentals Gross Margin	27.2		%	42.6		%	28.4		%

General rentals. For the three years in the period ended December 31, 2012, general rentals accounted for approximately 89 percent of our total equipment rentals gross profit. This contribution percentage is consistent with general rentals’ equipment rental revenue contribution over the same period. General rentals’ equipment rentals gross profit in 2012 increased $596 and equipment rentals gross margin increased 6.0 percentage points, primarily reflecting increased rental rates, a 0.3 percentage point increase in time utilization on a significantly larger fleet, and cost improvements. As compared to the equipment rentals revenue increase of 63.2 percent, (i) aggregate repairs and maintenance and delivery costs increased 45.4 percent due primarily to higher rental volume, (ii) compensation costs increased 44.1 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition and (iii) building and property costs increased 32.3 percent due primarily to the impact of the RSC acquisition. Time utilization was 68.1 percent and 67.8 percent for the years ended December 31, 2012 and 2011, respectively. General rentals’ equipment rentals gross profit in 2011 increased $182 and equipment rentals gross margin increased 5.7 percentage points, primarily reflecting increased rental rates, a 3.4 percentage point increase in time utilization and cost improvements. As compared to the equipment rentals revenue increase of 15.4 percent, (i) depreciation increased 7.0 percent, (ii) aggregate repairs and maintenance and delivery costs increased 9.1 percent due primarily to higher rental volume, (iii) compensation costs increased 8.3 percent due primarily to increased headcount associated with higher rental volume, (iv) insurance decreased 42.6 percent as 2011 included a benefit of $8 related to our provision for self-insurance reserves as compared to a self-insurance charge of $18 in 2010 and (v) building and property costs decreased 2.7 percent. Time utilization was 67.8 percent percent and 64.4 percent for the years ended December 31, 2011 and 2010, respectively.

Trench safety, power and HVAC. For the year ended December 31, 2012, equipment rentals gross profit increased by $32 and equipment rentals gross margin decreased by 0.2 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 year ended December 31, 2012 increased 47 percent as compared to 2011. The decrease in gross margin primarily reflects increased depreciation due to increased OEC, partially offset by a reduction in lower margin re-rent revenue (equipment we

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rent from other companies and then rent to customers). As compared to the equipment rentals revenue increase of 34.8 percent, depreciation increased 50.0 percent. For the year ended December 31, 2011, equipment rentals gross profit increased by $33 and equipment rentals gross margin increased by 4.4 percentage points from 2010. The increase in gross profit primarily reflects increased average OEC which contributed to higher revenue, and cost improvements. Trench safety, power and HVAC average OEC for the year ended December 31, 2011 increased 47 percent as compared to 2010. As compared to the equipment rentals revenue increase of 40.4 percent, (i) depreciation increased 50.0 percent, (ii) compensation costs increased 18.9 percent due primarily to increased headcount associated with higher rental volume, (iii) insurance decreased 12.0 percent due to improvements in our claims experience as we continued to focus on customer, driver and employee safety and (iv) building and property costs increased 9.4 percent due to an increase in the number of rental locations.

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

	Year Ended December 31,
	2012		2011		2010
Total gross margin	38.5	%	34.4	%	29.4	%
Equipment rentals	39.5	%	34.2	%	28.4	%
Sales of rental equipment	31.3	%	31.7	%	28.5	%
Sales of new equipment	20.4	%	20.2	%	16.7	%
Contractor supplies sales	28.7	%	31.8	%	30.5	%
Service and other revenues	65.1	%	62.7	%	62.8	%

2012 gross margin of 38.5 percent increased 4.1 percentage points as compared to 2011, primarily reflecting increased gross margins from equipment rentals. Equipment rentals gross margin increased 5.3 percentage points, primarily reflecting a 6.9 percent rental rate increase on a pro forma basis, a 0.3 percentage point increase in time utilization on a significantly larger fleet, and cost improvements. As compared to the equipment rentals revenue increase of 60.6 percent, (i) aggregate repairs and maintenance and delivery costs increased 44.8 percent due primarily to higher rental volume, (ii) compensation costs increased 43.2 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition and (iii) building and property costs increased 32.7 percent due primarily to the impact of the RSC acquisition. Time utilization was 67.5 percent and 67.2 percent for the years ended December 31, 2012 and 2011, respectively.

2011 gross margin of 34.4 percent increased 5.0 percentage points as compared to 2010, primarily reflecting increased gross margins from equipment rentals and sales of rental equipment. Equipment rentals gross margin increased 5.8 percentage points, primarily reflecting a 5.3 percent rental rate increase and a 3.2 percentage point increase in time utilization. As compared to the equipment rentals revenue increase of 17.3 percent, (i) depreciation increased 8.7 percent, (ii) aggregate repairs and maintenance and delivery costs increased 11.4 percent due primarily to higher rental volume, (iii) compensation costs increased 9.0 percent due primarily to increased headcount associated with higher rental volume, (iv) insurance decreased 40.0 percent as 2011 included a benefit of $8 related to our provision for self-insurance reserves as compared to a self-insurance charge of $18 in 2010 and (v) building and property costs decreased 1.6 percent. For the years ended December 31, 2011 and 2010, time utilization was 67.2 percent and 64.0 percent, respectively. The 3.2 percentage point increase in gross margins from sales of rental equipment primarily reflects improved pricing. Gross margins from sales of rental equipment may change in future periods if the mix of the channels (primarily retail and auction) that we use to sell rental equipment changes.

Selling, general and administrative (“SG&A”) expenses. SG&A expense information for each of the three years in the period ended December 31, 2012 was as follows:

	Year Ended December 31,
	2012			2011			2010
Total SG&A expense	$	588		$	407		$	367
SG&A expense as a percentage of revenue	14.3		%	15.6		%	16.4		%

SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, advertising and marketing expenses, management salaries, bad debt expense and clerical and administrative overhead.

2012 SG&A expense of $588 increased $181 as compared to 2011. The increase in SG&A primarily reflects increased compensation costs associated with higher revenues, improved profitability and increased headcount following the RSC acquisition. Additionally, our bad debt expense was higher due to a 70.9 percent increase in accounts receivable, including the acquired RSC accounts receivable, since December 31, 2011, and a deterioration in our accounts receivable aging. Additionally,

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travel and entertainment and office expenses have increased following the RSC acquisition. As a percentage of revenue, SG&A expense improved by 1.3 percentage points year over year.

2011 SG&A expense of $407 increased $40 as compared to 2010. The increase in SG&A primarily reflects increased commissions and bonuses associated with improved profitability. As a percentage of revenue, SG&A expense improved by 0.8 percentage points year over year.

RSC merger related costs. As discussed above, in the second quarter of 2012, we completed the RSC acquisition. The years ended December 31, 2012 and 2011 include acquisition-related costs of $111 and $19, respectively, primarily related to financial and legal advisory fees. The fees for the year ended December 31, 2012 include $31 of interim bridge financing costs.

Restructuring charge. For the years ended December 31, 2012, 2011 and 2010, the restructuring charges of $99, $19 and $34, respectively, reflect severance costs and branch closure charges associated with the RSC acquisition and our closed restructuring program. The branch closure charges primarily reflect continuing lease obligations at vacant facilities. We expect to incur an additional $5 to $10 of charges in connection with the current restructuring program, which is expected to be substantially complete by June 30, 2013. See note 5 to our consolidated financial statements for additional information.

Non-rental depreciation and amortization for each of the three years in the period ended December 31, 2012 was as follows:

	Year Ended December 31,
	2012		2011		2010
Non-rental depreciation and amortization	$	198	$	57	$	60

Non-rental depreciation and amortization includes (i) the amortization of other intangible assets and (ii) depreciation expense associated with equipment that is not offered for rent (such as computers and office equipment) and amortization expense associated with leasehold improvements. Our other intangible assets consist of customer relationships, non-compete agreements and trade names and associated trademarks. Non-rental depreciation and amortization for the year ended December 31, 2012 increased primarily due to the 2012 acquisition of RSC discussed in note 3 to our consolidated financial statements.

Interest expense, net for each of the three years in the period ended December 31, 2012 was as follows:

	Year Ended December 31,
	2012		2011		2010
Interest expense, net	$	512	$	228	$	255

Interest expense, net for the year ended December 31, 2012increased by $284, or 125 percent. As discussed in note 12 to our 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 debt. Interest expense, net for the year ended December 31, 2012 includes $29 of interest recorded on the merger financing notes prior to the closing of the merger. Additionally, during 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. In addition to these matters, interest expense, net for the year ended December 31, 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. Interest expense, net for the year ended December 31, 2011 decreased by $27, or 11 percent. Interest expense, net for the year ended December 31, 2011 includes a loss of $3 primarily related to write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility. Interest expense, net for the year ended December 31, 2010 includes a loss of $28 related to repurchases or redemptions of $1,273 principal amount of our outstanding debt. Excluding the impact of these losses, interest expense, net decreased slightly as the impact of a slight increase in average outstanding debt was offset by the impact of lower interest rates.

Interest expense—subordinated convertible debentures, net for each of the three years in the period ended December 31, 2012 was as follows:

	Year Ended December 31,
	2012		2011		2010
Interest expense-subordinated convertible debentures, net	$	4	$	7	$	8

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As discussed further in note 13 to our consolidated financial statements, the subordinated convertible debentures included in our consolidated balance sheets reflect the obligation to our subsidiary trust that has issued QUIPS. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the trust. As of December 31, 2012 and 2011, the aggregate amount of subordinated convertible debentures outstanding was $55. Interest expense- subordinated convertible debentures, net for 2011 includes a $2 loss recognized in connection with the simultaneous purchase of $69 of QUIPS and retirement of $69 principal amount of our subordinated convertible debentures.

Other income, net for each of the three years in the period ended December 31, 2012 was as follows:

	Year Ended December 31,
	2012			2011			2010
Other income, net	$	(13	)	$	(3	)	$	(3	)

The increase in other income, net for the year ended December 31, 2012 primarily reflects an $8 gain recognized upon the sale of a former subsidiary that developed and marketed software.

Income taxes. The following table summarizes our continuing operations provision (benefit) for income taxes and the related effective tax rates for each respective period:

	Year Ended December 31,
	2012			2011			2010
Income (loss) from continuing operations before provision (benefit) for income taxes	$	88		$	164		$	(63	)
Provision (benefit) for income taxes	13			63			(41		)
Effective tax rate (1)	14.8		%	38.4		%	65.1		%

_________________

(1) A detailed reconciliation of the effective tax rates to the U.S. federal statutory income tax rate is included in note 14 to our consolidated financial statements.

The differences between the effective tax rates of 14.8 percent, 38.4 percent, and 65.1 percent for 2012, 2011, and 2010, respectively, and the U.S. federal statutory income tax rate of 35.0 percent relate primarily to the geographical mix of income between U.S. and foreign and state operations, and state taxes and certain nondeductible charges. The 2012 provision reflects a write-off of certain state deferred tax assets as a result of the RSC acquisition, a Canadian tax benefit due to settlements with the Canadian Revenue Authority and a U.S. tax transfer pricing benefit. The 2011 provision reflects the non-deductibility of certain costs associated with the proposed RSC acquisition. The 2010 income tax benefit includes a benefit of $7 related to a correction of a deferred tax asset recognized in prior periods. Our effective income tax rate will change based on discrete events (such as audit settlements) as well as other factors, including the geographical mix of income before taxes and the related tax rates in those jurisdictions.

Balance sheet. The increases in our balance sheet from December 31, 2011 to December 31, 2012 primarily reflect the impact of the RSC acquisition. See note 3 to our consolidated financial statements for a summary of the estimated fair values of the RSC assets acquired and liabilities assumed.

Liquidity and Capital Resources.

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.

During 2012, we took a number of actions related to our capital structure to improve our financial flexibility and liquidity. These actions, which are discussed in note 12 to our consolidated financial statements, include:

• In March 2012, in connection with the RSC acquisition, we issued $750 aggregate principal amount of 5 ³/₄ percent Senior Secured Notes due 2018, $750 aggregate principal amount of 7 ³/₈ percent Senior Notes due 2020 and $1,325 aggregate principal amount of 7 ⁵/₈ percent Senior Notes due 2022.

• In March 2012, the size of the ABL facility was increased from $1.8 billion to $1.9 billion.

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• In September 2012, we amended our accounts receivable securitization facility. The amended facility 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.

• In October 2012, we issued $400 aggregate principal amount of 6 ¹/8 percent Senior Notes due 2023.

• In October 2012, we redeemed our 10 ⁷/8 percent Senior Notes.

• In December 2012, all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted.

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 January 21, 2013, we have repurchased $115 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.

Total debt at December 31, 2012increased by $4,322, or 144.7 percent, as compared to December 31, 2011, primarily due to additional borrowings and debt assumed in connection with the RSC acquisition. Short-term debt at December 31, 2012 primarily reflects $453 of borrowings under our accounts receivable securitization facility and $137 of 4 percent Convertible Senior Notes. The 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt because they were redeemable at December 31, 2012.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under the ABL facility and accounts receivable securitization facility. As of December 31, 2012, we had (i) $654 of borrowing capacity, net of $62 of letters of credit, available under the ABL facility, (ii) $22 of borrowing capacity available under our accounts receivable securitization facility and (iii) cash and cash equivalents of $106. Cash equivalents at December 31, 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 December 31, 2012, $1,184 and $453 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 December 31, 2012 were 2.3 percent and 0.9 percent, respectively. During the year ended December 31, 2012, the monthly average amounts outstanding under the ABL facility and the accounts receivable securitization facility, including both the former facilities and the amended facilities, were $1,138 and $315, 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 both the former facilities and the amended facilities, during the year ended December 31, 2012 were $1,287 and $475, respectively. The maximum amounts outstanding under the ABL facility and the accounts receivable securitization facility exceeded the average amounts outstanding during the year primarily due to additional borrowings following the RSC acquisition.

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

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 January 21, 2013 were as follows:

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

A security rating is not a recommendation to buy, sell or hold securities. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn by a rating agency in the future.

The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. We expect that we will fund such expenditures from cash generated from operations, proceeds from the sale of rental and non-rental equipment and, if required, borrowings available under the ABL facility and accounts receivable securitization facility. Our gross and net rental capital expenditures increased significantly in 2012 relative to 2011. Net rental

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capital expenditures (defined as purchases of rental equipment less the proceeds from sales of rental equipment) were $873 and $566 in 2012 and 2011, respectively. We expect our gross and net rental capital expenditures to increase significantly in 2013 relative to 2012. We expect net rental capital expenditures of approximately $1.05 billion and gross rental purchases of approximately $1.5 billion in 2013.

Loan Covenants and Compliance. As of December 31, 2012, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

As discussed in note 12 to our consolidated financial statements, in October 2011, we amended our ABL facility. 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. Subject to certain limited exceptions specified in the ABL facility, these covenants will only apply in the future if availability under the ABL facility falls below the greater of 10 percent of the maximum revolver amount under the amended ABL facility and $150. Since the October 2011 amendment of the facility and through December 31, 2012, availability under the facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.

As of December 31, 2012, 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, because of certain intercompany arrangements, we do not expect any material adverse impact on Holdings’ ability to meet its cash obligations.

Sources and Uses of Cash. During 2012, we (i) generated cash from operating activities of $721, (ii) generated cash from the sale of rental and non-rental equipment of $430 and (iii) received cash from debt proceeds, net of payments, of $1,643, 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 $1,369, (ii) purchase other companies for $1,175, including cash paid for the RSC acquisition, (iii) purchase shares of our common stock for $131 and (iv) pay financing costs of $75. During 2011, we (i) generated cash from operating activities of $612, (ii) generated cash from the sale of rental and non-rental equipment of $221 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 $810 and (ii) purchase other companies for $276.

Free Cash Flow GAAP Reconciliation

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

	Year Ended December 31,
	2012			2011			2010
Net cash provided by operating activities	$	721		$	612		$	452
Purchases of rental equipment	(1,272		)	(774		)	(346		)
Purchases of non-rental equipment	(97		)	(36		)	(28		)
Proceeds from sales of rental equipment	399			208			144
Proceeds from sales of non-rental equipment	31			13			7
Excess tax benefits from share-based payment arrangements, net	(5		)	—			(2		)
Free cash (usage) flow	$	(223	)	$	23		$	227

Free cash usage for the year ended December 31, 2012 was $223, a decrease of $246 as compared to free cash flow of $23 for the year ended December 31, 2011. Free cash usage increased primarily due to increased purchases of rental and non-rental equipment, partially offset by increased proceeds from sales of rental equipment and non-rental equipment and increased

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net cash provided by operating activities. Free cash flow for the year ended December 31, 2011 was $23, a decrease of $204 as compared to $227 for the year ended December 31, 2010. Net cash provided by operating activities for the year ended December 31, 2010 included a $55 federal tax refund. Excluding the impact of this refund, free cash flow decreased primarily due to increased purchases of rental equipment, partially offset by increased net cash provided by operating activities and increased proceeds from sales of rental equipment. We expect significant positive free cash flow in 2013 and intend to use this to reduce our leverage.

Certain Information Concerning Contractual Obligations. The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations as of December 31, 2012:

	2013		2014		2015		2016		2017		Thereafter		Total
Debt and capital leases (1)	$	493	$	36	$	197	$	1,202	$	11	$	5,339	$	7,278
Interest due on debt (2)	450		445		443		431		408		1,190		3,367
Operating leases (1):
Real estate	102		85		72		58		40		82		439
Non-rental equipment	29		22		19		15		14		16		115
Service agreements (3)	8		8		4		—		—		—		20
Purchase obligations (4)	728		—		—		—		—		—		728
Subordinated convertible debentures (5)	4		4		4		4		4		91		111
Total (6)	$	1,814	$	600	$	739	$	1,710	$	477	$	6,718	$	12,058

_________________

(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 were redeemable at December 31, 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 December 31, 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 were redeemable at December 31, 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 December 31, 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 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 December 31, 2012.

(6) This information excludes $6 of unrecognized tax benefits, which are discussed further in note 14 to our consolidated financial statements. 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.

Item 7A. 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.

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Interest Rate Risk. As of December 31, 2012, we had an aggregate of $1,637 of indebtedness that bears interest at variable rates, comprised of $1,184 of borrowings under the ABL facility and $453 of borrowings under our accounts receivable securitization facility. The interest rates applicable to our variable rate debt on December 31, 2012 were (i) 2.3 percent for the ABL facility and (ii) 0.9 percent for the accounts receivable securitization facility. As of December 31, 2012, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $12 for each one percentage point increase in the interest rates applicable to our variable rate debt.

The amount of variable rate indebtedness outstanding under the ABL facility and accounts receivable securitization facility may fluctuate significantly. For additional information concerning the terms of our variable rate debt, see note 12 to our consolidated financial statements.

At December 31, 2012, we had an aggregate of $5.7 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 December 31, 2012 would increase the fair value of our fixed rate indebtedness by approximately six percent. For additional information concerning the fair value and terms of our fixed rate debt, see notes 11 (see “Fair Value of Financial Instruments”) and 12 to our 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 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 $10. 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 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 $40.00 or $45.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 9.2 million or 9.9 million shares, respectively. Based on the price of our common stock during the fourth quarter of 2012, holders of the 4 percent Convertible Notes have the right to redeem the notes during the first quarter of 2013 at a conversion price of $11.11 per share of common stock. Between January 1, 2013 (the beginning of the first quarter) and January 21, 2013, 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 $687, assuming a conversion price of $45.52 (the closing price of our common stock on December 31, 2012) per share of common stock. The $168 principal amount would be settled in cash, and the remaining $519 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the December 31, 2012 closing stock price, approximately 11 million shares of stock, excluding any stock we would receive from the option counterparties as discussed below, would be issued if we settled the entire $519 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 December 31, 2012 closing stock price, we estimate that we would receive approximately $51 in either cash or stock from the option counterparties, after which the effective conversion price would be approximately $14.52.

40

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of United Rentals, Inc.

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of United Rentals, Inc. at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), United Rentals Inc.'s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 23, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Stamford, Connecticut

January 23, 2013

41

UNITED RENTALS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	December 31,
	2012			2011
ASSETS
Cash and cash equivalents	$	106		$	36
Accounts receivable, net of allowance for doubtful accounts of $64 at December 31, 2012 and $33 at December 31, 2011	793			464
Inventory	68			44
Prepaid expenses and other assets	111			75
Deferred taxes	265			104
Total current assets	1,343			723
Rental equipment, net	4,966			2,617
Property and equipment, net	428			366
Goodwill and other intangible assets, net	4,170			372
Other long-term assets	119			65
Total assets	$	11,026		$	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	$	630		$	395
Accounts payable	286			206
Accrued expenses and other liabilities	435			263
Total current liabilities	1,351			864
Long-term debt	6,679			2,592
Subordinated convertible debentures	55			55
Deferred taxes	1,302			470
Other long-term liabilities	65			59
Total liabilities	9,452			4,040
Temporary equity (note 12)	31			39
Common stock—$0.01 par value, 500,000,000 shares authorized, 95,891,809 and 92,984,016 shares issued and outstanding, respectively, at December 31, 2012 and 62,877,530 shares issued and outstanding at December 31, 2011	1			1
Additional paid-in capital	1,997			487
Accumulated deficit	(424		)	(499		)
Treasury stock at cost—2,907,793 and 0 shares at December 31, 2012 and December 31, 2011, respectively	(115		)	—
Accumulated other comprehensive income	84			75
Total stockholders’ equity	1,543			64
Total liabilities and stockholders’ equity	$	11,026		$	4,143

See accompanying notes.

42

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

	Year Ended December 31,
	2012			2011			2010
Revenues:
Equipment rentals	$	3,455		$	2,151		$	1,834
Sales of rental equipment	399			208			144
Sales of new equipment	93			84			78
Contractor supplies sales	87			85			95
Service and other revenues	83			83			86
Total revenues	4,117			2,611			2,237
Cost of revenues:
Cost of equipment rentals, excluding depreciation	1,392			992			924
Depreciation of rental equipment	699			423			389
Cost of rental equipment sales	274			142			103
Cost of new equipment sales	74			67			65
Cost of contractor supplies sales	62			58			66
Cost of service and other revenues	29			31			32
Total cost of revenues	2,530			1,713			1,579
Gross profit	1,587			898			658
Selling, general and administrative expenses	588			407			367
RSC merger related costs	111			19			—
Restructuring charge	99			19			34
Non-rental depreciation and amortization	198			57			60
Operating income	591			396			197
Interest expense, net	512			228			255
Interest expense—subordinated convertible debentures, net	4			7			8
Other income, net	(13		)	(3		)	(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	88			164			(63		)
Provision (benefit) for income taxes	13			63			(41		)
Income (loss) from continuing operations	75			101			(22		)
Loss from discontinued operation, net of taxes	—			—			(4		)
Net income (loss)	$	75		$	101		$	(26	)
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.91		$	1.62		$	(0.38	)
Loss from discontinued operation	—			—			(0.06		)
Net income (loss)	$	0.91		$	1.62		$	(0.44	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.79		$	1.38		$	(0.38	)
Loss from discontinued operation	—			—			(0.06		)
Net income (loss)	$	0.79		$	1.38		$	(0.44	)

See accompanying notes.

43

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2012		2011			2010
Net income (loss)	$	75	$	101		$	(26	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	8		(11		)	20
Fixed price diesel swaps	1		(1		)	—
Other comprehensive income (loss)	9		(12		)	20
Comprehensive income (loss)	$	84	$	89		$	(6	)

See accompanying notes.

44

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In millions)

	Common Stock
	Number of Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income
Balance at January 1, 2010	60	$	1	$	487		$	(574	)	$	67
Net loss							(26		)
Foreign currency translation adjustments										20
Stock compensation expense, net				8
Excess tax benefits from share-based payment arrangements, net				(2		)
Other	1			(1		)
Balance at December 31, 2010	61	$	1	$	492		$	(600	)	$	87

See accompanying notes.

45

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

(In millions)

	Common Stock
	Number of Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2010	61	$	1	$	492		$	(600	)	$	87
Net income							101
Foreign currency translation adjustments										(11		)
Fixed price diesel swaps										(1		)
Stock compensation expense, net				12
Exercise of common stock options	2			35
4 percent Convertible Senior Notes (1)				(45		)
Shares repurchased and retired				(7		)
Balance at December 31, 2011	63	$	1	$	487		$	(499	)	$	75

(1)    Reflects a reduction due to our 4 percent Convertible Senior Notes being redeemable at December 31, 2011 (an amount equal to the unamortized portion of the original issue discount was reclassified out of stockholders’ equity (deficit) and is reflected as “temporary equity” in our consolidated balance sheet as of December 31, 2011), and a reduction reflecting the excess of the cash transferred upon conversion of a portion of the 4 percent Convertible Senior Notes during the year ended December 31, 2011 over the principal amount of the converted notes, net of cash received from the option counterparties to our convertible note hedges upon the conversion. See note 12 to our consolidated financial statements for additional detail.

See accompanying notes.

46

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

(In millions)

	Common Stock				Additional						Treasury Stock				Accumulated Other
	Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Number of Shares	Amount			Comprehensive Income
Balance at December 31, 2011	63		$	1	$	487		$	(499	)	—	$	—		$	75
Net income								75
Foreign currency translation adjustments															8
Fixed price diesel swaps															1
RSC acquisition	30				1,425
Stock compensation expense, net (1)					55
Exercise of common stock options	2				21
Conversion of 1 7/8 percent Convertible Senior Subordinated Notes	1				22
4 percent Convertible Senior Notes					8
Shares repurchased and retired					(16		)
Repurchase of common stock	(3	)									3	(115		)
Excess tax benefits from share-based payment arrangements, net					(5		)
Balance at December 31, 2012	93		$	1	$	1,997		$	(424	)	3	$	(115	)	$	84

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

See accompanying notes.

47

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2012			2011			2010
	(In millions)
Cash Flows From Operating Activities:
Net income (loss)	$	75		$	101		$	(26	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	897			480			449
Amortization of deferred financing costs and original issue discounts	23			22			23
Gain on sales of rental equipment	(125		)	(66		)	(41		)
Loss (gain) on sales of non-rental equipment	(2		)	(2		)	—
Gain on sale of software subsidiary	(8		)	—			—
Stock compensation expense, net	32			12			8
RSC merger related costs	111			19			—
Restructuring charge	99			19			34
Loss on extinguishment of debt securities and ABL amendment	72			3			28
Loss on retirement of subordinated convertible debentures	—			2			—
(Decrease) increase in deferred taxes	(16		)	39			(58		)
Changes in operating assets and liabilities:
Increase in accounts receivable	(86		)	(62		)	(38		)
(Increase) decrease in inventory	(2		)	(3		)	5
(Increase) decrease in prepaid expenses and other assets	(18		)	(15		)	61
(Decrease) increase in accounts payable	(223		)	68			4
(Decrease) increase in accrued expenses and other liabilities	(108		)	(5		)	3
Net cash provided by operating activities	721			612			452
Cash Flows From Investing Activities:
Purchases of rental equipment	(1,272		)	(774		)	(346		)
Purchases of non-rental equipment	(97		)	(36		)	(28		)
Proceeds from sales of rental equipment	399			208			144
Proceeds from sales of non-rental equipment	31			13			7
Purchases of other companies, net of cash acquired	(1,175		)	(276		)	—
Proceeds from sale of software subsidiary	10			—			—
Net cash used in investing activities	(2,104		)	(865		)	(223		)
Cash Flows From Financing Activities:
Proceeds from debt	6,013			1,892			3,423
Payments of debt, including subordinated convertible debentures	(4,370		)	(1,813		)	(3,606		)
Payments of financing costs	(75		)	(16		)	(18		)
Proceeds from the exercise of common stock options	21			35			1
Common stock repurchased	(131		)	(7		)	(1		)
Cash paid in connection with the 4 percent Convertible Senior Notes and related hedge, net	—			(11		)	—
Excess tax benefits from share-based payment arrangements, net	(5		)	—			(2		)
Net cash provided by (used in) financing activities	1,453			80			(203		)
Effect of foreign exchange rates	—			6			8
Net increase (decrease) in cash and cash equivalents	70			(167		)	34
Cash and cash equivalents at beginning of year	36			203			169
Cash and cash equivalents at end of year	$	106		$	36		$	203
Supplemental disclosure of cash flow information:
Cash paid for interest, including subordinated convertible debentures	$	371		$	203		$	229
Cash paid (received) for income taxes, net	40			24			(49		)

See accompanying notes.

48

UNITED RENTALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.    Organization, Description of Business and Consolidation

United Rentals, Inc. ("Holdings") 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 stockholder. As used in this report, the terms the “Company,” “United Rentals,” “we,” “us,” and “our” refer to United Rentals, Inc. and its subsidiaries, unless otherwise indicated.

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and others 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.

The accompanying consolidated financial statements include our accounts and those of our controlled subsidiary companies. All significant intercompany accounts and transactions have been eliminated. We consolidate variable interest entities if we are deemed the primary beneficiary of the entity.

2.    Summary of Significant Accounting Policies

Cash Equivalents

We consider all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. Our cash equivalents at December 31, 2012 consist of direct obligations of financial institutions rated A or better.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds.

Inventory

Inventory consists of new equipment, contractor supplies, tools, parts, fuel and related supply items. Inventory is stated at the lower of cost or market. Cost is determined, depending on the type of inventory, using either a specific identification, weighted-average or first-in, first-out method.

Rental Equipment

Rental equipment, which includes service and delivery vehicles, is recorded at cost and depreciated over the estimated useful life of the equipment using the straight-line method. The range of estimated useful lives for rental equipment is two to 12 years. Rental equipment is depreciated to a salvage value of zero to 10 percent of cost. Rental equipment is depreciated whether or not it is out on rent. Costs we incur in connection with refurbishment programs that extend the life of our equipment are capitalized and amortized over the remaining useful life of the equipment. The costs incurred under these refurbishment programs were $24, $10 and $12 for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in purchases of rental equipment in our consolidated statements of cash flows. Ordinary repair and maintenance costs are charged to operations as incurred. Repair and maintenance costs are included in cost of revenues on our consolidated statements of income. Repair and maintenance expense (including both labor and parts) for our rental equipment was $455, $291 and $262 for the years ended December 31, 2012, 2011 and 2010, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. The range of estimated useful lives for property and equipment is two to 39 years. Ordinary repair and maintenance costs are charged to expense as incurred. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining life of the lease, whichever is shorter.

49

Purchase Price Allocation

We have made a number of acquisitions in the past (including the acquisition of RSC in 2012) and may continue to make acquisitions in the future. We allocate the cost of the acquired entity to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. Long lived assets (principally rental equipment) and goodwill generally represent the largest components of our acquisitions. In addition to goodwill, the intangible assets that we have acquired are non-compete agreements, customer relationships and trade names and associated trademarks. Goodwill is calculated as the excess of the cost of the acquired entity over the net of the fair value of the assets acquired and the liabilities assumed. Non-compete agreements, customer relationships and trade names and associated trademarks are valued based on an excess earnings or income approach based on projected cash flows.

When we make an acquisition, we also acquire other assets and assume liabilities. These other assets and liabilities typically include, but are not limited to, parts inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entities' balance sheets.

Evaluation of Goodwill Impairment

Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Application of the goodwill impairment test requires judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units; determination of the fair value of each reporting unit; and an assumption as to the form of the transaction in which the reporting unit would be acquired by a market participant (either a taxable or nontaxable transaction).

We estimate the fair value of our reporting units (which are our regions) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market price data of shares of our Company and other corporations engaged in similar businesses as well as acquisition multiples paid in recent transactions within our industry (including our own acquisitions). We believe this approach, which utilizes multiple valuation techniques, yields the most appropriate evidence of fair value. We review goodwill for impairment utilizing a two-step process. The first step of the impairment test requires a comparison of the fair value of each of our reporting units' net assets to the respective carrying value of net assets. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists and a second step is not performed. If the carrying amount of a reporting unit's net assets is higher than its fair value, there is an indication that an impairment may exist and a second step must be performed. In the second step, the impairment is calculated by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations.

In September 2011, the Financial Accounting Standards Board ("FASB") issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. We early adopted this guidance and, in connection with our annual goodwill impairment test that was conducted as of October 1, 2011, we concluded that it was more likely than not that the fair values of our reporting units were greater than their carrying amounts. After reaching this conclusion, no further testing was performed. The qualitative factors we considered included, but were not limited to, general economic conditions, our outlook for construction activity, our recent and forecasted financial performance and the price of the Company's common stock. In connection with our goodwill impairment test that was conducted as of October 1, 2012, we bypassed the qualitative assessment for each of our reporting units and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying values by at least 15 percent.

Restructuring Charges

Costs associated with exit or disposal activities, including lease termination costs and certain employee severance costs associated with restructuring, branch closing or other activity, are recognized at fair value when they are incurred.

Other Intangible Assets

Other intangible assets consist of non-compete agreements, customer relationships and trade names and associated trademarks. The non-compete agreements are being amortized on a straight-line basis over initial periods ranging from 2 to 5 years. The customer relationships are being amortized either using the sum of the years' digits method or on a straight-line basis

50

over initial periods ranging from 8 to 15 years. The trade names and associated trademarks are being amortized using the sum of the years' digits method over an initial period of 5 years. We believe that the amortization methods used reflect the estimated pattern in which the economic benefits will be consumed.

Long-Lived Assets

Long-lived assets are recorded at the lower of amortized cost or fair value. As part of an ongoing review of the valuation of long-lived assets, we assess the carrying value of such assets if facts and circumstances suggest they may be impaired. If this review indicates the carrying value of such an asset may not be recoverable, as determined by an undiscounted cash flow analysis over the remaining useful life, the carrying value would be reduced to its estimated fair value.

Translation of Foreign Currency

Assets and liabilities of our Canadian subsidiaries that have a functional currency other than U.S. dollars are translated into U.S. dollars using exchange rates at the balance sheet date. Revenues and expenses are translated at average exchange rates effective during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income within stockholders’ equity.

Revenue Recognition

Our rental contract periods are hourly, daily, weekly or monthly and we recognize equipment rental revenue on a straight-line basis. As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date. We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue of $26 and $16 as of December 31, 2012 and 2011, respectively. Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is reasonably assured. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer. Service revenue is recognized as the services are performed. Sales tax amounts collected from customers are recorded on a net basis.

Delivery Expense

Equipment rentals include our revenues from fees we charge for equipment delivery. Delivery costs are charged to operations as incurred, and are included in cost of revenues on our consolidated statements of income.

Advertising Expense

We promote our business through local and national advertising in various media, including trade publications, yellow pages, the Internet, radio and direct mail. Advertising costs are generally expensed as incurred. Advertising expense, net of qualified advertising reimbursements, was $0, $0 and $2 for the years ended December 31, 2012, 2011 and 2010, respectively.

Insurance

We are insured for general liability, workers’ compensation and automobile liability, subject to deductibles or self-insured retentions per occurrence of $2 for general liability, $1 for workers’ compensation and $2 for automobile liability as of December 31, 2012 and 2011. Losses within these deductible amounts are accrued based upon the aggregate liability for reported claims incurred, as well as an estimated liability for claims incurred but not yet reported. These liabilities are not discounted. The Company is also self-insured for group medical claims but purchases “stop loss” insurance to protect itself from any one loss exceeding $600,000 (actual dollars).

Income Taxes

We use the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between financial statement and tax bases of assets and liabilities and are measured using the tax rates and laws that are expected to be in effect when the differences are expected to reverse. Recognition of deferred tax assets is limited to amounts considered by management to be more likely than not to be realized in future periods. The most significant positive evidence that we consider in the recognition of deferred tax assets is the expected reversal of cumulative deferred tax liabilities resulting from book versus tax depreciation of our rental equipment fleet that is well in excess of the deferred tax assets.

We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return regarding uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not

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that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset or an increase in a deferred tax liability.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates impact the calculation of the allowance for doubtful accounts, depreciation and amortization, income taxes, reserves for claims, loss contingencies (including legal contingencies) and the fair values of financial instruments. Actual results could materially differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain cash and cash equivalents with high quality financial institutions. Concentration of credit risk with respect to receivables is limited because a large number of geographically diverse customers make up our customer base. Our largest customer accounted for less than one percent of total revenues in each of 2012, 2011, and 2010. Our customer with the largest receivable balance represented approximately two percent of total receivables at December 31, 2012 and 2011. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

Stock-Based Compensation

We measure stock-based compensation at the grant date based on the fair value of the award and recognize stock-based compensation expense over the requisite service period. Determining the fair value of stock option awards requires judgment, including estimating stock price volatility, forfeiture rates and expected option life. Restricted stock awards are valued based on the fair value of the stock on the grant date and the related compensation expense is recognized over the service period. Similarly, for time-based restricted stock awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the requisite service period. We classify cash flows from tax benefits resulting from tax deductions in excess of the compensation cost recognized for stock-based awards (“excess tax benefits”) as financing cash flows.

3.    Acquisitions

On April 30, 2012 (“the acquisition date”), we acquired 100 percent of the outstanding common shares and voting interest of RSC Holdings Inc. (“RSC”). The results of RSC's operations have been included in our consolidated financial statements since the acquisition date. RSC, which had total revenues of $1.5 billion in 2011, was one of the largest equipment rental providers in North America, and had a network of 440 rental locations in 43 U.S. states and three Canadian provinces as of December 31, 2011. The acquisition has 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.

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

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

(1) This relates to RSC stock options and restricted stock units which were outstanding as of the acquisition date. Each RSC stock option was converted into an adjusted United Rentals stock option to acquire a number of shares of United Rentals 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 United Rentals 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 10 consecutive trading days ending with the acquisition date. The option exchange ratio was 0.5161. The exercise price

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per share of United Rentals common stock subject to the adjusted United Rentals 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 United Rentals 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 United Rentals 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.

Accounts receivable, net of allowance for doubtful accounts (1)	$	238
Inventory	23
Deferred taxes	15
Rental equipment	2,013
Property and equipment	47
Intangibles (2)	1,224
Other assets	53
Total identifiable assets acquired	3,613
Short-term debt and current maturities of long-term debt (3)	(1,586		)
Current liabilities	(400		)
Deferred taxes	(697		)
Long-term debt (3)	(992		)
Other long-term liabilities	(13		)
Total liabilities assumed	(3,688		)
Net identifiable assets acquired	(75		)
Goodwill (4)	2,661
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 our preliminary purchase accounting assessments:

	Fair value		Life (years)
Customer relationships	$	1,094	15
Trade names and associated trademarks	81		5
Non-compete agreements	49		5
Total	$	1,224

(3) At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9.5 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 consolidated balance sheet as of December 31, 2012 is discussed further in note 12 to the 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	)

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(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 years ended December 31, 2012 and 2011 include acquisition-related costs of $111 and $19, respectively. The acquisition-related costs are reflected in our consolidated statements of income as “RSC merger related costs” and primarily relate to financial and legal advisory fees. The fees for the year ended December 31, 2012 include $31 of interim bridge financing costs. Subsequent to December 31, 2012, we expect to incur an additional $15 to $20 of charges in connection with the merger, and we expect to recognize such costs by June 30, 2013. In addition to the acquisition-related costs reflected in our 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 December 31, 2012 consolidated balance sheet.

Since the acquisition date, significant amounts of fleet have been moved between United Rentals 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 increase in the volume of OEC on rent of 63.2 percent for the year ended December 31, 2012.

The pro forma information below 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. The table below presents unaudited pro forma consolidated income statement information as if RSC had been included in our consolidated results for the entire periods reflected:

	Year Ended December 31,
	2012			2011
United Rentals historic revenues	$	4,117		$	2,611
RSC historic revenues	547			1,522
Pro forma revenues	4,664			4,133
United Rentals historic pretax income	88			164
RSC historic pretax loss	(8		)	(40		)
Combined pretax income	80			124
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups/useful life changes on depreciation (1)	—			—
Impact of the fair value mark-up of acquired RSC fleet on cost of rental equipment sales (2)	(4		)	(12		)
Intangible asset amortization (3)	(43		)	(173		)
Interest expense on merger financing notes (4)	(39		)	(207		)
Elimination of historic RSC interest (5)	38			166
RSC historic interest fair value adjustment (6)	2			7
Elimination of merger costs (7)	148			30
Restructuring charges (8)	75			(85		)
Pro forma pretax income (loss)	$	257		$	(150	)

(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.

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(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 12 to the 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.

(8) Restructuring charges comprised of severance costs and branch closure charges associated with the acquisition 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 December 31, 2012, we have recognized $96 of such restructuring charges, and expect to recognize an additional $5 to $10 of such charges subsequent to December 31, 2012.

In addition to the acquisition of RSC, in February 2012, we completed the acquisition of Coble Trench Safety (”Coble”), a specialty rental company with 11 locations in the Mid-Atlantic and Southeast region. Coble had annual rental revenues of approximately $20.

4.    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 the following equipment:

• General construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, which accounted for approximately 45 percent, 41 percent and 41 percent of 2012, 2011 and 2010 equipment rental revenue, respectively;

• Aerial work platforms,such as boom lifts and scissor lifts, which accounted for approximately 36 percent, 39 percent and 40 percent of 2012, 2011 and 2010 equipment rental revenue, respectively; and

• General tools and light equipment, such as pressure washers, water pumps and power tools, which accounted for approximately 9 percent, 8 percent and 9 percent of 2012, 2011 and 2010 equipment rental revenue, respectively.

The general rentals segment reflects the aggregation of 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 such as the following:

• Power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, which accounted for approximately 6 percent, 6 percent and 5 percent of 2012, 2011 and 2010 equipment rental revenue, respectively; and

• Trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, which accounted for approximately 4 percent, 6 percent and 5 percent of 2012, 2011 and 2010 equipment rental revenue, respectively.

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 business performance and allocates resources. We evaluate segment performance based on segment equipment rentals gross profit.

The accounting policies for our segments are the same as those described in the summary of significant accounting policies in note 2. Certain corporate costs, including those related to selling, finance, legal, risk management, human resources, corporate management and information technology systems, are deemed to be of an operating nature and are allocated to our segments based on either the actual amount of costs incurred in the prior year for selling, general and administrative expenses or equipment rental revenue generating activities.

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The following table sets forth financial information by segment for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011.

	General rentals		Trench safety, power and HVAC		Total
2012
Equipment rentals	$	3,188	$	267	$	3,455
Sales of rental equipment	387		12		399
Sales of new equipment	86		7		93
Contractor supplies sales	80		7		87
Service and other revenues	79		4		83
Total revenue	3,820		297		4,117
Depreciation and amortization expense	850		47		897
Equipment rentals gross profit	1,239		125		1,364
Capital expenditures	1,285		84		1,369
Total assets	$	10,545	$	481	$	11,026
2011
Equipment rentals	$	1,953	$	198	$	2,151
Sales of rental equipment	201		7		208
Sales of new equipment	77		7		84
Contractor supplies sales	79		6		85
Service and other revenues	79		4		83
Total revenue	2,389		222		2,611
Depreciation and amortization expense	448		32		480
Equipment rentals gross profit	643		93		736
Capital expenditures	739		71		810
Total assets	$	3,776	$	367	$	4,143
2010
Equipment rentals	$	1,693	$	141	$	1,834
Sales of rental equipment	134		10		144
Sales of new equipment	72		6		78
Contractor supplies sales	89		6		95
Service and other revenues	83		3		86
Total revenue	2,071		166		2,237
Depreciation and amortization expense	426		23		449
Equipment rentals gross profit	461		60		521
Capital expenditures	$	344	$	30	$	374

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 (loss) from continuing operations before provision (benefit) for income taxes:

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	Year Ended December 31,
	2012			2011			2010
Total equipment rentals gross profit	$	1,364		$	736		$	521
Gross profit from other lines of business	223			162			137
Selling, general and administrative expenses	(588		)	(407		)	(367		)
RSC merger related costs	(111		)	(19		)	—
Restructuring charge	(99		)	(19		)	(34		)
Non-rental depreciation and amortization	(198		)	(57		)	(60		)
Interest expense, net	(512		)	(228		)	(255		)
Interest expense- subordinated convertible debentures, net	(4		)	(7		)	(8		)
Other income, net	13			3			3
Income (loss) from continuing operations before provision (benefit) for income taxes	$	88		$	164		$	(63	)

We operate in the United States and Canada. The following table presents geographic area information for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011. All the foreign assets as of December 31, 2012 and 2011 are Canadian, and the foreign information in the following table primarily relates to Canada.

	Domestic		Foreign		Total
2012
Equipment rentals	$	2,948	$	507	$	3,455
Sales of rental equipment	350		49		399
Sales of new equipment	67		26		93
Contractor supplies sales	67		20		87
Service and other revenues	66		17		83
Total revenue	3,498		619		4,117
Rental equipment, net	4,357		609		4,966
Property and equipment, net	390		38		428
Goodwill and other intangibles, net	$	3,804	$	366	$	4,170
2011
Equipment rentals	$	1,779	$	372	$	2,151
Sales of rental equipment	180		28		208
Sales of new equipment	59		25		84
Contractor supplies sales	62		23		85
Service and other revenues	64		19		83
Total revenue	2,144		467		2,611
Rental equipment, net	2,181		436		2,617
Property and equipment, net	338		28		366
Goodwill and other intangibles, net	$	232	$	140	$	372
2010
Equipment rentals	$	1,569	$	265	$	1,834
Sales of rental equipment	121		23		144
Sales of new equipment	59		19		78
Contractor supplies sales	71		24		95
Service and other revenues	68		18		86
Total revenue	$	1,888	$	349	$	2,237

5.    Restructuring and Asset Impairment Charges

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Closed Restructuring Program

Over the past several years, we have been focused on reducing our operating costs. In connection with this strategy, and in recognition of the challenging economic environment, we reduced our employee headcount from approximately 10,900 at January 1, 2008 (the beginning of the restructuring period) to approximately 7,500 at December 31, 2011 (the end of the restructuring period). Additionally, we reduced our branch network from 697 locations at January 1, 2008 to 529 locations at December 31, 2011. The restructuring charges under the closed restructuring program for the years ended December 31, 2012, 2011 and 2010 include severance costs associated with headcount reductions, as well as branch closure charges which principally relate to continuing lease obligations at vacant facilities.

The table below provides certain information concerning our restructuring charges under the closed restructuring program:

Description	Beginning Reserve Balance		Charged to Costs and Expenses (1)		Payments and Other			Ending Reserve Balance
Year ended December 31, 2010:
Branch closure charges	$	20	$	28	$	(22	)	$	26
Severance costs	1		6		(5		)	2
Total	$	21	$	34	$	(27	)	$	28
Year ended December 31, 2011:
Branch closure charges	$	26	$	17	$	(16	)	$	27
Severance costs	2		2		(3		)	1
Total	$	28	$	19	$	(19	)	$	28
Year ended December 31, 2012:
Branch closure charges	$	27	$	3	$	(11	)	$	19
Severance costs	1		—		(1		)	—
Total	$	28	$	3	$	(12	)	$	19

_________________

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

Between January 1, 2008 and December 31, 2012, we incurred total restructuring charges under the closed restructuring program of $107, comprised of $86 of branch closure charges and $21 of severance costs.

Current Restructuring Program

In the second quarter of 2012, we initiated a new restructuring program related to severance costs and branch closure charges associated with the RSC merger. The branch closure charges principally relate to continuing lease obligations at vacant facilities closed subsequent to the RSC merger. As of December 31, 2012, our employee headcount is approximately 11,300 and our branch network has 836 rental locations. Subsequent to December 31, 2012, we expect to incur an additional $5 to $10 of charges in connection with the restructuring, which is expected to be substantially complete by June 30, 2013.

The table below provides certain information concerning our restructuring charges under the current restructuring program for the year ended December 31, 2012:

Description	Beginning Reserve Balance		Charged to Costs and Expenses (1)		Payments and Other			Ending Reserve Balance
Year ended December 31, 2012:
Branch closure charges	$	—	$	53	$	(20	)	$	33
Severance costs	—		43		(34		)	9
Total	$	—	$	96	$	(54	)	$	42

_________________

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

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Asset Impairment Charges

In addition to the restructuring charges discussed above, during the years ended December 31, 2012, 2011 and 2010, we recorded asset impairment charges of $15, $4 and $9, respectively, in our general rentals segment. The 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.

6.    Rental Equipment

Rental equipment consists of the following:

	December 31,
	2012			2011
Rental equipment	$	6,820		$	4,209
Less accumulated depreciation	(1,854		)	(1,592		)
Rental equipment, net	$	4,966		$	2,617

The 2012 increase in rental equipment primarily reflects equipment acquired in the 2012 acquisition of RSC discussed in note 3 to our consolidated financial statements.

7.    Property and Equipment

Property and equipment consist of the following:

	December 31,
	2012			2011
Land	$	106		$	109
Buildings	224			223
Non-rental vehicles	64			15
Machinery and equipment	51			39
Furniture and fixtures	141			123
Leasehold improvements	175			158
	761			667
Less accumulated depreciation and amortization	(333		)	(301		)
Property and equipment, net	$	428		$	366

8.    Goodwill and Other Intangible Assets

The following table presents the changes in the carrying amount of goodwill for each of the three years in the period ended December 31, 2012:

	General rentals		Trench safety, power and HVAC		Total
Balance at January 1, 2010 (1)	$	103	$	93	$	196
Foreign currency translation and other adjustments	2		—		2
Balance at December 31, 2010 (1)	105		93		198
Goodwill related to acquisitions	65		31		96
Foreign currency translation and other adjustments	(3)		(2)		(5)
Balance at December 31, 2011 (1)	167		122		289
Goodwill related to acquisitions (2)	2,661		20		2,681
Foreign currency translation and other adjustments	—		—		—
Balance at December 31, 2012 (1)	$	2,828	$	142	$	2,970

_________________

(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.

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(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 December 31, 2012 and 2011:

	December 31, 2012
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	51 months	$	79	$	32	$	47
Customer relationships	14 years	$	1,233	$	144	$	1,089
Trade names and associated trademarks	52 months	$	83	$	19	$	64

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

Our other intangibles assets, net at December 31, 2012 include the following assets associated with the 2012 acquisition of RSC discussed above (see note 3 to our 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 and associated trademarks 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	$	42
Customer relationships	15 years	1,003
Trade names and associated trademarks	60 months	63

Amortization expense for other intangible assets was $128, $8 and $7 for the years ended December 31, 2012, 2011 and 2010, respectively. The 2012 increase primarily reflects the 2012 acquisition of RSC discussed in note 3 to our consolidated financial statements.

As of December 31, 2012, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:

2013	$	178
2014	162
2015	147
2016	131
2017	107
Thereafter	475
Total	$	1,200

9.    Accrued Expenses and Other Liabilities and Other Long-Term Liabilities

Accrued expenses and other liabilities consist of the following:

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	December 31,
	2012		2011
Self-insurance accruals	$	38	$	30
Accrued compensation and benefit costs	82		57
Property and income taxes payable	29		18
Restructuring reserves (1)	61		28
Interest payable	103		26
Deferred revenue (2)	28		18
National accounts accrual	33		21
Due to seller	3		14
Other (3)	58		51
Accrued expenses and other liabilities	$	435	$	263

_________________

(1) Relates to branch closure charges and severance costs. See note 5 (“Restructuring and Asset Impairment Charges”) for additional detail.

(2) Primarily relates to amounts billed to customers in excess of recognizable equipment rental revenue. See note 2 (“Revenue Recognition”) for additional detail.

(3) Other includes multiple items, none of which are individually significant.

Other long-term liabilities consist of the following:

	December 31,
	2012		2011
Self-insurance accruals	$	59	$	53
Other	6		6
Other long-term liabilities	$	65	$	59

10.    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 December 31, 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. 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 consolidated statements of income during the period in which the changes in fair value occur.

We are exposed to certain risks relating to our ongoing business operations. During the year ended December 31, 2012, the risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At December 31, 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 year ended December 31, 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 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, which were all settled as of December 31, 2012, represented derivative instruments not designated as hedging instruments.

Fixed Price Diesel Swaps

The fixed price swap contracts on diesel purchases that were outstanding at December 31, 2012 were designated and qualify as cash flow hedges and the effective portion of the unrealized 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

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ineffective portion), is recognized in our consolidated statements of income during the current period. As of December 31, 2012, we had outstanding fixed price swap contracts covering 7.9 million gallons of diesel which will be purchased throughout 2013.

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars, which were all settled as of December 31, 2012, represented derivative instruments not designated as hedging instruments and gains or losses due to changes in the fair value of the forward contracts were recognized in our consolidated statements of income during the period in which the changes in fair value occurred. During the year ended December 31, 2012, forward contracts were used to purchase $90 Canadian dollars, representing the total amount due at maturity for certain Canadian dollar denominated intercompany loans that were settled during the year ended December 31, 2012. Upon maturity, the proceeds from the forward contracts were used to pay down the Canadian dollar denominated intercompany loans.

Financial Statement Presentation

As of December 31, 2012 and December 31, 2011, less than $1 and $0 were reflected in prepaid expenses and other assets, respectively, less than $1 and $1, respectively, were reflected in accrued expenses and other liabilities, and less than $1 was reflected in accumulated other comprehensive income in our consolidated balance sheets associated with the outstanding fixed price swap contracts that were designated and qualify as cash flow hedges. Operating cash flows in our consolidated statement of cash flows for the year ended December 31, 2012 include $25 associated with the fixed price diesel swaps, comprised of the $25 cost of the 6.3 million hedged gallons of diesel purchased in 2012, net of cash received from the counterparties to the fixed price swaps. Insignificant amounts (less than $1) were reflected in our consolidated statement of cash flows for the year ended December 31, 2012 associated with the forward contracts to purchase Canadian dollars. Operating cash flows in our consolidated statement of cash flows for the year ended December 31, 2011 include $22 associated with the fixed price diesel swaps, comprised of the $23 cost of the 5.9 million hedged gallons of diesel purchased in 2011, net of cash received from the counterparties to the fixed price swaps. Insignificant amounts (less than $1) were reflected in our consolidated statement of cash flows for the year ended December 31, 2011 associated with the forward contracts to purchase Canadian dollars, as the cash impact of the $4 gain recognized on the derivative was offset by the $4 loss recognized on the hedged item. Operating cash flows in our consolidated statement of cash flows for the year ended December 31, 2010 include $11 associated with the fixed price diesel swaps, comprised of the $11 cost of the 3.6 million hedged gallons of diesel purchased in 2010, net of cash received from the counterparty to the fixed price swaps. Insignificant amounts (less than $1) were reflected in our consolidated statement of cash flows for the year ended December 31, 2010 associated with the forward contracts to purchase Canadian dollars, as the cash impact of the $13 gain recognized on the derivative was offset by the $13 loss recognized on the hedged item.

The effect of our derivative instruments on our consolidated statements of income for the years ended December 31, 2012, 2011 and 2010 was as follows:

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	Location of  income (expense) recognized  on derivative/hedged item	Amount of income recognized on derivative	Amount of expense recognized on hedged item
Year ended December 31, 2012:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*	(25	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	*	*
Year ended December 31, 2011:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	2	(23	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	4	(4	)
Year ended December 31, 2010:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*	(11	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	13	(13	)

* 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 6.3 million, 5.9 million and 3.6 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2012, 2011 and 2010, respectively.

11.    Fair Value Measurements

We account for certain assets and liabilities at fair value, and 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 or liabilities.

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

a) quoted prices for similar assets or liabilities in active markets;

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

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

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

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

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 December 31, 2012 and 2011, our only assets and liabilities measured at fair value were our fixed price diesel swaps contracts, which are Level 2 derivatives measured at fair value on a recurring basis. As of December 31, 2012, less than $1 was reflected in accrued expenses and other liabilities and less than $1 was reflected in prepaid expenses and other assets in

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our consolidated balance sheets, reflecting the fair values of the fixed price diesel swaps contracts. As of December 31, 2011, $1 was reflected in accrued expenses and other liabilities in our consolidated balance sheets reflecting the fair value of the fixed price diesel swaps contracts. As discussed in note 10 to the 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 December 31, 2012, we have fixed price swap contracts covering 7.9 million gallons of diesel which we will buy throughout 2013 at the average contract price of $3.88 per gallon, while the average forward price for the hedged gallons was $3.89 per gallon as of December 31, 2012.

Fair Value of Financial Instruments

The carrying amounts reported in our consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our senior secured asset-based revolving credit facility (“ABL facility”), accounts receivable securitization facility and 1 ⁷/8 percent Convertible Senior Subordinated Notes approximate their book values as of December 31, 2012 and 2011. The estimated fair values of our other financial instruments at December 31, 2012 and 2011 have been calculated based upon available market information or an appropriate valuation technique, and are as follows:

	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1:
Subordinated convertible debentures	$	55	$	63	$	55	$	49
Senior and senior subordinated notes	5,387		5,881		1,732		1,795
Level 2:
4 percent Convertible Senior Notes (1)	137		155		129		138
Level 3:
Capital leases (2)	148		145		39		33

(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 6.9 percent.

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

12.    Debt

Debt consists of the following:

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	December 31,
	2012			2011
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	453		$	255
$1.9 billion ABL Facility (1)	1,184			810
10 7/8 percent Senior Notes (2)	—			489
10 1/4 percent Senior Notes (3)	223			—
9 1/4 percent Senior Notes	494			493
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes (3)	695			—
6 1/8 percent Senior Notes	400			—
1 7/8 percent Convertible Senior Subordinated Notes (2)	—			22
Capital leases (3)	148			39
Merger financing notes (4):
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	7,172			2,858
Holdings:
4 percent Convertible Senior Notes	137			129
Total debt (5)	7,309			2,987
Less short-term portion	(630		)	(395		)
Total long-term debt	$	6,679		$	2,592

(1) $654 and $22 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2012. The ABL facility availability is reflected net of $62 of letters of credit. At December 31, 2012, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.3 percent and 0.9 percent, respectively.

(2) During 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities.

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

(5) In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 ¹/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at December 31, 2012 and 2011 excludes $55 of these Debentures, which are separately classified in our 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. See note 13 (“Subordinated Convertible Debentures”) for additional detail.

Short-term debt

As of December 31, 2012, our short-term debt primarily reflects $453 of borrowings under our accounts receivable securitization facility and $137 of 4 percent Convertible Senior Notes. The 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt because they were redeemable at December 31, 2012. As discussed below, in September 2012, we amended our accounts receivable securitization facility. During the year ended December 31, 2012, the monthly average amount outstanding under the accounts receivable securitization facility, including the former and amended facilities, was $315 and the weighted-average interest rate thereon was 0.9 percent. The maximum month-end amount outstanding under

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the accounts receivable securitization facility during the year ended December 31, 2012, including the former and amended facilities, was $475.

Accounts Receivable Securitization Facility. In September 2012, we amended our accounts receivable securitization facility. The amended facility 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 consolidated balance sheets. Key provisions of the amended facility include the following:

• 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 December 31, 2012, there were $536 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; and

• 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.

ABL Facility. In June 2008, Holdings, URNA, and certain of our subsidiaries entered into a credit agreement providing for a five-year $1.25 billion ABL facility, a portion of which is available for borrowing in Canadian dollars. The ABL facility was subsequently upsized, and in March 2012, the size of the facility was increased to $1.9 billion.

The ABL facility is subject to, among other things, the terms of a borrowing base derived from the value of eligible rental equipment and eligible inventory. The borrowing base is subject to certain reserves and caps customary for financings of this type. All amounts borrowed under the credit agreement must be repaid on or before October 2016. Loans under the credit agreement bear interest, at URNA’s option: (i) in the case of loans in U.S. dollars, at a rate equal to the London interbank offered rate or an alternate base rate, in each case plus a spread, or (ii) in the case of loans in Canadian dollars, at a rate equal to the Canadian prime rate or an alternate rate (Bankers Acceptance Rate), in each case plus a spread. The interest rates under the credit agreement are subject to change based on the availability in the facility. A commitment fee accrues on any unused portion of the commitments under the credit agreement at a rate per annum based on usage. Ongoing extensions of credit under the credit agreement are subject to customary conditions, including sufficient availability under the borrowing base. The credit agreement also contains covenants that, unless certain financial and other conditions are satisfied, require URNA to satisfy various financial tests and to maintain certain financial ratios. As discussed below (see “Loan Covenants and Compliance”), the only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio. Since an October 2011 amendment of the facility and through December 31, 2012, availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. In addition, the credit agreement contains customary negative covenants applicable to Holdings, URNA and our subsidiaries, including negative covenants that restrict the ability of such entities to, among other things, (i) incur additional indebtedness or engage in certain other types of financing transactions, (ii) allow certain liens to attach to assets, (iii) repurchase, or pay dividends or make certain other restricted payments on capital stock and certain other securities, (iv) prepay certain indebtedness and (v) make acquisitions and investments. The U.S. dollar borrowings under the credit agreement are secured by substantially all of our assets and substantially all of the assets of certain of our U.S. subsidiaries (other than real property and certain accounts receivable). The U.S. dollar borrowings under the credit agreement are guaranteed by Holdings and by URNA and, subject to certain exceptions, our domestic subsidiaries. Borrowings under the credit agreement by URNA’s Canadian subsidiaries are also secured by substantially all the assets of URNA’s Canadian subsidiaries and supported by guarantees from the Canadian subsidiaries and from Holdings and URNA, and, subject to certain exceptions, our domestic subsidiaries. Under the ABL facility, a change of control (as defined in the credit agreement) constitutes an event of default, entitling our lenders, among other things, to terminate our ABL facility and to require us to repay outstanding borrowings.

As of December 31, 2012, the ABL facility was our only long-term variable rate debt instrument. During the year ended December 31, 2012, the monthly average amount outstanding under the ABL facility, including the former and amended facilities, was $1,138, and the weighted-average interest rate thereon was 2.3 percent. The maximum month-end amount outstanding under the ABL facility during the year ended December 31, 2012, including the former and amended facilities, was $1,287.

9  ¹/4 percent Senior Notes. In November 2009, URNA issued $500 aggregate principal amount of 9 ¹/4  percent Senior Notes (the “9 ¹/4 percent Notes”), which are due December 15, 2019. The net proceeds from the sale of the 9 ¹/4 percent Notes were $480 (after deducting the initial purchasers’ discount and offering expenses). The 9 ¹/4 percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA’s domestic subsidiaries. The 9 ¹/4 percent Notes may be

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redeemed on or after December 15, 2014 at specified redemption prices that range from 104.625 percent in 2014 to 100.0 percent in 2017 and thereafter. The indenture governing the 9 ¹/4 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) indebtedness; (ii) restricted payments; (iii) liens; (iv) asset sales; (v) issuance of preferred stock of restricted subsidiaries; (vi) transactions with affiliates; (vii) dividend and other payment restrictions affecting restricted subsidiaries; (viii) designations of unrestricted subsidiaries; (ix) additional subsidiary guarantees and (x) mergers, consolidations or sales of substantially all of its assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 9 ¹/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the December 31, 2011 carrying value of the 9 ¹/4 percent Notes and the $500 principal amount relates to the $6 unamortized portion of the original issue discount recognized in conjunction with the issuance of these notes, which is being amortized through the above maturity date. The effective interest rate on the 9 ¹/4 percent Notes is 9.50 percent.

8 ³/8 percent Senior Subordinated Notes. In October 2010, URNA issued $750 aggregate principal amount of 8 ³/8 percent Senior Subordinated Notes (the “8 ³/8 percent Notes”), which are due September 15, 2020. The net proceeds from the sale of the 8 ³/8 percent Notes were $732 (after deducting the initial purchasers’ discount and offering expenses). The 8 ³/8 percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA’s domestic subsidiaries. The 8 ³/8  percent Notes may be redeemed by URNA on or after September 15, 2015, at specified redemption prices that range from 104.188 percent in 2015 to 100.0 percent in 2018 and thereafter. The indenture governing the 8 ³/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) additional indebtedness, (ii) restricted payments, (iii) liens, (iv) asset sales, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) dividends and other payments, (viii) designations of unrestricted subsidiaries; (ix) additional subsidiary guarantees; and (x) mergers, consolidations or sales of substantially all of our assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 8 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.

6 ¹/8 percent Senior Notes. In October 2012, URNA issued $400 aggregate principal amount of 6 ¹/8 percent Senior Notes (the “6 ¹/8 percent Notes”), which are due June 15, 2023. The net proceeds from the sale of the 6 ¹/8 percent Notes were $392 (after deducting offering expenses). The 6 ¹/8 percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 6 ¹/8 percent Notes may be redeemed by URNA on or after December 15, 2017, at specified redemption prices that range from 103.063 percent in 2017 to 100 percent in 2020 and thereafter. The indenture governing the 6 ¹/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) additional indebtedness, (ii) restricted payments, (iii) liens, (iv) asset sales, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) dividends and other payments, (viii) designations of unrestricted subsidiaries; (ix) additional subsidiary guarantees; and (x) mergers, consolidations or sales of substantially all of our assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 6 ¹/8 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.

4 percent Convertible Senior Notes. In November 2009, Holdings issued $173 aggregate principal amount of unsecured 4 percent Convertible Senior Notes (the “4 percent Convertible Notes”), which are due November 15, 2015. The net proceeds from the sale of the 4 percent Convertible Notes were approximately $167, after commissions, fees and expenses, but before the $26 cost of the convertible note hedge transactions described below. Holders of the 4 percent Convertible Notes may convert them into shares of Holdings’ common stock prior to the close of business on the business day immediately preceding May 15, 2015 (subject to earlier conversion in certain circumstances) at an initial conversion price of approximately $11.11 per share of common stock (subject to further adjustment in certain circumstances), if (i) the price of Holdings’ common stock reaches a specific threshold, (ii) the trading price of the 4 percent Convertible Notes falls below certain thresholds or (iii) specified corporate transactions occur. The difference between the December 31, 2012 carrying value of the 4 percent Convertible Notes and the outstanding principal amount of $168 reflects the $31 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 Notes were redeemable at December 31, 2012, an amount equal to the $31 unamortized portion of the original issue discount is separately classified in our consolidated balance sheets and referred to as “temporary equity.” Based on the price of our common stock during the fourth quarter of 2012, holders of the 4 percent Convertible Notes have the right to redeem the notes during the first quarter of 2013 at a conversion price of $11.11 per share of common stock. Between January 1, 2013 (the beginning of the first quarter) and January 21, 2013, none of the 4 percent Convertible 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 $687, assuming a conversion price of $45.52 (the closing price of our common stock on December 31, 2012) per share of common stock. The $168 principal amount would be settled in cash, and the remaining $519 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the December 31, 2012 closing

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stock price, approximately 11 million shares of stock, excluding any stock we would receive from the option counterparties as discussed below, would be issued if we settled the entire $519 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 December 31, 2012 closing stock price, we estimate that we would receive approximately $51 in either cash or stock from the option counterparties, after which the effective conversion price would be approximately $14.52.

If Holdings undergoes a fundamental change (as defined in the indenture governing the 4 percent Convertible Notes), holders of the 4 percent Convertible Notes may require Holdings to repurchase all or any portion of their 4 percent Convertible Notes for cash at a price equal to 100 percent of the principal amount of the 4 percent Convertible Notes to be purchased plus any accrued and unpaid interest, including any additional interest, through but excluding the fundamental change purchase date. The difference between the December 31, 2012 carrying value of the 4 percent Convertible Notes and the $168 principal amount relates to the $31 unamortized portion of the original issue discount recognized in conjunction with the issuance of these notes, which is being amortized through the above maturity date. The original issue discount increased additional paid-in capital by $33, net of taxes, in our accompanying consolidated statements of stockholders’ equity (deficit), and represents the difference between the $173 of gross proceeds from the 4 percent Convertible Notes issuance and the fair value of the debt component of the 4 percent Convertible Notes at issuance. The effective interest rate on the debt component of the 4 percent Convertible Notes is 11.60 percent. Upon conversion of the 4 percent Convertible Notes, we pay cash for the principal amount of the note, and cash, shares of our common stock, or a combination thereof, at our discretion, for the portion of the conversion value that exceeds the principal amount of the note.

In connection with the 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 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 $40.00 or $45.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 9.2 million or 9.9 million shares, respectively.

Assumed RSC Debt

10 ¹/₄ percent Senior Notes. In November 2009, RSC issued $200 aggregate principal amount of 10 ¹/4 percent Senior Notes (the “10 ¹/4 percent Notes”), which are due November 15, 2019. Upon consummation of the RSC merger, URNA assumed the 10 ¹/4 percent Notes. The 10 ¹/4 percent Notes are unsecured and are guaranteed by URNA's domestic subsidiaries, subject to limited exceptions. The 10 ¹/4 percent Notes may be redeemed on or after November 15, 2014 at specified redemption prices that range from 105.125 percent in 2014 to 100 percent in 2017 and thereafter. The indenture governing the 10 ¹/4 percent Notes contains certain restrictive covenants that apply to URNA and its restricted subsidiaries, including, among others, limitations on their ability to (i) incur additional debt, (ii) pay dividends or distributions on their capital stock or repurchase their capital stock, (iii) make certain investments, (iv) create liens on their assets to secure debt, (v) enter into transactions with affiliates, (vi) create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents, (vii) merge or consolidate with another company and (viii) transfer and sell assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 10 ¹/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the December 31, 2012 carrying value of the 10 ¹/4 percent Notes and the $200 principal amount relates to the $23 unamortized portion of the fair value adjustment recognized upon consummation of the RSC merger, which is being amortized through the above maturity date. The effective interest rate on the 10 ¹/4 percent Notes is 8.3 percent.

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

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ability to (i) incur additional debt, (ii) pay dividends or distributions on their capital stock or repurchase their capital stock, (iii) make certain investments, (iv) create liens on their assets to secure debt, (v) enter into transactions with affiliates, (vi) create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents, (vii) merge or consolidate with another company and (viii) transfer and sell assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 8 ¹/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the December 31, 2012 carrying value of the 8 ¹/4 percent Notes and the $650 principal amount relates to the $45 unamortized portion of the fair value adjustment recognized upon consummation of the RSC merger, which is being amortized through the above maturity date. The effective interest rate on the 8 ¹/4 percent Notes is 7.0 percent.

Merger Financing Notes

5 ³/₄ percent Senior Secured Notes. In March 2012, a special purpose entity formed for the purpose of issuing the notes and subsequently merged into 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 2015, to 100 percent in 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 (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) 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 Holdings, URNA and their respective subsidiaries 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), URNA 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 2016, to 100 percent in 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 (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) 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 Holdings, URNA and their respective subsidiaries 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), URNA 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 2017, to 100 percent in 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 (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) 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

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would allow Holdings, URNA and their respective subsidiaries 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), URNA 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.

Loan Covenants and Compliance

As of December 31, 2012, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

As discussed above, in October 2011, we amended the ABL facility. The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio under the amended ABL facility. Since the October 2011 amendment of the facility and through December 31, 2012, availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility will only apply in the future if availability under the ABL facility falls below the greater of 10 percent of the maximum revolver amount under the ABL facility and $150. As discussed above, in September 2012, we amended the accounts receivable securitization facility. Under the 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.

Maturities

Maturities of the Company’s debt (exclusive of any unamortized original issue discount) for each of the next five years and thereafter at December 31, 2012 are as follows:

2013	$	493
2014	36
2015	197
2016	1,202
2017	11
Thereafter	5,339
Total	$	7,278

Our 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they were redeemable at December 31, 2012. The 4 percent Convertible Senior Notes are reflected in the table above based on the contractual maturity date in 2015.

13.    Subordinated Convertible Debentures

The subordinated convertible debentures included in our consolidated balance sheets reflect the obligation to the Trust. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the Trust.

In August 1998, the Trust issued and sold $300 of QUIPS in a private offering. The Trust used the proceeds from the offering to purchase 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. The initial convertible rate was 1.146 shares of common stock per preferred security (equivalent to an initial conversion price of $43.63 per share). In July 2008, following the completion of a modified “Dutch auction” tender offer, the conversion price of the QUIPS was adjusted to $41.02 and, accordingly, each $50 (fifty dollars) in liquidation preference is now convertible into 1.219 shares of common stock. During the year ended December 31, 2011, we purchased an aggregate of $69 of QUIPS for $68. In connection with this purchase, we retired $69 principal amount of our subordinated convertible debentures and recognized a loss of $2, inclusive of the write-off of capitalized debt issuance costs. This loss is reflected in interest expense-subordinated convertible debentures, net, in our consolidated statements of income. As of December 31, 2012 and 2011, the aggregate amount of Debentures outstanding was $55.

Holders of the QUIPS are entitled to preferential cumulative cash distributions from the Trust at an annual rate of 6 ¹/2 percent of the liquidation value, accruing from the original issue date and payable quarterly in arrears beginning February 1, 1999. The distribution rate and dates correspond to the interest rate and payment dates on the Debentures. Holdings may defer

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quarterly interest payments on the Debentures for up to twenty consecutive quarters, but not beyond the maturity date of the Debentures. If Holdings’ quarterly interest payments on the Debentures are deferred, so are the corresponding cash distribution payments on the QUIPS. During any period in which Holdings is deferring its quarterly interest payments, Holdings will be prohibited from paying dividends on any of its capital stock or making principal, interest or other payments on debt securities that rank pari passu with or junior to the Debentures.

Holdings has executed a guarantee with regard to payment of the QUIPS to the extent that the Trust has insufficient funds to make the required payments.

14.    Income Taxes

The components of the provision (benefit) for income taxes from continuing operations for each of the three years in the period ended December 31, 2012 are as follows:

	Year ended December 31,
	2012			2011		2010
Current
Federal	$	—		$	—	$	—
Foreign	27			22		16
State and local	2			2		1
	29			24		17
Deferred
Federal	(22		)	36		(48		)
Foreign	2			1		(1		)
State and local	4			2		(9		)
	(16		)	39		(58		)
Total	$	13		$	63	$	(41	)

A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate of 35 percent to the income (loss) from continuing operations before provision (benefit) for income taxes for each of the three years in the period ended December 31, 2012 is as follows:

	Year ended December 31,
	2012			2011			2010
Computed tax at statutory tax rate	$	31		$	57		$	(22	)
State income taxes, net of federal tax benefit (1)	5			3			(8		)
Non-deductible expenses and other (2)	(8		)	12			(6		)
Foreign taxes	(15		)	(9		)	(5		)
Total	$	13		$	63		$	(41	)

(1) 2012 state income taxes, net of federal tax benefit includes $8 of expense primarily related to the write-off of certain state deferred tax assets as a result of the RSC acquisition.

(2) 2012 non-deductible expenses and other includes a $6 Canadian tax benefit due to settlements with the Canadian Revenue Authority and a $2 transfer pricing tax benefit. 2011 non-deductible expenses and other includes $6 due to the non-deductibility of certain costs associated with the proposed RSC acquisition and $3 related to an adjustment of federal and state deferred tax liabilities. 2010 non-deductible expenses and other includes a benefit of $7 related to a correction of a deferred tax asset recognized in prior periods.

The components of deferred income tax assets (liabilities) are as follows:

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	December 31, 2012								December 31, 2011
	Current		Non Current			Total			Current		Non Current			Total
Reserves and allowances	$	61	$	58		$	119		$	45	$	33		$	78
Intangibles	—		—			—			—		45			45
Debt cancellation and other	—		37			37			—		—			—
Net operating loss and credit carryforwards	204		245			449			59		97			156
Total deferred tax assets	265		340			605			104		175			279
Property and equipment	—		(1,236		)	(1,236		)	—		(620		)	(620		)
Intangibles	—		(405		)	(405		)	—		(5		)	(5		)
Debt cancellation and other	—		—			—			—		(18		)	(18		)
Valuation allowance	—		(1		)	(1		)	—		(2		)	(2		)
Total deferred tax liability	—		(1,642		)	(1,642		)	—		(645		)	(645		)
Total deferred income tax asset (liability)	$	265	$	(1,302	)	$	(1,037	)	$	104	$	(470	)	$	(366	)

The Company's liability for unrecognized tax benefits relates to various foreign jurisdictions. The following table summarizes the activity related to the unrecognized tax benefits:

	2012			2011
Balance at January 1	$	6		$	6
Additions for tax positions of prior years	7			—
Additions for tax positions of prior years related to RSC acquisition	6			—
Settlements	(2		)	—
Balance at December 31	$	17		$	6

The gross unrecognized tax benefits as of December 31, 2012 and 2011 include $6 and $4, respectively, of tax benefits that would impact our effective tax rate if recognized.

We include interest accrued on the underpayment of income taxes in interest expense, and penalties, if any, related to unrecognized tax benefits in selling, general and administrative expense. Interest expense of less than $1 related to income tax was reflected in our consolidated statements of income for each of the years ended December 31, 2012, 2011 and 2010.

We file income tax returns in the United States and in several foreign jurisdictions. With few exceptions, we have completed our domestic and international income tax examinations, or the statute of limitations has expired in the respective jurisdictions, for years prior to 2006. The Internal Revenue Service (“IRS”) has completed audits for periods prior to 2010. Canadian authorities have concluded income tax audits for periods through 2010. The Company paid a cash settlement of $1 in the first quarter of 2010 relating to the 2003 through 2005 Canadian transfer pricing audit, which is now closed. Transfer pricing for 2006 through 2010 is currently under audit. Included in the balance of unrecognized tax benefits at December 31, 2012 are certain tax positions under audit by the Canadian Revenue Authority ("CRA"), and it is reasonably possible that these audits will be concluded within the next 12 months. It is reasonably possible that the conclusion of these audits will result in a settlement of reported unrecognized tax benefits for those tax positions during the next 12 months. However, based on the status of the ongoing audit examinations and alternative settlement options available to the Company for certain of these tax positions, which could include legal proceedings, it is not possible to estimate the amount of the change, if any, to the previously recorded uncertain tax positions.

For financial reporting purposes, income from continuing operations before income taxes for our foreign subsidiaries was $143, $86 and $54 for the years ended December 31, 2012, 2011 and 2010, respectively. At December 31, 2012, unremitted earnings of foreign subsidiaries were approximately $347. Since it is our intention to indefinitely reinvest these earnings, no U.S. taxes have been provided for these amounts. If we changed our reinvestment policy and decided to remit earnings as a dividend, a deferred tax liability would arise. Determination of the amount of unrecognized deferred tax liability on these unremitted taxes is not practicable.

We have net operating loss carryforwards (“NOLs”) of $1,545 for state income tax purposes that expire from 2013 through 2033. We have recorded a valuation allowance against this deferred asset of less than $1 and $2 as of December 31, 2012 and 2011, respectively. We have NOLs of $1,032 for federal income tax purposes that expire beginning in 2030. We have

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not recorded a valuation allowance against this deferred tax asset because it is deemed more likely than not that such benefit will be realized in the future. The federal tax benefit of NOLs for 2012 was $16.

15.    Commitments and Contingencies

Derivative Litigation and Stockholder Class Action Lawsuits

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

On December 28, 2011, a complaint was filed in Arizona Superior Court, captioned Israni v. RSC Holdings Inc., CV20 11-020579, on behalf of a putative class of RSC's stockholders against RSC, each member of the RSC board, certain of RSC's officers, and the Company challenging the merger. In an amended complaint, filed February 24, 2012, plaintiff alleged, among other things, that the directors and officers of RSC breached their fiduciary duties by allegedly agreeing to sell RSC at an unfair and inadequate price and by allegedly failing to take steps to maximize the sale price of RSC. The complaint also alleged that RSC and the Company aided and abetted in the directors' and officers' breach of their fiduciary duties, and that the defendants' public disclosures concerning the merger have been inaccurate or incomplete. On April 19, 2012, without agreeing that any of the claims had merit, the parties reached an agreement to settle the action, pursuant to which RSC and the Company agreed to make certain additional public disclosures regarding the merger and to pay certain attorneys' fees awarded by the court. On August 27, 2012, the court granted preliminary approval of the settlement and on September 28, 2012, the settlement was approved by the court.

We are 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 position, results of operations or cash flows.

Indemnification

The Company indemnifies its officers and directors pursuant to indemnification agreements and may in addition indemnify these individuals as permitted by Delaware law.

Operating Leases

We lease rental equipment, real estate and certain office equipment under operating leases. Certain real estate leases require us to pay maintenance, insurance, taxes and certain other expenses in addition to the stated rental payments. Future minimum lease payments by year and in the aggregate, for non-cancelable operating leases with initial or remaining terms of one year or more are as follows at December 31, 2012:

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	Real Estate Leases		Non-Rental Equipment Leases
2013	$	102	$	29
2014	85		22
2015	72		19
2016	58		15
2017	40		14
Thereafter	82		16
Total	$	439	$	115

Our real estate leases provide for varying terms, including customary escalation clauses. We evaluate our operating leases in accordance with GAAP. Our leases generally include default provisions that are customary, and do not contain material adverse change clauses, cross-default provisions or subjective default provisions. In these leases, the occurrence of an event of default is objectively determinable based on predefined criteria. Based on the facts and circumstances that existed at lease inception and with consideration of our history as a lessee, we believe that it is reasonable to assume that an event of default will not occur.

Rent expense under all non-cancelable real estate, rental equipment and other equipment operating leases totaled $175, $122 and $129 for the years ended December 31, 2012, 2011 and 2010, respectively.

Capital Leases

Capital lease obligations consist primarily of vehicle and building leases with periods expiring at various dates through 2028. Capital lease obligations were $148 and $39 at December 31, 2012 and 2011, respectively. The following table presents capital lease financial statement information for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011:

	2012			2011			2010
Depreciation of rental equipment	$	15		$	3		$	6
Non-rental depreciation and amortization	4			4			4
Rental equipment	167			51
Less accumulated depreciation	(23		)	(24		)
Rental equipment, net	144			27
Property and equipment, net:
Non-rental vehicles	23			9
Buildings	17			17
Less accumulated depreciation and amortization	(9		)	(13		)
Property and equipment, net	$	31		$	13

Future minimum lease payments for capital leases for each of the next five years and thereafter at December 31, 2012 are as follows:

2013	$	46
2014	40
2015	32
2016	20
2017	12
Thereafter	17
Total	167
Less amount representing interest	(19		)
Capital lease obligations	$	148

Employee Benefit Plans

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We currently sponsor two defined contribution 401(k) retirement plans, which are subject to the provisions of the Employee Retirement Income Security Act of 1974. We also sponsor a deferred profit sharing plan for the benefit of the full-time employees of our Canadian subsidiaries. Under these plans, we match a percentage of the participants’ contributions up to a specified amount. Company contributions to the plans were $11, $6 and $2 in the years ended December 31, 2012, 2011 and 2010, respectively. The increase in company contributions in 2012 from 2011 was primarily due to the impact of the RSC acquisition. The increase in company contributions in 2011 from 2010 was primarily due to an increase in the maximum amount of the Company's matching contribution, which reflected a decision made in response to improvements in the economic environment.

Environmental Matters

The Company and its operations are subject to various laws and related regulations governing environmental matters. Under such laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as investigation of property damage. We incur ongoing expenses associated with the removal of underground storage tanks and the performance of appropriate remediation at certain of our locations.

16.    Common Stock

We have 500 million authorized shares of common stock, $0.01 par value. At December 31, 2012 and 2011, there were (i) 1.3 million and 1.5 million shares of common stock reserved for issuance pursuant to options granted under our stock option plans, respectively, (ii) 1.3 million shares of common stock reserved for the conversion of outstanding QUIPS of the Trust, respectively, (iii) 0.0 million and 1.0 million shares of common stock reserved for the conversion of 1 ⁷/8 percent Convertible Notes, respectively, and (iv) 18.9 million shares of common stock reserved for the conversion of 4 percent Convertible Notes. As discussed above (see note 12 “Debt”), based on the price of our common stock during the fourth quarter of 2012, holders of the 4 percent Convertible Notes may redeem them during the first quarter of 2013 at a conversion price of approximately $11.11 per share of common stock. Between January 1, 2013 (the beginning of the first quarter) and January 21, 2013, none of the 4 percent Convertible Notes were redeemed.

As of December 31, 2012, there were an aggregate of 1.4 million outstanding time and performance-based restricted stock units which vest in 2013, 2014, 2015 and 2016, and there were 2.9 million shares available for grant of stock and options under our 2010 Long Term Incentive Plan.

A summary of the transactions within the Company’s stock option plans follows (shares in thousands):

	Shares		Weighted-Average Exercise Price
Outstanding at January 1, 2010	2,782		$	15.40
Granted	851		8.43
Exercised	(196	)	5.63
Canceled	(84	)	11.71
Outstanding at December 31, 2010	3,353		14.30
Granted	63		31.49
Exercised	(1,831	)	19.25
Canceled	(49	)	7.85
Outstanding at December 31, 2011	1,536		9.30
Granted	1,148		22.17
Exercised	(1,362	)	15.42
Canceled	(34	)	32.26
Outstanding at December 31, 2012	1,288		13.69
Exercisable at December 31, 2010	1,932		$	19.98
Exercisable at December 31, 2011	674		$	10.14
Exercisable at December 31, 2012	770		$	10.97

As of December 31, 2012 (options in thousands):

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	Options Outstanding				Options Exercisable
Range of Exercise Prices	Amount Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Amount Exercisable	Weighted Average Exercise Price
$0.01-5.00	297	6.2	$	3.38	297	$	3.38
5.01-10.00	431	7.2	8.37		165	8.34
10.01-15.00	121	6.0	14.09		105	14.21
15.01-20.00	131	5.3	16.14		87	16.61
20.01-25.00	24	4.3	22.97		24	22.97
25.01-30.00	149	7.2	25.85		62	26.12
30.01-35.00	84	8.0	31.96		30	32.13
35.01-40.00	—	0	—		—	—
40.01-45.00	51	9.1	41.25		—	—
	1,288		$	13.69	770	$	10.97

Stockholders’ Rights Plan. Our stockholders' rights plan expired in accordance with its terms on September 27, 2011. Our board of directors elected not to renew or extend the plan.

17.    Quarterly Financial Information (Unaudited)

	First Quarter			Second Quarter			Third Quarter		Fourth Quarter		Full Year
For the year ended December 31, 2012 (1):
Total revenues	$	656		$	993		$	1,219	$	1,249	$	4,117
Gross profit	213			374			505		495		1,587
Operating income	87			46			222		236		591
Income (loss) from continuing operations	13			(52		)	73		41		75
Earnings (loss) per share from continuing operations—basic	0.21			(0.63		)	0.78		0.45		0.91
Earnings (loss) per share from continuing operations—diluted (3)	0.17			(0.63		)	0.70		0.40		0.79
Net income (loss)	13			(52		)	73		41		75
For the year ended December 31, 2011 (2):
Total revenues	$	523		$	629		$	713	$	746	$	2,611
Gross profit	138			211			274		275		898
Operating income	30			95			156		115		396
(Loss) income from continuing operations	(20		)	28			65		28		101
(Loss) earnings per share from continuing operations—basic	(0.34		)	0.45			1.04		0.45		1.62
(Loss) earnings per share from continuing operations—diluted (3)	(0.34		)	0.38			0.91		0.39		1.38
Net (loss) income	(20		)	27			65		29		101

(1) During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets.During the fourth quarter of 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/

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conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

(2) During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs.Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

(3) Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2012:
RSC merger related costs (4)	$	(0.09	)	$	(0.60	)	$	(0.05	)	$	(0.08	)	$	(0.72	)
RSC merger related intangible asset amortization (5)	—			(0.21		)	(0.25		)	(0.25		)	(0.74		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.02			0.02			—			0.03
Impact of the fair value mark-up of acquired RSC fleet and inventory (7)	—			(0.05		)	(0.09		)	(0.09		)	(0.24		)
Pre-close RSC merger related interest expense (8)	(0.10		)	(0.12		)	—			—			(0.19		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)	—			0.01			0.01			0.01			0.03
Restructuring charge (10)	—			(0.39		)	(0.23		)	(0.03		)	(0.64		)
Asset impairment charge (11)	—			(0.02		)	(0.06		)	(0.01		)	(0.10		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	—			—			—			(0.41		)	(0.45		)
Gain on sale of software subsidiary (13)	—			0.07			—			(0.01		)	0.05
For the year ended December 31, 2011:
RSC merger related costs (4)	—			$	—		$	—		$	(0.25	)	$	(0.25	)
Restructuring charge (10)	(0.01		)	$	(0.01	)	$	(0.01	)	$	(0.12	)	$	(0.16	)
Asset impairment charge (11)	—			(0.01		)	—			(0.03		)	(0.04		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	(0.01		)	—			—			(0.03		)	(0.04		)

(4) This reflects transaction costs associated with the RSC acquisition discussed in note 3 to our consolidated financial statements.

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

(6) 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.

(7) 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 subsequently sold.

(8) As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2,825 of debt in connection with the RSC merger. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.

(9) This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note 12 to our consolidated financial statements for additional detail on the acquired debt.

(10) As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC merger and our closed restructuring program.

77

(11) As discussed in note 5 to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.

(12) This reflects losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.

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

18.    Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. There were no adjustments to the 2010 weighted-average number of common shares reflected in the diluted losses per share in the table below due to the loss for the year ended December 31, 2010. The diluted earnings (losses) per share for the years ended December 31, 2012, 2011 and 2010 exclude the impact of approximately 1.8 million, 2.2 million and 10.9 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 (loss) per share (shares in thousands):

	Year Ended December 31,
	2012		2011		2010
Numerator:
Income (loss) from continuing operations	$	75	$	101	$	(22	)
Convertible debt interest—1 7/8 percent notes	—		—		—
Income (loss) from continuing operations available to common stockholders	75		101		(22		)
Loss from discontinued operation	—		—		(4		)
Net income (loss) available to common stockholders	$	75	$	101	$	(26	)
Denominator:
Denominator for basic earnings (loss) per share—weighted-average common shares	82,960		62,184		60,455
Effect of dilutive securities:
Employee stock options and warrants	720		1,037		—
Convertible subordinated notes—1 7/8 percent	—		1,015		—
Convertible subordinated notes—4 percent	10,632		8,532		—
Restricted stock units	536		581		—
Denominator for diluted earnings (loss) per share—adjusted weighted-average common shares	94,848		73,349		60,455
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.91	$	1.62	$	(0.38	)
Loss from discontinued operation	—		—		(0.06		)
Net income (loss)	$	0.91	$	1.62	$	(0.44	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.79	$	1.38	$	(0.38	)
Loss from discontinued operation	—		—		(0.06		)
Net income (loss)	$	0.79	$	1.38	$	(0.44	)

78

19.    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:

79

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	20		$	—		$	86		$	—	$	—		$	106
Accounts receivable, net	—		43			—			146			604		—			793
Intercompany receivable (payable)	168		(108		)	(49		)	(163		)	—		152			—
Inventory	—		60			—			8			—		—			68
Prepaid expenses and other assets	—		87			10			14			—		—			111
Deferred taxes	—		263			—			2			—		—			265
Total current assets	168		365			(39		)	93			604		152			1,343
Rental equipment, net	—		4,357			—			609			—		—			4,966
Property and equipment, net	41		333			16			38			—		—			428
Investments in subsidiaries	1,575		1,029			932			—			—		(3,536		)	—
Goodwill and other intangibles, net	—		3,804			—			366			—		—			4,170
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	$	137	$	40		$	—		$	—		$	453	$	—		$	630
Accounts payable	—		243			—			43			—		—			286
Accrued expenses and other liabilities	1		361			33			40			—		—			435
Total current liabilities	138		644			33			83			453		—			1,351
Long-term debt	—		6,522			150			7			—		—			6,679
Subordinated convertible debentures	55		—			—			—			—		—			55
Deferred taxes	21		1,199			—			82			—		—			1,302
Other long-term liabilities	—		63			—			2			—		—			65
Total liabilities	214		8,428			183			174			453		—			9,452
Temporary equity (note 12)	31		—			—			—			—		—			31
Total stockholders’ equity (deficit)	1,543		1,575			726			932			151		(3,384		)	1,543
Total liabilities and stockholders’ equity (deficit)	$	1,788	$	10,003		$	909		$	1,106		$	604	$	(3,384	)	$	11,026

80

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2011

								Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries		Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	6		$	—	$	30		$	—	$	—		$	36
Accounts receivable, net	—		19			9		98			338		—			464
Intercompany receivable (payable)	114		(876		)	772		(154		)	—		144			—
Inventory	—		21			15		8			—		—			44
Prepaid expenses and other assets	—		55			1		19			—		—			75
Deferred taxes	—		100			3		1			—		—			104
Total current assets	114		(675		)	800		2			338		144			723
Rental equipment, net	—		1,345			836		436			—		—			2,617
Property and equipment, net	41		177			120		28			—		—			366
Investments in subsidiaries	227		2,144			462		—			—		(2,833		)	—
Goodwill and other intangibles, net	—		130			102		140			—		—			372
Other long-term assets	4		60			1		—			—		—			65
Total assets	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	129	$	8		$	—	$	3		$	255	$	—		$	395
Accounts payable	—		120			47		39			—		—			206
Accrued expenses and other liabilities	31		139			48		45			—		—			263
Total current liabilities	160		267			95		87			255		—			864
Long-term debt	—		2,444			142		6			—		—			2,592
Subordinated convertible debentures	55		—			—		—			—		—			55
Deferred taxes	16		241			165		48			—		—			470
Other long-term liabilities	52		2			2		3			—		—			59
Total liabilities	283		2,954			404		144			255		—			4,040
Temporary equity (note 12)	39		—			—		—			—		—			39
Total stockholders’ equity (deficit)	64		227			1,917		462			83		(2,689		)	64
Total liabilities and stockholders’ equity (deficit)	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143

81

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2012

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign		SPV (1)			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	2,699		$	249		$	507	$	—		$	—		$	3,455
Sales of rental equipment	—			318			32			49		—			—			399
Sales of new equipment	—			60			7			26		—			—			93
Contractor supplies sales	—			60			7			20		—			—			87
Service and other revenues	—			58			8			17		—			—			83
Total revenues	—			3,195			303			619		—			—			4,117
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,071			116			205		—			—			1,392
Depreciation of rental equipment	—			558			50			91		—			—			699
Cost of rental equipment sales	—			223			20			31		—			—			274
Cost of new equipment sales	—			48			6			20		—			—			74
Cost of contractor supplies sales	—			44			5			13		—			—			62
Cost of service and other revenues	—			21			3			5		—			—			29
Total cost of revenues	—			1,965			200			365		—			—			2,530
Gross profit	—			1,230			103			254		—			—			1,587
Selling, general and administrative expenses	—			455			47			74		12			—			588
RSC merger related costs	—			111			—			—		—			—			111
Restructuring charge	—			95			—			4		—			—			99
Non-rental depreciation and amortization	16			160			5			17		—			—			198
Operating (loss) income	(16		)	409			51			159		(12		)	—			591
Interest expense (income), net	13			432			35			3		33			(4		)	512
Interest expense-subordinated convertible debentures	4			—			—			—		—			—			4
Other (income) expense, net	(86		)	123			10			12		(72		)	—			(13		)
Income (loss) before provision (benefit) for income taxes	53			(146		)	6			144		27			4			88
Provision (benefit) for income taxes	60			(101		)	15			28		11			—			13
(Loss) income before equity in net earnings (loss) of subsidiaries	(7		)	(45		)	(9		)	116		16			4			75
Equity in net earnings (loss) of subsidiaries	82			127			118			—		—			(327		)	—
Net income (loss)	75			82			109			116		16			(323		)	75
Other comprehensive income (loss)	9			9			8			3		—			(20		)	9
Comprehensive income (loss)	$	84		$	91		$	117		$	119	$	16		$	(343	)	$	84

(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 12 to our consolidated financial statements.

82

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2011

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	1,037		$	742		$	372		$	—		$	—		$	2,151
Sales of rental equipment	—			117			63			28			—			—			208
Sales of new equipment	—			38			21			25			—			—			84
Contractor supplies sales	—			37			25			23			—			—			85
Service and other revenues	—			43			22			18			—			—			83
Total revenues	—			1,272			873			466			—			—			2,611
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			479			352			161			—			—			992
Depreciation of rental equipment	—			220			137			66			—			—			423
Cost of rental equipment sales	—			80			44			18			—			—			142
Cost of new equipment sales	—			30			17			20			—			—			67
Cost of contractor supplies sales	—			26			17			15			—			—			58
Cost of service and other revenues	—			19			7			5			—			—			31
Total cost of revenues	—			854			574			285			—			—			1,713
Gross profit	—			418			299			181			—			—			898
Selling, general and administrative expenses	7			162			143			75			20			—			407
RSC merger related costs	—			19			—			—			—			—			19
Restructuring charge	—			7			9			3			—			—			19
Non-rental depreciation and amortization	15			19			17			6			—			—			57
Operating (loss) income	(22		)	211			130			97			(20		)	—			396
Interest expense (income), net	12			207			6			4			4			(5		)	228
Interest expense-subordinated convertible debentures, net	7			—			—			—			—			—			7
Other (income) expense, net	(73		)	61			37			12			(40		)	—			(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	32			(57		)	87			81			16			5			164
Provision (benefit) for income taxes	9			(4		)	28			24			6			—			63
Income (loss) before equity in net earnings (loss) of subsidiaries	23			(53		)	59			57			10			5			101
Equity in net earnings (loss) of subsidiaries	78			131			62			—			—			(271		)	—
Net income (loss)	101			78			121			57			10			(266		)	101
Other comprehensive (loss) income	(12		)	(12		)	(11		)	(6		)	—			29			(12		)
Comprehensive income (loss)	$	89		$	66		$	110		$	51		$	10		$	(237	)	$	89

83

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2010

									Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries		Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	940		$	629	$	265		$	—		$	—		$	1,834
Sales of rental equipment	—			73			48		23			—			—			144
Sales of new equipment	—			41			18		19			—			—			78
Contractor supplies sales	—			41			30		24			—			—			95
Service and other revenues	—			46			23		17			—			—			86
Total revenues	—			1,141			748		348			—			—			2,237
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			463			331		130			—			—			924
Depreciation of rental equipment	—			214			130		45			—			—			389
Cost of rental equipment sales	—			51			36		16			—			—			103
Cost of new equipment sales	—			34			15		16			—			—			65
Cost of contractor supplies sales	—			30			20		16			—			—			66
Cost of service and other revenues	—			20			9		3			—			—			32
Total cost of revenues	—			812			541		226			—			—			1,579
Gross profit	—			329			207		122			—			—			658
Selling, general and administrative expenses	21			149			121		56			20			—			367
Restructuring charge	—			21			13		—			—			—			34
Non-rental depreciation and amortization	13			26			17		4			—			—			60
Operating (loss) income	(34		)	133			56		62			(20		)	—			197
Interest expense (income), net	12			237			6		(3		)	4			(1		)	255
Interest expense-subordinated convertible debentures, net	8			—			—		—			—			—			8
Other (income) expense, net	(62		)	54			28		12			(35		)	—			(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	8			(158		)	22		53			11			1			(63		)
Provision (benefit) for income taxes	3			(78		)	7		22			5			—			(41		)
Income (loss) from continuing operations	5			(80		)	15		31			6			1			(22		)
Loss from discontinued operation, net of taxes	—			(4		)	—		—			—			—			(4		)
Income (loss) before equity in net (loss) earnings of subsidiaries	5			(84		)	15		31			6			1			(26		)
Equity in net (loss) earnings of subsidiaries	(31		)	53			32		—			—			(54		)	—
Net (loss) income	(26		)	(31		)	47		31			6			(53		)	(26		)
Other comprehensive income (loss)	20			20			20		13			—			(53		)	20
Comprehensive (loss) income	$	(6	)	$	(11	)	$	67	$	44		$	6		$	(106	)	$	(6	)

84

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2012

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	7		$	642		$	150		$	153		$	(231	)	$	—	$	721
Net cash used in investing activities	(7		)	(1,851		)	(155		)	(91		)	—			—		(2,104		)
Net cash provided by (used in) financing activities	—			1,223			5			(6		)	231			—		1,453
Effect of foreign exchange rates	—			—			—			—			—			—		—
Net increase in cash and cash equivalents	—			14			—			56			—			—		70
Cash and cash equivalents at beginning of period	—			6			—			30			—			—		36
Cash and cash equivalents at end of period	$	—		$	20		$	—		$	86		$	—		$	—	$	106

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2011

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	—		$	280		$	236		$	132		$	(36	)	$	—	$	612
Net cash used in investing activities	(13		)	(315		)	(241		)	(296		)	—			—		(865		)
Net cash provided by (used in) financing activities	13			37			5			(11		)	36			—		80
Effect of foreign exchange rates	—			—			—			6			—			—		6
Net increase (decrease) in cash and cash equivalents	—			2			—			(169		)	—			—		(167		)
Cash and cash equivalents at beginning of period	—			4			—			199			—			—		203
Cash and cash equivalents at end of period	$	—		$	6		$	—		$	30		$	—		$	—	$	36

85

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2010

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	14		$	304		$	77		$	82		$	(25	)	$	—	$	452
Net cash used in investing activities	(13		)	(78		)	(82		)	(50		)	—			—		(223		)
Net cash (used in) provided by financing activities	(1		)	(227		)	2			(2		)	25			—		(203		)
Effect of foreign exchange rate	—			—			—			8			—			—		8
Net (decrease) increase in cash and cash equivalents	—			(1		)	(3		)	38			—			—		34
Cash and cash equivalents at beginning of period	—			5			3			161			—			—		169
Cash and cash equivalents at end of period	$	—		$	4		$	—		$	199		$	—		$	—	$	203

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

UNITED RENTALS, INC.

(In millions)

Description	Balance at Beginning of Period		Acquired		Charged to Costs and Expenses		Deductions			Balance at End of Period
Year ended December 31, 2012:
Allowance for doubtful accounts	$	33	$	13	$	37	$	19	(a)	$	64
Reserve for obsolescence and shrinkage	2		1		13		13		(b)	3
Self-insurance reserve	83		21		84		91		(c)	97
Year ended December 31, 2011:
Allowance for doubtful accounts	$	29	$	—	$	21	$	17	(a)	$	33
Reserve for obsolescence and shrinkage	1		—		5		4		(b)	2
Self-insurance reserve	93		—		65		75		(c)	83
Year ended December 31, 2010:
Allowance for doubtful accounts	$	25	$	—	$	21	$	17	(a)	$	29
Reserve for obsolescence and shrinkage	1		—		6		6		(b)	1
Self-insurance reserve	83		—		94		84		(c)	93

The above information reflects the continuing operations of the Company for the periods presented. Additionally, because the Company has retained certain self-insurance liabilities associated with the discontinued traffic control business, those amounts have been included as well.

(a) Represents write-offs of accounts, net of recoveries.

(b) Represents write-offs.

(c) Represents payments.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item  9A. Controls and Procedures

86

Evaluation of 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 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 December 31, 2012. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2012.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012.

The Company’s financial statements included in this annual report on Form 10-K have been audited by Ernst & Young LLP, independent registered public accounting firm, as indicated in the following report. Ernst & Young LLP has also provided an attestation report on the Company’s internal control over financial reporting.

87

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of United Rentals, Inc.

We have audited United Rentals, Inc.'s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). United Rentals, Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, United Rentals, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based onthe COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of United Rentals, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2012 of United Rentals, Inc. and our report dated January 23, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Stamford, Connecticut

January 23, 2013

88

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item  9B. Other Information

Not applicable.

89

PART III

Item  10. Directors, Executive Officers, and Corporate Governance

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the 2013 Annual Meeting of Stockholders (the “2013 Proxy Statement”), which will be filed with the SEC on or before April 30, 2013.

Item  11. Executive Compensation

The information required by this Item is incorporated by reference to the applicable information in the 2013 Proxy Statement, which will be filed with the SEC on or before April 30, 2013.

Item  12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the applicable information in the 2013 Proxy Statement, which will be filed with the SEC on or before April 30, 2013.

Item  13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the applicable information in the 2013 Proxy Statement, which will be filed with the SEC on or before April 30, 2013.

Item  14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the applicable information in the 2013 Proxy Statement, which will be filed with the SEC on or before April 30, 2013.

90

PART IV

Item  15. Exhibits and Financial Statement Schedules

(a) Documents filed as a part of this report

(1) Consolidated financial statements:

Report of Independent Registered Public Accounting Firm on Financial Statements

United Rentals, Inc. Consolidated Balance Sheets-December 31, 2012 and 2011

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010

United Rentals, Inc. Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2012, 2011 and 2010

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010

Notes to consolidated financial statements

(2) Schedules to the financial statements:

Schedule II Valuation and Qualifying Accounts

Schedules other than those listed are omitted as they are not applicable or the required or equivalent information has been included in the financial statements or notes thereto.

(3) Exhibits: The exhibits to this report are listed in the exhibit index below.

(b) Description of exhibits

Exhibit Number		Description of Exhibit
2	(a)	Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
2	(b)	Agreement and Plan of Merger, dated as of April 30, 2012, by and between United Rentals (North America), Inc. and UR Merger Sub Corporation (incorporated by reference to Exhibit 1.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
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)
4	(a)	Form of Certificate representing United Rentals, Inc. Common Stock (incorporated by reference to Exhibit 4 of Amendment No. 2 to the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-39117, filed on December 3, 1997)
4	(b)	Rights Agreement, dated September 28, 2001, between United Rentals, Inc. and American Stock Transfer & Trust Co., as Rights Agent (incorporated by reference to Exhibit 4 of the United Rentals, Inc. Report on Form 8-K filed on October 5, 2001)
4	(c)	First Amendment, dated as of July 22, 2007, to the Rights Agreement, dated September 28, 2001, between United Rentals, Inc. and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on July 24, 2007)

91

Exhibit Number		Description of Exhibit
4	(d)	Second Amendment, dated as of October 16, 2008 to the Rights Agreement, dated September 28, 2001, between United Rentals, Inc. and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2008)
4	(e)	Form of Certificate of Designation for Series E Junior Participating Preferred Stock (incorporated by reference to Exhibit A of Exhibit 4 of the United Rentals, Inc. Report on Form 8-K filed on October 5, 2001)
4	(f)	Certificate of Trust of United Rentals Trust I (incorporated by reference to Exhibit 4(a) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-64463, filed on September 28, 1998)
4	(g)	Amended and Restated Trust Agreement, dated August 5, 1998, relating to United Rentals Trust I, among United Rentals, Inc., The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein (incorporated by reference to Exhibit 10(ii) of the United Rentals, Inc. Registration Statement on Form S-4, Registration No. 333-63171, filed on September 10, 1998)
4	(h)	Form of Certificate representing 6 1/2 percent Convertible Quarterly Income Preferred Securities (“QUIPs”) (incorporated by reference to Exhibit 4(e) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-64463, filed on September 28, 1998)
4	(i)	Indenture, dated August 5, 1998, relating to 6 1/2 percent Convertible Subordinated Debentures, between United Rentals, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10(hh) of the United Rentals, Inc. Registration Statement on Form S-4, Registration No. 333-63171, filed on September 10, 1998)
4	(j)	Form of Certificate representing 6 1/2 percent Convertible Subordinated Debentures (incorporated by reference to Exhibit 4(f) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-64463, filed on September 28, 1998)
4	(k)	Guarantee Agreement, dated August 5, 1998, between United Rentals, Inc. and The Bank of New York (incorporated by reference to Exhibit 10(jj) of the United Rentals, Inc. Registration Statement on Form S-4, Registration No. 333-63171, filed on September 10, 1998)
4	(l)	Supplement, dated as of September 19, 2005, relating to the QUIPs (incorporated by reference to Exhibit 4.5 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2005)
4	(m)	Indenture, dated as of October 31, 2003, relating to 1 7/8 percent Convertible Senior Subordinated Notes due 2023, among United Rentals (North America), Inc., United Rentals, Inc., as Guarantor, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2003)
4	(n)	Supplemental Indenture, dated as of September 19, 2005, relating to 1 7/8 percent Convertible Senior Subordinated Notes due 2023 (incorporated by reference to Exhibit 4.4 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2005)
4	(o)	Second Supplemental Indenture, dated as of April 30, 2012, relating to the 1 7/8 percent Convertible Senior Subordinated Notes due 2023 among United Rentals (North America), Inc., United Rentals, Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.7 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(p)	Form of 1 7/8 percent Convertible Senior Subordinated Notes due 2023 (incorporated by reference to Section 2.02 of Exhibit 4(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2003)
4	(q)	Indenture, dated as of June 9, 2009, relating to 10 7/8 percent Senior Notes due 2016, among United Rentals (North America), Inc., United Rentals, Inc., the Subsidiaries named in Schedule A and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on June 12, 2009)
4	(r)	First Supplemental Indenture, dated as of April 30, 2012, relating to the 10 7/8 percent Senior Notes due 2016, among United Rentals (North America), Inc., United Rentals, Inc., the Subsidiaries named in Schedule I, UR Merger Sub Corporation and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.5 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(s)	Form of 10 7/8 percent Senior Notes due 2016 (incorporated by reference to Exhibits A-1 and A-2 of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on June 12, 2009)

92

Exhibit Number		Description of Exhibit
4	(t)	Indenture, dated as of November 17, 2009, relating to 4 percent Convertible Senior Notes due 2015, between United Rentals, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
4	(u)	Form of 4 percent Convertible Senior Notes due 2015 (incorporated by reference to Exhibit A of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
4	(v)	Indenture, dated as of November 17, 2009, relating to 9 1/4 percent Senior Notes due 2019, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.'s subsidiaries named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
4	(w)	First Supplemental Indenture, dated April 30, 2012, relating to 9 1/4 percent Senior Notes due 2019, among United Rentals (North America), Inc., United Rentals, Inc., the subsidiaries named therein, UR Merger Sub Corporation and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(x)	Form of 9 1/4 percent Senior Notes due 2019 (incorporated by reference to Exhibit A of Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
4	(y)	Indenture, dated as of October 26, 2010, relating to 8 3/8 percent Senior Subordinated Notes due 2020, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.'s subsidiaries named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 26, 2010)
4	(z)	Supplemental Indenture, dated as of December 1, 2010, relating to 8 3/8 percent Senior Subordinated Notes due 2020 (incorporated by reference to Exhibit 4(ff) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)
4	(aa)	Second Supplemental Indenture, dated as of April 30, 2012, relating to 8 3/8 percent Senior Subordinated Notes due 2020, among United Rentals (North America), Inc., United Rentals, Inc., the subsidiaries named therein, UR Merger Sub Corporation and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.6 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(bb)	Form of 8 3/8 percent Senior Subordinated Notes due 2020 (incorporated by reference to Exhibit A of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 26, 2010)
4	(cc)	Indenture, dated as of March 9, 2012, relating to 5 3/4 percent Senior Secured Notes due 2018, between UR Financing Escrow Corporation and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.3 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
4	(dd)	First Supplemental Indenture, dated as of April 30, 2012, relating to 5 3/4 percent Senior Secured Notes due 2018, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(ee)	Indenture, dated as of March 9, 2012, relating to 7 3/8 percent Senior Notes due 2020, between UR Financing Escrow Corporation and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
4	(ff)	First Supplemental Indenture, dated as of April 30, 2012, relating to 7 3/8 percent Senior Notes due 2020, among UR Financing Escrow Corporation. UR Merger Sub Corporation, United Rentals, Inc., the subsidiaries named therein, Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(gg)	Indenture, dated as of March 9, 2012, relating to 7 5/8 percent Senior Notes due 2022, between UR Financing Escrow Corporation and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)

93

Exhibit Number		Description of Exhibit
4	(hh)	First Supplemental Indenture, dated as of April 30, 2012, relating to 7 5/8 percent Senior Notes due 2022, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(ii)	Indenture, dated as of October 30, 2012, relating to 6 1/8 percent Senior Notes due 2023, among United Rentals (North America), Inc., United Rentals, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 30, 2012)
4	(jj)	Indenture, dated as of November 17, 2009, relating to 10 1/4 percent Senior Notes due 2019, among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the RSC Holdings Inc. Report on Form 8-K filed on November 17, 2009)
4	(kk)	First Supplemental Indenture, dated as of April 30, 2012, relating to RSC 10 1/4 percent Senior Notes due 2019, between UR Merger Sub Corporation and Wells Fargo. as Trustee (incorporated by reference to Exhibit 4.8 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
4	(ll)	Second Supplemental Indenture, dated as of April 30, 2012, relating to RSC 10 1/4 percent Senior Notes due 2019, among UR Merger Sub Corporation, the subsidiaries named therein and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.9 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
4	(mm)	Indenture, dated as of January 19, 2011, relating to 8 1/4 percent Senior Notes due 2021, among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the RSC Holdings Inc. Form 8-K filed on January 20, 2011)
4	(nn)	First Supplemental Indenture, dated as of April 30, 2012, relating to RSC 8 1/4 percent Senior Notes due 2021, between UR Merger Sub Corporation and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.10 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
4	(oo)	Second Supplemental Indenture, dated as of April 30, 2012, relating to RSC 8 1/4 percent Senior Notes due 2021, among UR Merger Sub Corporation, the subsidiaries named therein and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.11 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
10	(a)	1997 Stock Option Plan of United Rentals, Inc. (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-39117, filed on October 30, 1997)‡
10	(b)	1998 Supplemental Stock Option Plan of United Rentals, Inc., as amended and restated (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2005)‡
10	(c)	2001 Stock Plan of United Rentals, Inc. (incorporated by reference to Exhibit 4.6 of the United Rentals, Inc. Registration Statement on Form S-8, No. 333-60458 filed on May 8, 2001)‡
10	(d)	2001 Comprehensive Stock Plan of United Rentals, Inc. (formerly the 2001 Senior Stock Plan) (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006)‡
10	(e)	United Rentals, Inc. Deferred Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
10	(f)*	United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective January 1, 2013‡
10	(g)	United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
10	(h)	Amendment Number One to the United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡

94

Exhibit Number		Description of Exhibit
10	(i)	United Rentals, Inc. Annual Incentive Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
10	(j)	Amendment Number One to the United Rentals, Inc. Annual Incentive Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(j) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
10	(k)	United Rentals, Inc. 2009 Annual Incentive Compensation Plan, effective for bonuses granted for the 2009 fiscal year (incorporated by reference to Annex A of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on April 30, 2009)‡
10	(l)	United Rentals, Inc. Long-Term Incentive Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
10	(m)	United Rentals, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 31, 2010)‡
10	(n)	Form of United Rentals, Inc. 2012 Performance Award Agreement for Senior Management (incorporated by reference to Exhibit 10(j) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2012)‡
10	(o)	Form of United Rentals, Inc. 2010 Long-Term Incentive Plan Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2010)‡
10	(p)	Form of United Rentals, Inc. 2010 Long Term Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2011)‡
10	(q)	United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
10	(r)	Amendment Number One to the United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(p) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
10	(s)	Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006)‡
10	(t)	Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in 2009 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2009)‡
10	(u)	Form of United Rentals, Inc., Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(e) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
10	(v)	Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006)‡
10	(w)	Form of United Rentals, Inc. 2010 Long Term Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2011) ‡
10	(x)	Form of United Rentals, Inc. Stock Option Agreement for Senior Management (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2009)‡
10	(y)	Form of United Rentals, Inc. Stock Option Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
10	(z)	Form of Directors Option Agreement of United Rentals, Inc. (incorporated by reference to Exhibit 99.1 of the United Rentals, Inc. Report on Form 8-K filed on March 8, 2005)‡

95

Exhibit Number		Description of Exhibit
10	(aa)	Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before April 30, 2013, are hereby incorporated by reference
10	(bb)	RSC Holdings Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Registration Statement on Form S-8, No. 333-181084 filed on May 1, 2012)
10	(cc)	Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on August 25, 2008)‡
10	(dd)	First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on January 15, 2009)‡***
10	(ee)	Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)‡
10	(ff)	Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10(dd) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010) ‡
10	(gg)*	Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland‡
10	(hh)	Form of 2001 Comprehensive Stock Plan Restricted Stock Unit Agreement with Michael J. Kneeland (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on August 25, 2008)‡
10	(ii)	Employment Agreement, dated as of December 1, 2008, between United Rentals, Inc. and William B. Plummer (including Restricted Stock Unit Agreement) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on November 25, 2008)‡
10	(jj)	Second Amendment, effective as of December 1, 2008, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
10	(kk)	Third Amendment, dated as of December 22, 2011, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(hh) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2011)‡
10	(ll)	Fourth Amendment, dated as of March 28, 2012, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(g) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2012) ‡
10	(mm)	Employment Agreement, dated August 30, 2006, between United Rentals, Inc. and John Fahey (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on September 1, 2006)‡
10	(nn)	First Amendment, effective as of August 30, 2006, to the Employment Agreement between United Rentals, Inc. and John Fahey (incorporated by reference to Exhibit 10(ii) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
10	(oo)	Employment Agreement, last dated September 3, 2008, between United Rentals, Inc. and Ken DeWitt (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2009)‡
10	(pp)	First Amendment, effective as of September 3, 2008, to the Employment Agreement between United Rentals, Inc. and Ken DeWitt (incorporated by reference to Exhibit 10(kk) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
10	(qq)	Severance Agreement and General Release, effective as of December 7, 2011, between United Rentals, Inc. and Ken DeWitt (incorporated by reference to Exhibit 10(mm) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2011)‡

96

Exhibit Number		Description of Exhibit
10	(rr)	Employment Agreement, dated as of February 2, 2009, between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2008)‡
10	(ss)	First Amendment, dated as of March 31, 2010, to the Employment Agreement between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
10	(tt)	Second Amendment, effective as of February 2, 2009, to the Employment Agreement between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(nn) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010) ‡
10	(uu)	Third Amendment, dated as of March 28, 2012, to the Employment Agreement between United Rentals, Inc. and Jonathan M. Gottsegen (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2012) ‡
10	(vv)	Employment Agreement, dated as of May 11, 2008, between United Rentals, Inc. and Joseph Dixon (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
10	(ww)	First Amendment, effective as of May 11, 2008, to the Employment Agreement between United Rentals, Inc. and Joseph Dixon (incorporated by reference to Exhibit 10(pp) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010) ‡
10	(xx)	Employment Agreement, dated as of March 12, 2010, between United Rentals, Inc. and Matthew Flannery (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
10	(yy)	First Amendment, effective as of March 12, 2010, to the Employment Agreement between United Rentals, Inc. and Matthew Flannery (incorporated by reference to Exhibit 10(rr) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
10	(zz)	First Amendment, dated April 28, 2008, to the Employment Agreement between United Rentals, Inc. and Dale Asplund (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2011) ‡
10	(aaa)	Form of Amendment to Executive Officer Employment Agreement (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
10	(bbb)	Form of Indemnification Agreement for executive officers and directors (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2009)‡
10	(ccc)	Amended and Restated Credit Agreement, dated October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership, Bank of America N.A., Wells Fargo Capital Finance, LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other financial institutions named therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
10	(ddd)	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 16, 2011, to that certain Amended and Restated Credit Agreement, dated as of October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership, the financial institutions party thereto from time to time (the “Lenders”), Bank of America N.A., as agent for the Lenders, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 29, 2011)
10	(eee)	Amended and Restated U.S. Security Agreement, dated October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
10	(fff)	Supplement to the U.S. Security Agreement, dated as of April 30, 2012, by and among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to the Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)

97

Exhibit Number		Description of Exhibit
10	(ggg)	Amended and Restated U.S. Intellectual Property Security Agreement, dated as of October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
10	(hhh)	Supplement to the Intellectual Property Security Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.9 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(iii)	Amended and Restated U.S. Guarantee Agreement, dated October 14, 2011, by and among United Rentals Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. named or referred to therein and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
10	(jjj)	Supplement to the U.S. Guarantee Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(kkk)	Amended and Restated Canadian Security Agreement, dated October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
10	(lll)	Supplement to the Canadian Security Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.7 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(mmm)	Amended and Restated Canadian URFLP Guarantee, dated October 14, 2011, by United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
10	(nnn)	Amended and Restated Canadian Guarantee, dated October 14, 2011, by United Rentals, Inc., United Rentals (North America), Inc. and certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. named therein (incorporated by reference to Exhibit 10.7 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
10	(ooo)	Supplement to the Canadian Guarantee Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to the Exhibit 10.8 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(ppp)	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 Note Trustee and Collateral Agent (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on July 23, 2012)
10	(qqq)	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	(rrr)	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	(sss)	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	(ttt)	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)

98

Exhibit Number		Description of Exhibit
10	(uuu)	Confirmation of Performance Undertaking, dated as of December 22, 2008, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10(xx) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2008)
10	(vvv)	Master Exchange Agreement, dated as of January 1, 2009, among United Rentals Exchange, LLC, IPX1031 LLC, United Rentals (North America), Inc. and United Rentals Northwest, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on January 7, 2009)
10	(www)	Form of Capped Call Confirmation, dated as of November 10, 2009, between United Rentals, Inc. and each of Bank of America, N.A., Citibank, N.A., Wachovia Bank, National Association and Morgan Stanley & Co. International plc (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009) ‡‡
10	(xxx)	Voting Agreement, dated as of December 15, 2011, by and between United Rentals, Inc. and OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
10	(yyy)	Commitment Letter, dated as of December 15, 2011, among United Rentals, Inc., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, WF Investment Holdings, LLC, Wells Fargo Securities, LLC and Wells Fargo Capital Finance, LLC (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
10	(zzz)	Incremental Assumption Agreement, dated as of March 5, 2012, between United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc, United Rentals Financing Limited Partnership and certain other subsidiaries of United Rentals, Inc. and Bank of America, N.A., as agent and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 8, 2012)
10	(aaaa)	Registration Rights Agreement for the 2022 Senior Notes, dated as of March 9, 2012, among UR Financing Escrow Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the purchasers named therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
10	(bbbb)	Joinder to the Registration Rights Agreement for the 2022 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(cccc)	Registration Rights Agreement for the 2020 Senior Notes, dated as of March 9, 2012, among UR Financing Escrow Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the purchasers named therein (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
10	(dddd)	Joinder to the Registration Rights Agreement for the 2020 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation. United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(eeee)	Registration Rights Agreement for the 2018 Senior Secured Notes, dated as of March 9, 2012, among UR Financing Escrow Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the purchasers named therein (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
10	(ffff)	Joinder to the Registration Rights Agreement for the 2018 Senior Secured Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)

99

Exhibit Number		Description of Exhibit
10	(gggg)	Escrow Agreement for the Notes, dated as of March 9, 2012 among UR Financing Escrow Corporation, United Rentals (North America), Inc., Wells Fargo Bank, National Association as trustee under the indentures and Wells Fargo Bank, National Association as Escrow Agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
10	(hhhh)	Intercreditor Agreement, dated as of March 9, 2012 among Bank of America, N.A. as credit agreement agent and Wells Fargo Bank, National Association as trustee under the indentures and Wells Fargo Bank, National Association as second lien collateral agent, acknowledged by UR Merger Sub Corporation, the Company and certain other grantors (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
10	(iiii)	Accession Agreement, dated as of April 30, 2012, between UR Merger Sub Corporation and Bank of America, N.A. as collateral agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
12	*	Computation of Ratio of Earnings to Fixed Charges
21	*	Subsidiaries of United Rentals, Inc.
23	*	Consent of Ernst & Young LLP
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 Annual Report on Form 10-K for the Company and URNA, for the year ended December 31, 2012, filed on January 23, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders' Equity (Deficit), (v) Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements and (vii) Schedule to the 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.

*** The First Amendment to Mr. Kneeland’s Employment Agreement corresponds to Exhibit 10(aaa).

‡ This document is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(a) of this report.

‡‡ The Company also entered into a Form of Additional Capped Call Option, dated November 13, 2009 with each of Bank of America, N.A., Citibank, N.A., Wachovia Bank, National Association and Morgan Stanley & Co. International plc which is substantially identical to Exhibit 10(yyy) and is incorporated herein by reference.

**** Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.

100

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		UNITED RENTALS, INC.
Date:	January 21, 2013	By:	/s/    MICHAEL J. KNEELAND
			Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signatures	Title	Date
/S/    JENNE K. BRITELL	Chairman	January 23, 2013
Jenne K. Britell
/S/     JOSÉ B. ALVAREZ	Director	January 23, 2013
José B. Alvarez
/S/    BOBBY J. GRIFFIN	Director	January 23, 2013
Bobby J. Griffin
/S/    PIERRE E. LEROY	Director	January 23, 2013
Pierre E. Leroy
/S/    SINGLETON B. MCALLISTER	Director	January 23, 2013
Singleton B. McAllister
/S/    BRIAN D. MCAULEY	Director	January 23, 2013
Brian D. McAuley
/S/    JOHN S. MCKINNEY	Director	January 23, 2013
John S. McKinney
/S/    JAMES H. OZANNE	Director	January 23, 2013
James H. Ozanne
/S/    JASON D. PAPASTAVROU	Director	January 23, 2013
Jason D. Papastavrou
/S/    FILIPPO PASSERINI	Director	January 23, 2013
Filippo Passerini
/S/    DONALD C. ROOF	Director	January 23, 2013
Donald C. Roof
/S/    L. “KEITH” WIMBUSH	Director	January 23, 2013
L. “Keith” Wimbush
/S/    MICHAEL J. KNEELAND	Director and Chief Executive Officer (Principal Executive Officer)	January 21, 2013
Michael J. Kneeland
/S/    WILLIAM B. PLUMMER	Chief Financial Officer (Principal Financial Officer)	January 21, 2013
William B. Plummer
/S/    JOHN J. FAHEY	Vice President, Controller (Principal Accounting Officer)	January 21, 2013
John J. Fahey

101

102

EX-10.F

Exhibit 10(f)

DD 2326-6

THE EXECUTIVE NONQUALIFIED EXCESS PLAN

PLAN DOCUMENT

THE EXECUTIVE NONQUALIFIED EXCESS PLAN

Section 1.Purpose:

By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the "Code"). The Plan is also intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 2.Definitions:

As used in the Plan, including this Section 2, references to one gender shall include the other, unless otherwise indicated by the context:

2.1"Active Participant" means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor, or (ii) at the end of the Plan Year that the Committee determines the Participant no longer meets the eligibility requirements of the Plan.

2.2"Adoption Agreement" means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Employer.

2.3"Beneficiary" means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

2.4"Board" means the Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation, "Board" shall mean the Company.

2.5"Change in Control Event" means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations thereunder.

2.6"Committee" means the persons or entity designated in the Adoption Agreement to administer the Plan. If the Committee designated in the Adoption Agreement is unable to serve, the Employer shall satisfy the duties of the Committee provided for in Section 9.

2.7"Company" means the company designated in the Adoption Agreement as such.

2.8"Compensation" shall have the meaning designated in the Adoption Agreement.

2.9"Crediting Date" means the date designated in the Adoption Agreement for crediting the amount of any Participant Deferral Credits or Employer Credits to the Deferred Compensation Account of a Participant.

2.10"Deferred Compensation Account" means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. The Deferred Compensation Account of a Participant shall include any In-Service or Education Account of the Participant, if applicable.

2.11"Disabled" means Disabled within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.

2.12 “Education Account” is an In-Service Account which will be used by the Participant for educational purposes.

2.13"Effective Date" shall be the date designated in the Adoption Agreement.

2.14"Employee" means an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee. An individual shall cease to be an Employee upon the Employee's Separation from Service.

2.15"Employer" means the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. An Employer may be a corporation, a limited liability company, a partnership or sole proprietorship.

2.16"Employer Credits" means the amounts credited to the Participant's Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.2.

2.17"Grandfathered Amounts" means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated in the Adoption Agreement.

2.18"Independent Contractor" means an individual in the Service of the

Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the termination of the Independent Contractor's Service. An Independent

Contractor shall include a director of the Employer who is not an Employee.

2.19"In-Service Account" means a separate account to be kept for each

Participant that has elected to take in-service distributions as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

2.20"Normal Retirement Age" of a Participant means the age designated in the Adoption Agreement.

2.21"Participant" means with respect to any Plan Year an Employee or

Independent Contractor who has been designated by the Committee as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant is an Employee, the individual must be a

highly compensated or management employee of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.22"Participant Deferral Credits" means the amounts credited to the

Participant's Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.1.

2.23"Participating Employer" means any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Company identified in the Adoption Agreement.

2.24"Participation Agreement" means a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 4.1

2.25"Performance-Based Compensation" means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months. Organizational or individual performance criteria are considered preestablished if established in writing within 90 days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payments based upon subjective performance criteria as provided in regulations and administrative guidance promulgated under Section 409A of the Code.

2.26"Plan" means The Executive Nonqualified Excess Plan, as herein set out and as set out in the Adoption Agreement, or as duly amended. The name of the Plan as applied to the Employer shall be designated in the Adoption Agreement.

2.27"Plan-Approved Domestic Relations Order" shall mean a judgment, decree, or order (including the approval of a settlement agreement) which is:

2.27.1    Issued pursuant to a State's domestic relations law;

2.27.2    Relates to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child or other dependent of the Participant;

2.27.3    Creates or recognizes the right of a Spouse, former Spouse, child or other dependent of the Participant to receive all or a portion of the Participant's benefits under the Plan;

2.27.4    Requires payment to such person of their interest in the Participant's benefits in a lump sum payment at a specific time; and

2.27.5    Meets such other requirements established by the Committee.

2.28"Plan Year" means the twelve-month period ending on the last day of the month designated in the Adoption Agreement; provided that the initial Plan Year may have fewer than twelve months.

2.29"Qualifying Distribution Event" means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service or Education Distribution, (v) a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.

2.30"Seniority Date" shall have the meaning designated in the Adoption Agreement.

2.31"Separation from Service" or "Separates from Service" means a "separation from service" within the meaning of Section 409A of the Code.

2.32"Service" means employment by the Employer as an Employee. For purposes of the Plan, the employment relationship is treated as continuing intact while the

Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee's right to reemployment is provided either by statute or contract. If the Participant is an Independent Contractor, "Service" shall mean the period during which the contractual relationship exists between the Employer and the Participant. The contractual relationship is not terminated if the Participant anticipates a renewal of the contract or becomes an Employee.

2.33"Service Bonus" means any bonus paid to a Participant by the Employer which is not Performance-Based Compensation.

2.34"Specified Employee" means an Employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code) at any time during the twelve month period ending on December 31 of each year (the "identification date"). Unless binding corporate action is taken to establish different rules for determining Specified Employees for all plans of the Company and its controlled group members that are subject to Section 409A of the Code, the foregoing rules and the other default rules under the regulations of Section 409A of the Code shall apply. If the person is a key employee as of any identification date, the person is treated as a Specified Employee for the twelve-month period beginning on the first day of the fourth month following the identification date.

2.35"Spouse" or ''Surviving Spouse" means, except as otherwise provided in the Plan, a person who is the legally married spouse or surviving spouse of a Participant.

2.36"Unforeseeable Emergency" means an "unforeseeable emergency" within the meaning of Section 409A of the Code.

2.37"Years of Service" means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement and Service shall be based on service with the Company and all Participating Employers.

Section 3.Participation:

The Committee in its discretion shall designate each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant who Separates from Service with the Employer and who later returns to Service will not be an Active Participant under the Plan except upon satisfaction of such terms and conditions as the Committee shall establish upon the Participant's return to Service, whether or not the Participant shall have a balance remaining in the Deferred Compensation Account under the Plan on the date of the return to Service.

Section 4.Credits to Deferred Compensation Account:

4.1Participant Deferral Credits. To the extent provided in the Adoption

Agreement, each Active Participant may elect, by entering into a Participation Agreement with the Employer, to defer the receipt of Compensation from the Employer by a dollar amount or percentage specified in the Participation Agreement. The amount of Compensation the Participant elects to defer, the Participant Deferral Credit, shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special provisions shall apply with respect to the Participant Deferral Credits of a Participant:

4.1.1    The Employer shall credit to the Participant's Deferred Compensation Account on each Crediting Date an amount equal to the total Participant Deferral Credit for the period ending on such Crediting Date.

4.1.2    An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the Committee. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect to such Participant as of the first day of January following the date such Participation Agreement is received by the Committee. A Participant's election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and shall thereafter be irrevocable. The election of a Participant shall continue in effect for subsequent years until modified by the Participant as permitted in this Section 4.1.

4.1.3    A Participant may execute and deliver a Participation Agreement to the Committee within 30 days after the date the Participant first becomes eligible to participate in the Plan to be effective as of the first payroll period next following the date the Participation Agreement is fully executed by the Participant. Whether a Participant is treated as newly eligible for participation under this Section shall be determined in accordance with Section 409A of the Code and the regulations thereunder, including (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat a previously eligible Employee as newly eligible if his benefits had been previously distributed or if he has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example, an annual bonus), where a deferral election is made under this Section but after the beginning of the performance period, the election will only apply to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

4.1.4    A Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease the portion of his future Compensation which is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written modification of the Participation Agreement to the Committee. The modification shall become effective as of the first day of January following the date such written modification is received by the Committee.

4.1.5    If the Participant performed services continuously from the later of the beginning of the performance period or the date upon which the performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation Agreement relating to the deferral of Performance-Based Compensation may be executed and delivered to the Committee no later than the date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based Compensation be made after such Compensation has become readily ascertainable.

4.1.6    If the Employer has a fiscal year other than the calendar year, Compensation relating to Service in the fiscal year of the Employer (such as a bonus based on the fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may be deferred at the Participant's election if the election to defer is made not later than the close of the Employer's fiscal year next preceding the first fiscal year in which the Participant performs any services for which such Compensation is payable.

4.1.7    Compensation payable after the last day of the Participant's taxable year solely for services provided during the final payroll period containing the last day of the Participant's taxable year (i.e., December 31) is treated for purposes of this Section 4.1 as Compensation for services performed in the subsequent taxable year.

4.1.8    The Committee may from time to time establish policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which Participant Deferral Credits may be made.

4.1.9    If a Participant becomes Disabled all currently effective deferral elections for such Participant shall be cancelled. At the time the participant is no longer Disabled, subsequent elections to defer future compensation will be permitted under this Section 4.

4.1.10 If a Participant applies for and receives a distribution on account of an Unforeseeable Emergency, all currently effective deferral elections for such Participant shall be cancelled. Subsequent elections to defer future compensation will be permitted under this Section 4.

4.1.11 If a Participant receives a hardship distribution under Section 1.401(k)-1(d)(3) of the Code or any other similar provision, all currently effective deferral elections shall be cancelled. Subsequent elections to defer future compensation under this Section 4 will not be effective until the later of the beginning of the next calendar year or six months after the date of the hardship distribution.

4.2Employer Credits. Ifdesignated by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must make distribution elections with respect to any Employer Credits credited to his Deferred Compensation Account by the deadline that would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same time, on a Participation Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1.

4.3Deferred Compensation Account. All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account of the Participant as provided in Section 8.

Section 5.Qualifying Distribution Events:

5.1Separation from Service. If the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7. Notwithstanding the foregoing, no distribution shall be made earlier than six months after the date of Separation from Service (or, if earlier, the date of death) with respect to a Participant who as of the date of Separation from Service is a Specified Employee of a corporation the stock in which is traded on an established securities market or otherwise. Any payments to which such Specified Employee would be entitled during the first six months following the date of Separation from Service shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service, and shall be adjusted for deemed investment gain and loss incurred during the six month period.

5.2Disability. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan when a Participant becomes Disabled, and the Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7.

5.3Death. If the Participant dies while in Service, the Employer shall pay a benefit to the Participant's Beneficiary in the amount designated in the Adoption Agreement. Payment of such benefit shall be made by the Employer as provided in Section 7.

5.4In-Service or Education Distributions. If the Employer designates in the Adoption Agreement that in-service or education distributions are permitted under the Plan, a Participant may designate in the Participation Agreement to

have a specified amount credited to the Participant's In-Service or Education Account for in-service or education distributions at the date specified by the Participant. In no event may an in-service or education distribution of an amount be made before the date that is two years after the first day of the year in which any deferral election to such In-Service or Education Account became effective. Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance in the In-Service or Education Account has been distributed, then the balance in the In-Service or Education Account on the date of the Qualifying Distribution Event shall be paid as provided under Section 7.1 for payments on such Qualifying Distribution Event.

5.5Change in Control Event. If the Employer designates in the Adoption

Agreement that distributions are permitted under the Plan upon the occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance in the Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section 7.

5.6Unforeseeable Emergency. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of an Unforeseeable Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in the event of an Unforeseeable Emergency, subject to the following provisions:

5.6.1    A Participant may, at any time prior to his Separation from Service for any reason, make application to the Committee to receive a distribution in a lump sum of all or a portion of the vested balance in the Deferred Compensation Account (determined as of the date the distribution, if any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant to Section 4.1.10.

5.6.2    The Participant's request for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.

5.6.3    If a distribution under this Section 5.6 is approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant's Separation from Service occurs after a request is approved in accordance with this Section 5.6.3, but prior to distribution of the full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the Plan.

5.6.4 The Committee may from time to time adopt additional policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which such distributions may be made so that the Plan may be conveniently administered.

Section 6.Vesting:

A Participant shall be fully vested in the portion of his Deferred Compensation

Account attributable to Participant Deferral Credits, and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of his Deferred Compensation Account attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule and provisions designated by the Employer in the Adoption Agreement. If a Participant's Deferred Compensation Account is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested shall thereupon be forfeited.

Section 7.Distribution Rules:

7.1Payment Options. The Employer shall designate in the Adoption

Agreement the payment options which may be elected by the Participant (lump sum, annual installments, or a combination of both). Different payment options may be made available for each Qualifying Distribution Event, and different payment options may be available for different types of Separations from Service, all as designated in the Adoption Agreement. The Participant shall elect in the Participation Agreement the method under which the vested balance in the Deferred Compensation Account will be distributed from among the designated payment options. The Participant may at such time elect a different method of payment for each Qualifying Distribution Event as specified in the Adoption Agreement. If the Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will be distributed as a lump sum.

Notwithstanding the foregoing, if certain Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant's Deferred Compensation Account is completely paid pursuant to this Section 7.1 following the occurrence of certain initial Qualifying Distribution Events, the following rules apply:

7.1.1    If the initial Qualifying Distribution Event is a Separation from Service or Disability, and the Participant subsequently dies, the remaining unpaid vested balance of a Participant's Deferred Compensation Account shall be paid as a lump sum.

7.1.2    If the initial Qualifying Distribution Event is a Change in Control Event, and any subsequent Qualifying Distribution Event occurs (except an In-Service or Education Distribution described in Section 2.29(iv)), the remaining unpaid vested balance of a Participant's Deferred Compensation Account shall be paid as provided under Section 7.1 for payments on such subsequent Qualifying Distribution Event.

7.2Timing of Payments. Payment shall be made in the manner elected by the Participant and shall commence as soon as practicable after (but no later than 60 days after) the distribution date elected for the Qualifying Distribution Event. In the event the Participant fails to make a valid election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after (but no later than 60 days after) the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A of the Code.

7.3Installment Payments. If the Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of each installment shall be made on the anniversary of the date of the first installment payment, and the amount of the installment shall be adjusted on such anniversary for credits or debits to the Participant's account pursuant to Section 8 of the Plan. Such adjustment shall be made by dividing the balance in the Deferred Compensation Account on such date by the number of installments remaining to be paid hereunder; provided that the last installment due under the Plan shall be the entire amount credited to the Participant's account on the date of payment.

7.4De Minimis Amounts. Notwithstanding any payment election made by the Participant, if the Employer designates a pre-determined de minimis amount in the Adoption Agreement, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment if at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined de minimis amount; provided, however, that such distribution will be made only where the Qualifying Distribution Event is a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable). Such payment shall be made on or before the later of (i) December 31 of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying Distribution Event occurs. In addition, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan as provided under Section 409A of the Code.

7.5Subsequent Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation Account subject to the following requirements:

7.5.1    The new election may not take effect until at least 12 months after the date on which the new election is made.

7.5.2    If the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of at least five years from the date such payment would otherwise have been made.

7.5.3    If the new election relates to a payment from the In-Service or Education Account, the new election must be made at least 12 months prior to the date of the first scheduled payment from such account.

For purposes of this Section 7.5 and Section 7.6, a payment is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.

7.6Acceleration Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly provided in regulations and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations orders and employment taxes). It is not an acceleration of the time or schedule of payment if the Employer waives or accelerates the vesting requirements applicable to a benefit under the Plan.

Section 8.Accounts; Deemed Investment; Adjustments to Account:

8.1Accounts. The Committee shall establish a book reserve account, entitled the "Deferred Compensation Account," on behalf of each Participant. The Committee shall also establish an In-Service or Education Account as a part of the Deferred Compensation Account of each Participant, if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section 8.3.

8.2Deemed Investments. The Deferred Compensation Account of a

Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined by the Committee.

8.3Adjustments to Deferred Compensation Account. With respect to each

Participant who has a Deferred Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:

8.3.1    The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account since the last preceding business day to him or for his benefit. Unless otherwise specified by the Employer, each deemed investment fund will be debited pro-rata based on the value of the investment funds as of the end of the preceding business day.

8.3.2 The Deferred Compensation Account shall be credited on each Crediting Date with the total amount of any Participant Deferral Credits and Employer Credits to such account since the last preceding Crediting Date.

8.3.3 The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment gain or loss resulting from the performance of the deemed investment funds elected by the Participant in accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and conclusive upon all concerned.

Section 9.Administration by Committee:

9.1Membership of Committee. If the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board. Any member of the Committee may resign, and his successor, if any, shall be appointed by the Board.

9.2General Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out its provisions. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committee's prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Employer with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including Employees of the Employer, such administrative or other duties as it sees fit.

9.3Indemnification. To the extent not covered by insurance, the Employer shall indemnify the Committee, each Employee, officer, director, and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Employer shall not indemnify any person for liabilities or expenses due to that person's own gross negligence or willful misconduct.

Section 10.Contractual Liability, Trust:

1.Contractual Liability. Unless otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder. This obligation shall constitute a contractual liability of the Company to the

Participants, and such payments shall be made from the general funds of the Company. The Company shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular assets of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Company, such right shall be no greater than the right of an unsecured creditor of the Company.

2.Trust. The Employer may establish a trust to assist it in meeting its obligations under the Plan. Any such trust shall conform to the requirements of a grantor trust under Revenue Procedures 92-64 and 92-65 and at all times during the continuance of the trust the principal and income of the trust shall be subject to claims of general creditors of the Employer under federal and state law. The establishment of such a trust would not be intended to cause Participants to realize current income on amounts contributed thereto, and the trust would be so interpreted and administered.

Section 11.Allocation of Responsibilities:

The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

11.1Board.

(i)    To amend the Plan;

(ii)    To appoint and remove members of the Committee; and

(iii)    To terminate the Plan as permitted in Section 14.

11.2Committee.

(i)    To designate Participants;

(ii)    To interpret the provisions of the Plan and to determine the rights

of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;

(iii)    To administer the Plan in accordance with its terms, except to the

extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;

(iv)    To account for the amount credited to the Deferred Compensation

Account of a Participant;

(v)    To direct the Employer in the payment of benefits;

(i) To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and

(vii)    To administer the claims procedure to the extent provided in Section 16.

Section 12.Benefits Not Assignable; Facility of Payments:

12.1Benefits Not Assignable. No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any

portion of such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts.

12.2Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is a Plan-Approved Domestic Relations Order. If the Committee determines that an order is a Plan-Approved Domestic Relations Order, the Committee shall cause the payment of amounts pursuant to or segregate a separate account as provided by (and to prevent any payment or act which might be inconsistent with) the Plan-Approved Domestic Relations Order.

12.3Payments to Minors and Others. If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and satisfactory evidence that another person or institution is maintaining him and that no guardian or committee has been appointed for him, may cause any payment otherwise payable to him to be made to such person or institution so maintaining him. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.

Section 13.Beneficiary:

The Participant's beneficiary shall be the person, persons, entity or entities designated by the Participant on the beneficiary designation form provided by and filed with the Committee or its designee. If the Participant does not designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the Participant does not designate a beneficiary and has no Surviving Spouse, the beneficiary shall be the Participant's estate. The designation of a beneficiary may be changed or revoked only by filing a new beneficiary designation form with the Committee or its designee. If a beneficiary (the "primary beneficiary") is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent beneficiary, if any, named in the Participant's current beneficiary designation form. If there is no contingent beneficiary, the balance shall be paid to the estate of the primary beneficiary. Any beneficiary may disclaim all or any part of any benefit to which such beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if the beneficiary who filed the disclaimer had predeceased the Participant.

Section 14.Amendment and Termination of Plan:

The Company may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce the balance in any Participant's Deferred Compensation Account as of the date of such amendment or termination, nor shall any such amendment affect the terms of the Plan relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing, the following special provisions shall apply:

14.1Termination in the Discretion of the Employer. Except as otherwise provided in Sections 14.2, the Company in its discretion may terminate the Plan and distribute benefits to Participants subject to the following requirements and any others specified under Section 409A of the Code:

14.1.1    All arrangements sponsored by the Employer that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations are terminated.

14.1.2    No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination date.

14.1.3 All benefits under the Plan are paid within 24 months of the termination date.

14.1.4 The Employer does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral of compensation at any time within 3 years following the date of termination of the Plan.

14.1.5 The termination does not occur proximate to a downturn in the financial health of the Employer.

14.2Termination Upon Change in Control Event. If the Company terminates the Plan within thirty days preceding or twelve months following a Change in Control Event, the Deferred Compensation Account of each Participant shall become fully vested and payable to the Participant in a lump sum within twelve months following the date of termination, subject to the requirements of Section 409A of the Code.

Section 15.Communication to Participants:

The Employer shall make a copy of the Plan available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer.

Section 16.Claims Procedure:

The following claims procedure shall apply with respect to the Plan:

16.1Filing of a Claim for Benefits. If a Participant or Beneficiary (the "claimant") believes that he is entitled to benefits under the Plan which are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefore with the Committee.

16.2Notification to Claimant of Decision. Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances require an extension of time), the Committee shall notify the claimant of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under ERISA following an adverse benefit determination on review. Notwithstanding the foregoing, if the claim relates to a disability determination, the Committee shall notify the claimant of the decision within 45 days (which may be extended for an additional 30 days if required by special circumstances).

16.3Procedure for Review. Within 60 days following receipt by the claimant of notice denying his claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be given an opportunity to review pertinent documents and to submit issues and comments in writing.

16.4Decision on Review. The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:

16.4.1    Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. Notwithstanding the foregoing, if the claim relates to a disability determination, the Committee shall notify the claimant of the decision within 45 days (which may be extended for an additional 45 days if required by special circumstances).

16.4.2    With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall set forth:

(i) the specific reason or reasons for the adverse determination;

(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits; and

(iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain the information about such procedures, as well as a statement of the claimant's right to bring an action under ERISA section 502(a).

16.4.3 The decision of the Committee shall be final and conclusive.

16.5Action by Authorized Representative of Claimant. All actions set forth in this Section 16 to be taken by the claimant may likewise be taken by a representative of the claimant duly authorized by him to act in his behalf on such matters. The Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of any such representative.

Section 17.Miscellaneous Provisions:

17.1Set off. The Employer may at any time offset a Participant's Deferral Compensation Account by an amount up to $5,000 to collect the amount of any loan, cash advance, extension of other credit or other obligation of the Participant to the Employer that is then due and payable in accordance with the requirements of Section 409A of the Code.

17.2Notices. Each Participant who is not in Service and each Beneficiary shall be responsible for furnishing the Committee or its designee with his current address for the mailing of notices and benefit payments. Any notice required or permitted to be given to such Participant or Beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant or Beneficiary furnishes the proper address. This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.

17.3Lost Distributees. A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom payment is due by the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of return pursuant to Section 8.2 shall cease to be applied to the Participant's account following the

first anniversary of such date; provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf of the Participant or Beneficiary for all or part of the forfeited benefit.

17.4Reliance on Data. The Employer and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer and the Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or Beneficiary.

17.5Headings. The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

17.6Continuation of Employment. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee or to deal with him without regard to the effect thereof under the Plan.

17.7Merger or Consolidation; Assumption of Plan. No Employer shall consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a "Successor Entity") unless such Successor Entity shall assume the rights, obligations and liabilities of the Employer under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein shall prohibit the assumption of the obligations and liabilities of the Employer under the Plan by any Successor Entity.

17.8Construction. The Employer shall designate in the Adoption Agreement the state according to whose laws the provisions of the Plan shall be construed and enforced, except to the extent that such laws are superseded by ERISA and the applicable requirements of the Code.

17.9Taxes. The Employer or other payor may withhold a benefit payment under the Plan or a Participant's wages, or the Employer may reduce a Participant's Account balance, in order to meet any federal, state, or local or employment tax withholding obligations with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

Section 18.Transition Rules:

This Section 18 does not apply to plans newly established on or after January 1, 2009.

18.12005 Election Termination. Notwithstanding Section 4.1.4, at any time during 2005, a Participant may terminate a Participation Agreement, or modify a Participation Agreement to reduce the amount of Compensation subject to the deferral election, so long as the Compensation subject to the terminated or modified Participation Agreement is includible in the income of the Participant in 2005 or, if later, in the taxable year in which the amounts are earned and vested.

18.22005 Deferral Election. The requirements of Section 4.1.2 relating to the timing of the Participation Agreement shall not apply to any deferral elections made on or before March 15, 2005, provided that (a) the amounts to which the deferral election relate have not been paid or become payable at the time of the election, (b) the Plan was in existence on or before December 31, 2004, (c) the election to defer compensation is made in accordance with the terms of the Plan as in effect on December 31, 2005 (other than a requirement to make a deferral election after March 15, 2005), and (d) the Plan is otherwise operated in accordance with the requirements of Section 409A of the Code.

18.32005 Termination of Participation; Distribution. Notwithstanding anything in this Plan to the contrary, at any time during 2005, a Participant may terminate his or her participation in the Plan and receive a distribution of his Deferred

Compensation Account balance on account of that termination, so long as the full amount of such distribution is includible in the Participant's income in 2005 or, if later, in the taxable year of the Participant in which the amount is earned and vested.

18.4Payment Elections. Notwithstanding the provisions of Sections 7.1 or 7.5 of the Plan, a Participant may elect on or before December 31, 2008, the time or form of payment of amounts subject to Section 409A of the Code provided that such election applies only to amounts that would not otherwise be payable in the year of the election and does not cause an amount to paid in the year of the election that would not otherwise be payable in such year.

EX-10.GG

Exhibit 10(gg)

FIFTH AMENDMENT TO THE

EMPLOYMENT AGREEMENT

This Fifth Amendment to the Employment Agreement (this “Amendment”), between United Rentals, Inc. (the “Company”) and Michael J. Kneeland (“Executive”), is made effective as of October 22, 2012.

WHEREAS, the parties entered into an Employment Agreement on August 22, 2008, which was subsequently amended on December 30, 2008, January 15, 2009, March 13, 2009, and October 26, 2012 (with an effective date of August 22, 2008) (the “Employment Agreement”);

WHEREAS, the Compensation Committee of the Board of Directors of the Company is authorized and empowered by the Board of Directors of the Company to provide oversight of executive officer and director compensation of the Company and to review and to determine and approve the compensation of Executive based on a number of factors, including competitive market data relevant to executive compensation;

WHEREAS, Section 3(a) of the Employment Agreement permits the Compensation Committee of the Board of Directors of the Company, in its discretion, to increase the base salary of Executive;

WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined, following a review of competitive market data and other factors, that it is advisable and in the best interests of the Company to enter into this Amendment to reflect an increase in the base salary of Executive.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive hereby agree as follows (all capitalized terms used herein which are not defined herein shall have the meanings given such terms in the Employment Agreement):

1.     Section 3(a) of the Employment Agreement is hereby deleted in its entirety and restated to read as follows:

“Base Salary. The Company agrees to pay to Executive a base salary (the “Base Salary”) at the annual rate of $950,000. The Compensation Committee of the Board of Directors of the Company may determine in its sole discretion to increase, but not decrease, the Base Salary. Payments of the Base Salary shall be payable in equal installments in accordance with the Company's standard payroll practices.”

2.     Except as set forth in this Amendment, the Employment Agreement shall remain in effect as prior to the date hereof.

[Signature Page Follows.]

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed on its behalf by an officer thereunto duly authorized and Executive has duly executed this Amendment, effective as of the date and year first written above.

UNITED RENTALS, INC.

By: /s/ Jonathan M. Gottsegen

Name: Jonathan M. Gottsegen

Title: Senior Vice President, General Counsel & Corporate Secretary

EXECUTIVE

/s/ Michael J. Kneeland

Michael J. Kneeland

EX-12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratios)

	Year Ended December 31,
	2008			2009			2010			2011			2012
Earnings:
Income (loss) from continuing operations before provision (benefit) for income taxes	$	(813	)	$	(107	)	$	(63	)	$	164		$	88
Add:
Fixed charges, net of capitalized interest	277			288			279			271			504
Total earnings available for fixed charges	(536		)	181			216			435			592
Fixed charges (1):
Interest expense, net	174			226			255			228			512
Add back interest income, which is netted in interest expense	6			1			1			1			2
Add back refinance charges/gains (losses) on bond repurchases/retirement of subordinated convertible debentures, included in interest expense	41			20			(28		)	(5		)	(72		)
Interest expense—subordinated convertible debentures, net	9			(4		)	8			7			4
Capitalized interest	1			1			—			—			—
Interest component of rent expense	47			45			43			40			58
Fixed charges	$	278		$	289		$	279		$	271		$	504
Ratio of earnings to fixed charges	—(2)(3)			—  (2)			—  (2)			1.6x			1.2x

_________________

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

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

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

EX-21

Exhibit 21

UNITED RENTALS, INC. & SUBSIDIARIES

The entities that are indented are subsidiaries of the entity under which they are indented. Except as otherwise indicated, 100 percent of the voting equity of each of the subsidiaries listed below is owned by its parent.

Name of Company	Jurisdiction of Incorporation
UNITED RENTALS, INC. (f/k/a United Rentals Holdings, Inc.)	Delaware
A. United Rentals Trust I	Delaware
B. United Rentals (North America), Inc. (f/k/a UR Merger Sub Corporation)	Delaware
1. United Rentals Highway Technologies Gulf, LLC (f/k/a United Rentals Highway Technologies Gulf, Inc.)	Delaware
(a) United Rentals of Canada, Inc.	Canada
2. United Rentals (Delaware), Inc.	Delaware
(i) United Rentals of Nova Scotia (No.1), ULC	Nova Scotia
(ii) United Rentals of Nova Scotia (No.2), ULC	Nova Scotia
(y) United Rentals Financing Limited Partnership (United Rentals of Nova Scotia (No. 1), ULC is 96.807% General Partner and United Rentals of Nova Scotia (No. 2), ULC is 3.193% Limited Partner)	Delaware
(z) UR Canadian Financing Partnership (United Rentals Financing Limited Partnership is 99.898% Managing Partner, United Rentals Nova Scotia (No.2), ULC is 0.102% Non-Managing Partner)	Nova Scotia
3. United Rentals Realty, LLC (United Rentals (North America), Inc. is the sole member and United Rentals, Inc. is the manager)	Delaware
4. United Rentals Receivables LLC II (United Rentals (North America), Inc. is the sole member and United Rentals, Inc. is the manager)	Delaware

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-70345) pertaining to the 1997 Stock Option Plan, 1998 Stock Option Plan, and 1998 Supplemental Stock Option Plan of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-133256) pertaining to the 1998 Stock Option Plan, and 1998 Supplemental Stock Option Plan of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-60458) pertaining to the 2001 Stock Plan of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-139589) pertaining to the 2001 Comprehensive Stock Plan of United Rentals, Inc., the Registration Statements (Form S-8 No. 333-98567) pertaining to the United Rentals, Inc. 401(k) Investment Plan and United Rentals, Inc. Acquisition Plan of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-162818) pertaining to the United Rentals, Inc. 401(k) Investment Plan, the Registration Statement (Form S-8 No. 333-113787) pertaining to the 2001 Senior Stock Plan of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-116882) pertaining to the Deferred Compensation Plan for Directors of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-166743) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-182008) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc., the Registration Statement (Form S-8 No. 333-181084) pertaining to the RSC Holdings Inc. Amended and Restated Stock Incentive Plan, and the Registration Statement (Form S-3 No. 333-177522) of United Rentals, Inc. and in the related Prospectus for the registration of United Rentals, Inc. debt securities, shares of common stock, rights, shares of preferred stock, and warrants and United Rentals (North America), Inc. debt securities of our reports dated January 23, 2013, with respect to the consolidated financial statements and schedule of United Rentals, Inc. and the effectiveness of internal control over financial reporting of United Rentals, Inc. included in this Annual Report (Form 10-K) of United Rentals, Inc. for the year ended December 31, 2012.

/s/ Ernst & Young LLP

Stamford, Connecticut

January 23, 2013

EX-31.A

Exhibit 31(a)

CERTIFICATIONS

I, Michael J. Kneeland, certify that:

1. I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended December 31, 2012;

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

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

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

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

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

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

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

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

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

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

January 21, 2013

/S/    MICHAEL J. KNEELAND

Michael J. Kneeland

Chief Executive Officer

EX-31.B

Exhibit 31(b)

CERTIFICATIONS

I, William B. Plummer, certify that:

1. I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended December 31, 2012;

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

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

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

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

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

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

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

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

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

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

January 21, 2013

/s/    WILLIAM B. PLUMMER

William B. Plummer

Chief Financial Officer

EX-32.A

Exhibit 32(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, Michael J. Kneeland, Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

January 21, 2013

/s/    MICHAEL J. KNEELAND

Michael J. Kneeland

Chief Executive Officer

EX-32.B

Exhibit 32(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, William B. Plummer, Chief Financial Officer of the Companies, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

January 21, 2013

/s/    WILLIAM B. PLUMMER

William B. Plummer

Chief Financial Officer

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

The estimated fair values of our other financial instruments at December 31, 2012 and 2011 have been calculated based upon available market information or an appropriate valuation technique, and are as follows:

	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1:
Subordinated convertible debentures	$	55	$	63	$	55	$	49
Senior and senior subordinated notes	5,387		5,881		1,732		1,795
Level 2:
4 percent Convertible Senior Notes (1)	137		155		129		138
Level 3:
Capital leases (2)	148		145		39		33

(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 6.9 percent.

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

XML

Segment Information (Narrative) (Details)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
General Rentals [Member]
Product Information [Line Items]
Number of geographic regions entity operates in (in locations)	12
General Construction And Industrial Equipment [Member] | General Rentals [Member]
Product Information [Line Items]
Percentage of equipment rental revenue	45.00%	41.00%	41.00%
Aerial Work Platforms [Member] | General Rentals [Member]
Product Information [Line Items]
Percentage of equipment rental revenue	36.00%	39.00%	40.00%
General Tools And Light Equipment [Member] | General Rentals [Member]
Product Information [Line Items]
Percentage of equipment rental revenue	9.00%	8.00%	9.00%
Trench Safety Equipment [Member] | Trench Safety, Power and HVAC [Member]
Product Information [Line Items]
Percentage of equipment rental revenue	4.00%	6.00%	5.00%
Power And HVAC Equipment [Member] | Trench Safety, Power and HVAC [Member]
Product Information [Line Items]
Percentage of equipment rental revenue	6.00%	6.00%	5.00%

XML

Acquisitions (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			3 Months Ended		9 Months Ended	12 Months Ended			12 Months Ended				12 Months Ended			9 Months Ended		1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 RSC [Member]	Dec. 31, 2011 RSC [Member]	Dec. 31, 2012 RSC [Member]	Dec. 31, 2012 RSC [Member]	Dec. 31, 2011 RSC [Member]	Apr. 30, 2012 RSC [Member] Locations	Dec. 31, 2011 Coble Trench Safety [Member]	Feb. 29, 2012 Coble Trench Safety [Member] Locations	Apr. 30, 2012 United States [Member] RSC [Member] Locations	Apr. 30, 2012 Canadian provinces [Member] RSC [Member] Locations	Dec. 31, 2012 Current Restructuring Program [Member]		Dec. 31, 2012 Current Restructuring Program [Member] RSC [Member]	Dec. 31, 2012 Scenario, Forecast [Member] Acquisition [Member] Minimum [Member] RSC [Member]	Dec. 31, 2012 Scenario, Forecast [Member] Acquisition [Member] Maximum [Member] RSC [Member]	Jan. 20, 2013 Scenario, Forecast [Member] Current Restructuring Program [Member] Acquisition [Member] Minimum [Member] RSC [Member]	Jan. 20, 2013 Scenario, Forecast [Member] Current Restructuring Program [Member] Acquisition [Member] Maximum [Member] RSC [Member]
Business Acquisition [Line Items]
Percentage of equity interest acquired									100.00%
Revenue reported by acquired entity for last annual period								$ 1,500		$ 20
Number of rental locations (in locations)									440		11	43	3
RSC merger related costs	111	19	0	13	19												15	20
Interim bridge financing fees						31
Capitalized debt issuance costs						67
Increase in the volume of OEC on rent							63.20%
Restructuring charge	$ 99	$ 19	$ 34											$ 96	[1]	$ 96			$ 5	$ 10

[1] Reflected in our consolidated statements of income as “Restructuring charge.” The restructuring charges are not allocated to our segments.

XML

Debt (Short Term Debt Narrative) (Details) (USD $) In Millions, unless otherwise specified					1 Months Ended	12 Months Ended				12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Sep. 30, 2012 Accounts Receivable Securitization Facility [Member]	Dec. 31, 2012 Accounts Receivable Securitization Facility [Member]	Dec. 31, 2012 4 percent Convertible Senior Notes [Member]	Dec. 31, 2011 4 percent Convertible Senior Notes [Member]	Nov. 30, 2009 4 percent Convertible Senior Notes [Member]	Dec. 31, 2012 $1.9 billion ABL Facility [Member]	Sep. 30, 2012 Original Terms [Member] Accounts Receivable Securitization Facility [Member]	Dec. 31, 2012 Original Terms [Member] $1.9 billion ABL Facility [Member]	Sep. 30, 2012 Amended Terms [Member] Accounts Receivable Securitization Facility [Member]	Dec. 31, 2012 Amended Terms [Member] $1.9 billion ABL Facility [Member]	Dec. 31, 2012 Subsidiaries [Member]	Dec. 31, 2011 Subsidiaries [Member]	Dec. 31, 2012 Subsidiaries [Member] Accounts Receivable Securitization Facility [Member]		Dec. 31, 2011 Subsidiaries [Member] Accounts Receivable Securitization Facility [Member]		Dec. 31, 2012 Subsidiaries [Member] $1.9 billion ABL Facility [Member]		Dec. 31, 2011 Subsidiaries [Member] $1.9 billion ABL Facility [Member]		Dec. 31, 2012 Parent Company [Member] 4 percent Convertible Senior Notes [Member]		Dec. 31, 2011 Parent Company [Member] 4 percent Convertible Senior Notes [Member]
Short-term Debt [Line Items]
Total debt	$ 7,309	[1]	$ 2,987	[1]											$ 7,172	$ 2,858	$ 453	[2]	$ 255	[2]	$ 1,184	[2]	$ 810	[2]	$ 137	[3]	$ 129
Stated interest rate							4.00%	4.00%	4.00%
Average outstanding amount						315
Interest rate during period						0.90%
Maximum month-end outstanding amount						475
Line of credit facility, maximum borrowing capacity											300	1,250	475	1,900
Extension period					364 days
Collateral amount						536
Line of credit facility, average outstanding amount										1,138
Line of credit facility, interest rate during period										2.30%
Line of credit facility, maximum month-end outstanding amount										$ 1,287

[1] In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 1/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 1/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at December 31, 2012 and 2011 excludes $55 of these Debentures, which are separately classified in our 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. See note 13 (“Subordinated Convertible Debentures”) for additional detail.

[2] $654 and $22 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2012. The ABL facility availability is reflected net of $62 of letters of credit. At December 31, 2012, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.3 percent and 0.9 percent, respectively.

[3] 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 6.9 percent.

XML

Segment Information (Financial information by segment) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Segment Reporting Information [Line Items]
Equipment rentals																	$ 3,455		$ 2,151		$ 1,834
Sales of rental equipment																	399		208		144
Sales of new equipment																	93		84		78
Contractor supplies sales																	87		85		95
Service and other revenues																	83		83		86
Total revenues	1,249	[1]	1,219	[1]	993	[1]	656	[1]	746	[2]	713	[2]	629	[2]	523	[2]	4,117	[1]	2,611	[2]	2,237
Depreciation and amortization expense																	897		480		449
Equipment rentals gross profit																	1,364		736		521
Capital expenditures																	1,369		810		374
Total assets	11,026								4,143								11,026		4,143
General Rentals [Member]
Segment Reporting Information [Line Items]
Equipment rentals																	3,188		1,953		1,693
Sales of rental equipment																	387		201		134
Sales of new equipment																	86		77		72
Contractor supplies sales																	80		79		89
Service and other revenues																	79		79		83
Total revenues																	3,820		2,389		2,071
Depreciation and amortization expense																	850		448		426
Equipment rentals gross profit																	1,239		643		461
Capital expenditures																	1,285		739		344
Total assets	10,545								3,776								10,545		3,776
Trench Safety, Power and HVAC [Member]
Segment Reporting Information [Line Items]
Equipment rentals																	267		198		141
Sales of rental equipment																	12		7		10
Sales of new equipment																	7		7		6
Contractor supplies sales																	7		6		6
Service and other revenues																	4		4		3
Total revenues																	297		222		166
Depreciation and amortization expense																	47		32		23
Equipment rentals gross profit																	125		93		60
Capital expenditures																	84		71		30
Total assets	$ 481								$ 367								$ 481		$ 367

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

XML

Commitments and Contingencies (Future Minimum Operating Lease Payments) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating leases, rent expense, minimum rentals	$ 175	$ 122	$ 129
Real Estate Leases [Member]
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2013	102
2014	85
2015	72
2016	58
2017	40
Thereafter	82
Total	439
Non-Rental Equipment Leases [Member]
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2013	29
2014	22
2015	19
2016	15
2017	14
Thereafter	16
Total	$ 115

XML

Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Balance Sheets

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	20		$	—		$	86		$	—	$	—		$	106
Accounts receivable, net	—		43			—			146			604		—			793
Intercompany receivable (payable)	168		(108		)	(49		)	(163		)	—		152			—
Inventory	—		60			—			8			—		—			68
Prepaid expenses and other assets	—		87			10			14			—		—			111
Deferred taxes	—		263			—			2			—		—			265
Total current assets	168		365			(39		)	93			604		152			1,343
Rental equipment, net	—		4,357			—			609			—		—			4,966
Property and equipment, net	41		333			16			38			—		—			428
Investments in subsidiaries	1,575		1,029			932			—			—		(3,536		)	—
Goodwill and other intangibles, net	—		3,804			—			366			—		—			4,170
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	$	137	$	40		$	—		$	—		$	453	$	—		$	630
Accounts payable	—		243			—			43			—		—			286
Accrued expenses and other liabilities	1		361			33			40			—		—			435
Total current liabilities	138		644			33			83			453		—			1,351
Long-term debt	—		6,522			150			7			—		—			6,679
Subordinated convertible debentures	55		—			—			—			—		—			55
Deferred taxes	21		1,199			—			82			—		—			1,302
Other long-term liabilities	—		63			—			2			—		—			65
Total liabilities	214		8,428			183			174			453		—			9,452
Temporary equity (note 12)	31		—			—			—			—		—			31
Total stockholders’ equity (deficit)	1,543		1,575			726			932			151		(3,384		)	1,543
Total liabilities and stockholders’ equity (deficit)	$	1,788	$	10,003		$	909		$	1,106		$	604	$	(3,384	)	$	11,026

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2011

								Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries		Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	6		$	—	$	30		$	—	$	—		$	36
Accounts receivable, net	—		19			9		98			338		—			464
Intercompany receivable (payable)	114		(876		)	772		(154		)	—		144			—
Inventory	—		21			15		8			—		—			44
Prepaid expenses and other assets	—		55			1		19			—		—			75
Deferred taxes	—		100			3		1			—		—			104
Total current assets	114		(675		)	800		2			338		144			723
Rental equipment, net	—		1,345			836		436			—		—			2,617
Property and equipment, net	41		177			120		28			—		—			366
Investments in subsidiaries	227		2,144			462		—			—		(2,833		)	—
Goodwill and other intangibles, net	—		130			102		140			—		—			372
Other long-term assets	4		60			1		—			—		—			65
Total assets	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	129	$	8		$	—	$	3		$	255	$	—		$	395
Accounts payable	—		120			47		39			—		—			206
Accrued expenses and other liabilities	31		139			48		45			—		—			263
Total current liabilities	160		267			95		87			255		—			864
Long-term debt	—		2,444			142		6			—		—			2,592
Subordinated convertible debentures	55		—			—		—			—		—			55
Deferred taxes	16		241			165		48			—		—			470
Other long-term liabilities	52		2			2		3			—		—			59
Total liabilities	283		2,954			404		144			255		—			4,040
Temporary equity (note 12)	39		—			—		—			—		—			39
Total stockholders’ equity (deficit)	64		227			1,917		462			83		(2,689		)	64
Total liabilities and stockholders’ equity (deficit)	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143

Condensed Consolidating Statements of Income

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2012

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign		SPV (1)			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	2,699		$	249		$	507	$	—		$	—		$	3,455
Sales of rental equipment	—			318			32			49		—			—			399
Sales of new equipment	—			60			7			26		—			—			93
Contractor supplies sales	—			60			7			20		—			—			87
Service and other revenues	—			58			8			17		—			—			83
Total revenues	—			3,195			303			619		—			—			4,117
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,071			116			205		—			—			1,392
Depreciation of rental equipment	—			558			50			91		—			—			699
Cost of rental equipment sales	—			223			20			31		—			—			274
Cost of new equipment sales	—			48			6			20		—			—			74
Cost of contractor supplies sales	—			44			5			13		—			—			62
Cost of service and other revenues	—			21			3			5		—			—			29
Total cost of revenues	—			1,965			200			365		—			—			2,530
Gross profit	—			1,230			103			254		—			—			1,587
Selling, general and administrative expenses	—			455			47			74		12			—			588
RSC merger related costs	—			111			—			—		—			—			111
Restructuring charge	—			95			—			4		—			—			99
Non-rental depreciation and amortization	16			160			5			17		—			—			198
Operating (loss) income	(16		)	409			51			159		(12		)	—			591
Interest expense (income), net	13			432			35			3		33			(4		)	512
Interest expense-subordinated convertible debentures	4			—			—			—		—			—			4
Other (income) expense, net	(86		)	123			10			12		(72		)	—			(13		)
Income (loss) before provision (benefit) for income taxes	53			(146		)	6			144		27			4			88
Provision (benefit) for income taxes	60			(101		)	15			28		11			—			13
(Loss) income before equity in net earnings (loss) of subsidiaries	(7		)	(45		)	(9		)	116		16			4			75
Equity in net earnings (loss) of subsidiaries	82			127			118			—		—			(327		)	—
Net income (loss)	75			82			109			116		16			(323		)	75
Other comprehensive income (loss)	9			9			8			3		—			(20		)	9
Comprehensive income (loss)	$	84		$	91		$	117		$	119	$	16		$	(343	)	$	84

(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 12 to our consolidated financial statements.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2011

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	1,037		$	742		$	372		$	—		$	—		$	2,151
Sales of rental equipment	—			117			63			28			—			—			208
Sales of new equipment	—			38			21			25			—			—			84
Contractor supplies sales	—			37			25			23			—			—			85
Service and other revenues	—			43			22			18			—			—			83
Total revenues	—			1,272			873			466			—			—			2,611
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			479			352			161			—			—			992
Depreciation of rental equipment	—			220			137			66			—			—			423
Cost of rental equipment sales	—			80			44			18			—			—			142
Cost of new equipment sales	—			30			17			20			—			—			67
Cost of contractor supplies sales	—			26			17			15			—			—			58
Cost of service and other revenues	—			19			7			5			—			—			31
Total cost of revenues	—			854			574			285			—			—			1,713
Gross profit	—			418			299			181			—			—			898
Selling, general and administrative expenses	7			162			143			75			20			—			407
RSC merger related costs	—			19			—			—			—			—			19
Restructuring charge	—			7			9			3			—			—			19
Non-rental depreciation and amortization	15			19			17			6			—			—			57
Operating (loss) income	(22		)	211			130			97			(20		)	—			396
Interest expense (income), net	12			207			6			4			4			(5		)	228
Interest expense-subordinated convertible debentures, net	7			—			—			—			—			—			7
Other (income) expense, net	(73		)	61			37			12			(40		)	—			(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	32			(57		)	87			81			16			5			164
Provision (benefit) for income taxes	9			(4		)	28			24			6			—			63
Income (loss) before equity in net earnings (loss) of subsidiaries	23			(53		)	59			57			10			5			101
Equity in net earnings (loss) of subsidiaries	78			131			62			—			—			(271		)	—
Net income (loss)	101			78			121			57			10			(266		)	101
Other comprehensive (loss) income	(12		)	(12		)	(11		)	(6		)	—			29			(12		)
Comprehensive income (loss)	$	89		$	66		$	110		$	51		$	10		$	(237	)	$	89

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2010

									Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries		Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	940		$	629	$	265		$	—		$	—		$	1,834
Sales of rental equipment	—			73			48		23			—			—			144
Sales of new equipment	—			41			18		19			—			—			78
Contractor supplies sales	—			41			30		24			—			—			95
Service and other revenues	—			46			23		17			—			—			86
Total revenues	—			1,141			748		348			—			—			2,237
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			463			331		130			—			—			924
Depreciation of rental equipment	—			214			130		45			—			—			389
Cost of rental equipment sales	—			51			36		16			—			—			103
Cost of new equipment sales	—			34			15		16			—			—			65
Cost of contractor supplies sales	—			30			20		16			—			—			66
Cost of service and other revenues	—			20			9		3			—			—			32
Total cost of revenues	—			812			541		226			—			—			1,579
Gross profit	—			329			207		122			—			—			658
Selling, general and administrative expenses	21			149			121		56			20			—			367
Restructuring charge	—			21			13		—			—			—			34
Non-rental depreciation and amortization	13			26			17		4			—			—			60
Operating (loss) income	(34		)	133			56		62			(20		)	—			197
Interest expense (income), net	12			237			6		(3		)	4			(1		)	255
Interest expense-subordinated convertible debentures, net	8			—			—		—			—			—			8
Other (income) expense, net	(62		)	54			28		12			(35		)	—			(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	8			(158		)	22		53			11			1			(63		)
Provision (benefit) for income taxes	3			(78		)	7		22			5			—			(41		)
Income (loss) from continuing operations	5			(80		)	15		31			6			1			(22		)
Loss from discontinued operation, net of taxes	—			(4		)	—		—			—			—			(4		)
Income (loss) before equity in net (loss) earnings of subsidiaries	5			(84		)	15		31			6			1			(26		)
Equity in net (loss) earnings of subsidiaries	(31		)	53			32		—			—			(54		)	—
Net (loss) income	(26		)	(31		)	47		31			6			(53		)	(26		)
Other comprehensive income (loss)	20			20			20		13			—			(53		)	20
Comprehensive (loss) income	$	(6	)	$	(11	)	$	67	$	44		$	6		$	(106	)	$	(6	)

Condensed Consolidating Cash Flow Information

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2012

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	7		$	642		$	150		$	153		$	(231	)	$	—	$	721
Net cash used in investing activities	(7		)	(1,851		)	(155		)	(91		)	—			—		(2,104		)
Net cash provided by (used in) financing activities	—			1,223			5			(6		)	231			—		1,453
Effect of foreign exchange rates	—			—			—			—			—			—		—
Net increase in cash and cash equivalents	—			14			—			56			—			—		70
Cash and cash equivalents at beginning of period	—			6			—			30			—			—		36
Cash and cash equivalents at end of period	$	—		$	20		$	—		$	86		$	—		$	—	$	106

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2011

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	—		$	280		$	236		$	132		$	(36	)	$	—	$	612
Net cash used in investing activities	(13		)	(315		)	(241		)	(296		)	—			—		(865		)
Net cash provided by (used in) financing activities	13			37			5			(11		)	36			—		80
Effect of foreign exchange rates	—			—			—			6			—			—		6
Net increase (decrease) in cash and cash equivalents	—			2			—			(169		)	—			—		(167		)
Cash and cash equivalents at beginning of period	—			4			—			199			—			—		203
Cash and cash equivalents at end of period	$	—		$	6		$	—		$	30		$	—		$	—	$	36

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2010

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	14		$	304		$	77		$	82		$	(25	)	$	—	$	452
Net cash used in investing activities	(13		)	(78		)	(82		)	(50		)	—			—		(223		)
Net cash (used in) provided by financing activities	(1		)	(227		)	2			(2		)	25			—		(203		)
Effect of foreign exchange rate	—			—			—			8			—			—		8
Net (decrease) increase in cash and cash equivalents	—			(1		)	(3		)	38			—			—		34
Cash and cash equivalents at beginning of period	—			5			3			161			—			—		169
Cash and cash equivalents at end of period	$	—		$	4		$	—		$	199		$	—		$	—	$	203

XML

Restructuring and Asset Impairment Charges (Tables)

12 Months Ended

Dec. 31, 2012

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Charges

The table below provides certain information concerning our restructuring charges under the current restructuring program for the year ended December 31, 2012:

Description	Beginning Reserve Balance		Charged to Costs and Expenses (1)		Payments and Other			Ending Reserve Balance
Year ended December 31, 2012:
Branch closure charges	$	—	$	53	$	(20	)	$	33
Severance costs	—		43		(34		)	9
Total	$	—	$	96	$	(54	)	$	42

_________________

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

The table below provides certain information concerning our restructuring charges under the closed restructuring program:

Description	Beginning Reserve Balance		Charged to Costs and Expenses (1)		Payments and Other			Ending Reserve Balance
Year ended December 31, 2010:
Branch closure charges	$	20	$	28	$	(22	)	$	26
Severance costs	1		6		(5		)	2
Total	$	21	$	34	$	(27	)	$	28
Year ended December 31, 2011:
Branch closure charges	$	26	$	17	$	(16	)	$	27
Severance costs	2		2		(3		)	1
Total	$	28	$	19	$	(19	)	$	28
Year ended December 31, 2012:
Branch closure charges	$	27	$	3	$	(11	)	$	19
Severance costs	1		—		(1		)	—
Total	$	28	$	3	$	(12	)	$	19

_________________

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

XML

Commitments and Contingencies (Capital Lease Obligations) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Commitments and Contingencies Disclosure [Abstract]
Debt and capital lease obligations	$ 7,309	[1]	$ 2,987	[1]
Capital Leased Assets [Line Items]
Depreciation of rental equipment	699		423		389
Non-rental depreciation and amortization	198		57		60
Less accumulated depreciation and amortization	(9)		(13)
Property and equipment, net	31		13
Rental Equipment [Member]
Capital Leased Assets [Line Items]
Depreciation of rental equipment	15		3		6
Property and equipment	167		51
Less accumulated depreciation and amortization	(23)		24
Property and equipment, net	144		27
Non Rental Equipment [Member]
Capital Leased Assets [Line Items]
Non-rental depreciation and amortization	4		4		4
Non-rental vehicles [Member]
Capital Leased Assets [Line Items]
Property and equipment	23		9
Buildings [Member]
Capital Leased Assets [Line Items]
Property and equipment	$ 17		$ 17

[1] In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 1/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 1/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at December 31, 2012 and 2011 excludes $55 of these Debentures, which are separately classified in our 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. See note 13 (“Subordinated Convertible Debentures”) for additional detail.

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Subordinated Convertible Debentures (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended				1 Months Ended	3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended		1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 QUIPS [Member]	Aug. 31, 1998 Unconsolidated Subsidiaries [Member] QUIPS [Member]	Dec. 31, 2011 Unconsolidated Subsidiaries [Member] QUIPS [Member]	Dec. 31, 2011 Unconsolidated Subsidiaries [Member] QUIPS [Member]	Jul. 31, 2008 Unconsolidated Subsidiaries [Member] QUIPS [Member]	Dec. 31, 2011 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2011 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2012 6 1/2 Subordinated Convertible Debentures [Member]	Aug. 31, 1998 Original Terms [Member] Unconsolidated Subsidiaries [Member] QUIPS [Member]	Jul. 31, 2008 Amended Terms [Member] Unconsolidated Subsidiaries [Member] QUIPS [Member]
Debt Instrument [Line Items]
Proceeds from issuance of private placement				$ 300	$ 300
Preferred stock, liquidation preference per share				$ 50				$ 50
Preferred stock conversion ratio												1.146	1.219
Preferred stock conversion price												$ 43.63	$ 41.02
Repurchase of common stock						32	69
Shares repurchased and retired						32	68
Extinguishment of debt										69
Gains (losses) on extinguishment of debt	(72)	(3)	(28)						1	(2)
Subordinated convertible debentures	$ 55	$ 55							$ 55	$ 55	$ 55
Stated interest rate											6.50%

XML

Condensed Consolidating Financial Information of Guarantor Subsidiaries CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Revenues:
Equipment rentals																	$ 3,455		$ 2,151		$ 1,834
Sales of rental equipment																	399		208		144
Sales of new equipment																	93		84		78
Contractor supplies sales																	87		85		95
Service and other revenues																	83		83		86
Total revenues	1,249	[1]	1,219	[1]	993	[1]	656	[1]	746	[2]	713	[2]	629	[2]	523	[2]	4,117	[1]	2,611	[2]	2,237
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	1,392		992		924
Depreciation of rental equipment																	699		423		389
Cost of rental equipment sales																	274		142		103
Cost of new equipment sales																	74		67		65
Cost of contractor supplies sales																	62		58		66
Cost of service and other revenues																	29		31		32
Total cost of revenues																	2,530		1,713		1,579
Gross profit	495	[1]	505	[1]	374	[1]	213	[1]	275	[2]	274	[2]	211	[2]	138	[2]	1,587	[1]	898	[2]	658
Selling, general and administrative expenses																	588		407		367
RSC merger related costs																	111		19		0
Restructuring charge																	99		19		34
Non-rental depreciation and amortization																	198		57		60
Operating income	236	[1]	222	[1]	46	[1]	87	[1]	115	[2]	156	[2]	95	[2]	30	[2]	591	[1]	396	[2]	197
Interest expense, net																	512		228		255
Interest expense—subordinated convertible debentures, net																	4		7		8
Other (income) expense, net																	(13)		(3)		(3)
Income (loss) from continuing operations before provision (benefit) for income taxes																	88		164		(63)
Provision (benefit) for income taxes																	13		63		(41)
(Loss) income before equity in net earnings (loss) of subsidiaries																	75		101		(26)
Income (loss) from continuing operations	41	[1]	73	[1]	(52)	[1]	13	[1]	28	[2]	65	[2]	28	[2]	(20)	[2]	75	[1]	101	[2]	(22)
Loss from discontinued operation, net of taxes																	0		0		(4)
Equity in net earnings (loss) of subsidiaries																	0		0		0
Net income (loss)	41	[1]	73	[1]	(52)	[1]	13	[1]	29	[2]	65	[2]	27	[2]	(20)	[2]	75	[1]	101	[2]	(26)
Other comprehensive income (loss)																	9		(12)		20
Comprehensive income (loss)																	84		89		(6)
Parent Company [Member]
Revenues:
Equipment rentals																	0		0		0
Sales of rental equipment																	0		0		0
Sales of new equipment																	0		0		0
Contractor supplies sales																	0		0		0
Service and other revenues																	0		0		0
Total revenues																	0		0		0
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	0		0		0
Depreciation of rental equipment																	0		0		0
Cost of rental equipment sales																	0		0		0
Cost of new equipment sales																	0		0		0
Cost of contractor supplies sales																	0		0		0
Cost of service and other revenues																	0		0		0
Total cost of revenues																	0		0		0
Gross profit																	0		0		0
Selling, general and administrative expenses																	0		7		21
RSC merger related costs																	0		0
Restructuring charge																	0		0		0
Non-rental depreciation and amortization																	16		15		13
Operating income																	(16)		(22)		(34)
Interest expense, net																	13		12		12
Interest expense—subordinated convertible debentures, net																	4		7		8
Other (income) expense, net																	(86)		(73)		(62)
Income (loss) from continuing operations before provision (benefit) for income taxes																	53		32		8
Provision (benefit) for income taxes																	60		9		3
(Loss) income before equity in net earnings (loss) of subsidiaries																	(7)		23		5
Income (loss) from continuing operations																					5
Loss from discontinued operation, net of taxes																					0
Equity in net earnings (loss) of subsidiaries																	82		78		(31)
Net income (loss)																	75		101		(26)
Other comprehensive income (loss)																	9		(12)		20
Comprehensive income (loss)																	84		89		(6)
URNA [Member]
Revenues:
Equipment rentals																	2,699		1,037		940
Sales of rental equipment																	318		117		73
Sales of new equipment																	60		38		41
Contractor supplies sales																	60		37		41
Service and other revenues																	58		43		46
Total revenues																	3,195		1,272		1,141
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	1,071		479		463
Depreciation of rental equipment																	558		220		214
Cost of rental equipment sales																	223		80		51
Cost of new equipment sales																	48		30		34
Cost of contractor supplies sales																	44		26		30
Cost of service and other revenues																	21		19		20
Total cost of revenues																	1,965		854		812
Gross profit																	1,230		418		329
Selling, general and administrative expenses																	455		162		149
RSC merger related costs																	111		19
Restructuring charge																	95		7		21
Non-rental depreciation and amortization																	160		19		26
Operating income																	409		211		133
Interest expense, net																	432		207		237
Interest expense—subordinated convertible debentures, net																	0		0		0
Other (income) expense, net																	123		61		54
Income (loss) from continuing operations before provision (benefit) for income taxes																	(146)		(57)		(158)
Provision (benefit) for income taxes																	(101)		(4)		(78)
(Loss) income before equity in net earnings (loss) of subsidiaries																	(45)		(53)		(84)
Income (loss) from continuing operations																					(80)
Loss from discontinued operation, net of taxes																					(4)
Equity in net earnings (loss) of subsidiaries																	127		131		53
Net income (loss)																	82		78		(31)
Other comprehensive income (loss)																	9		(12)		20
Comprehensive income (loss)																	91		66		(11)
Guarantor Subsidiaries [Member]
Revenues:
Equipment rentals																	249		742		629
Sales of rental equipment																	32		63		48
Sales of new equipment																	7		21		18
Contractor supplies sales																	7		25		30
Service and other revenues																	8		22		23
Total revenues																	303		873		748
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	116		352		331
Depreciation of rental equipment																	50		137		130
Cost of rental equipment sales																	20		44		36
Cost of new equipment sales																	6		17		15
Cost of contractor supplies sales																	5		17		20
Cost of service and other revenues																	3		7		9
Total cost of revenues																	200		574		541
Gross profit																	103		299		207
Selling, general and administrative expenses																	47		143		121
RSC merger related costs																	0		0
Restructuring charge																	0		9		13
Non-rental depreciation and amortization																	5		17		17
Operating income																	51		130		56
Interest expense, net																	35		6		6
Interest expense—subordinated convertible debentures, net																	0		0		0
Other (income) expense, net																	10		37		28
Income (loss) from continuing operations before provision (benefit) for income taxes																	6		87		22
Provision (benefit) for income taxes																	15		28		7
(Loss) income before equity in net earnings (loss) of subsidiaries																	(9)		59		15
Income (loss) from continuing operations																					15
Loss from discontinued operation, net of taxes																					0
Equity in net earnings (loss) of subsidiaries																	118		62		32
Net income (loss)																	109		121		47
Other comprehensive income (loss)																	8		(11)		20
Comprehensive income (loss)																	117		110		67
Non Guarantor Subsidiaries Foreign [Member]
Revenues:
Equipment rentals																	507		372		265
Sales of rental equipment																	49		28		23
Sales of new equipment																	26		25		19
Contractor supplies sales																	20		23		24
Service and other revenues																	17		18		17
Total revenues																	619		466		348
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	205		161		130
Depreciation of rental equipment																	91		66		45
Cost of rental equipment sales																	31		18		16
Cost of new equipment sales																	20		20		16
Cost of contractor supplies sales																	13		15		16
Cost of service and other revenues																	5		5		3
Total cost of revenues																	365		285		226
Gross profit																	254		181		122
Selling, general and administrative expenses																	74		75		56
RSC merger related costs																	0		0
Restructuring charge																	4		3		0
Non-rental depreciation and amortization																	17		6		4
Operating income																	159		97		62
Interest expense, net																	3		4		(3)
Interest expense—subordinated convertible debentures, net																	0		0		0
Other (income) expense, net																	12		12		12
Income (loss) from continuing operations before provision (benefit) for income taxes																	144		81		53
Provision (benefit) for income taxes																	28		24		22
(Loss) income before equity in net earnings (loss) of subsidiaries																	116		57		31
Income (loss) from continuing operations																					31
Loss from discontinued operation, net of taxes																					0
Equity in net earnings (loss) of subsidiaries																	0		0		0
Net income (loss)																	116		57		31
Other comprehensive income (loss)																	3		(6)		13
Comprehensive income (loss)																	119		51		44
Non Guarantor Subsidiaries SPV [Member]
Revenues:
Equipment rentals																	0		0		0
Sales of rental equipment																	0		0		0
Sales of new equipment																	0		0		0
Contractor supplies sales																	0		0		0
Service and other revenues																	0		0		0
Total revenues																	0		0		0
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	0		0		0
Depreciation of rental equipment																	0		0		0
Cost of rental equipment sales																	0		0		0
Cost of new equipment sales																	0		0		0
Cost of contractor supplies sales																	0		0		0
Cost of service and other revenues																	0		0		0
Total cost of revenues																	0		0		0
Gross profit																	0		0		0
Selling, general and administrative expenses																	12		20		20
RSC merger related costs																	0		0
Restructuring charge																	0		0		0
Non-rental depreciation and amortization																	0		0		0
Operating income																	(12)		(20)		(20)
Interest expense, net																	33		4		4
Interest expense—subordinated convertible debentures, net																	0		0		0
Other (income) expense, net																	(72)		(40)		(35)
Income (loss) from continuing operations before provision (benefit) for income taxes																	27		16		11
Provision (benefit) for income taxes																	11		6		5
(Loss) income before equity in net earnings (loss) of subsidiaries																	16		10		6
Income (loss) from continuing operations																					6
Loss from discontinued operation, net of taxes																					0
Equity in net earnings (loss) of subsidiaries																	0		0		0
Net income (loss)																	16		10		6
Other comprehensive income (loss)																	0		0		0
Comprehensive income (loss)																	16		10		6
Consolidation, Eliminations [Member]
Revenues:
Equipment rentals																	0		0		0
Sales of rental equipment																	0		0		0
Sales of new equipment																	0		0		0
Contractor supplies sales																	0		0		0
Service and other revenues																	0		0		0
Total revenues																	0		0		0
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	0		0		0
Depreciation of rental equipment																	0		0		0
Cost of rental equipment sales																	0		0		0
Cost of new equipment sales																	0		0		0
Cost of contractor supplies sales																	0		0		0
Cost of service and other revenues																	0		0		0
Total cost of revenues																	0		0		0
Gross profit																	0		0		0
Selling, general and administrative expenses																	0		0		0
RSC merger related costs																	0		0
Restructuring charge																	0		0		0
Non-rental depreciation and amortization																	0		0		0
Operating income																	0		0		0
Interest expense, net																	(4)		(5)		(1)
Interest expense—subordinated convertible debentures, net																	0		0		0
Other (income) expense, net																	0		0		0
Income (loss) from continuing operations before provision (benefit) for income taxes																	4		5		1
Provision (benefit) for income taxes																	0		0		0
(Loss) income before equity in net earnings (loss) of subsidiaries																	4		5		1
Income (loss) from continuing operations																					1
Loss from discontinued operation, net of taxes																					0
Equity in net earnings (loss) of subsidiaries																	(327)		(271)		(54)
Net income (loss)																	(323)		(266)		(53)
Other comprehensive income (loss)																	(20)		29		(53)
Comprehensive income (loss)																	$ (343)		$ (237)		$ (106)

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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Segment Information (Geographic area information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Revenues from External Customers and Long-Lived Assets [Line Items]
Equipment rentals																	$ 3,455		$ 2,151		$ 1,834
Sales of rental equipment																	399		208		144
Sales of new equipment																	93		84		78
Contractor supplies sales																	87		85		95
Service and other revenues																	83		83		86
Total revenues	1,249	[1]	1,219	[1]	993	[1]	656	[1]	746	[2]	713	[2]	629	[2]	523	[2]	4,117	[1]	2,611	[2]	2,237
Rental equipment, net	4,966								2,617								4,966		2,617
Property and equipment, net	428								366								428		366
Goodwill and other intangible assets, net	4,170								372								4,170		372
Domestic [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Equipment rentals																	2,948		1,779		1,569
Sales of rental equipment																	350		180		121
Sales of new equipment																	67		59		59
Contractor supplies sales																	67		62		71
Service and other revenues																	66		64		68
Total revenues																	3,498		2,144		1,888
Rental equipment, net	4,357								2,181								4,357		2,181
Property and equipment, net	390								338								390		338
Goodwill and other intangible assets, net	3,804								232								3,804		232
Foreign [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Equipment rentals																	507		372		265
Sales of rental equipment																	49		28		23
Sales of new equipment																	26		25		19
Contractor supplies sales																	20		23		24
Service and other revenues																	17		19		18
Total revenues																	619		467		349
Rental equipment, net	609								436								609		436
Property and equipment, net	38								28								38		28
Goodwill and other intangible assets, net	$ 366								$ 140								$ 366		$ 140

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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Income Taxes (Unrecognized tax benefits) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns, Net [Roll Forward]
Balance at January 1	$ 6	$ 6
Additions for tax positions of prior years	7	0
Additions for tax positions of prior years related to RSC acquisition	6	0
Settlements	(2)	0
Balance at December 31	$ 17	$ 6

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Quarterly Financial Information (Unaudited) (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				12 Months Ended					3 Months Ended				3 Months Ended			12 Months Ended	3 Months Ended			3 Months Ended	12 Months Ended		3 Months Ended
	Dec. 31, 2012		Dec. 31, 2011 branches		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2012 RSC [Member]	Dec. 31, 2011 RSC [Member]	Mar. 31, 2012 RSC [Member]		Dec. 31, 2012 Non Rental Depreciation And Amortization [Member]	Dec. 31, 2011 Non Rental Depreciation And Amortization [Member]	Dec. 31, 2011 QUIPS [Member] Unconsolidated Subsidiaries [Member]	Dec. 31, 2011 QUIPS [Member] Unconsolidated Subsidiaries [Member]	Dec. 31, 2012 10 7/8 percent Senior Notes and 1 7/8 percent Senior Notes [Member]	Dec. 31, 2012 10 7/8 percent Senior Notes [Member]	Dec. 31, 2012 1 7/8 percent Convertible Senior Subordinated Notes [Member]	Dec. 31, 2011 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2011 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2012 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2012 Facility Closing [Member]	Dec. 31, 2011 Facility Closing [Member]	Dec. 31, 2011 ABL Facility [Member]
Selected Quarterly Financial Information [Abstract]
RSC merger related costs					$ 111		$ 19		$ 0	$ 13	$ 19
Restructuring charge					99		19		34															6	14
Asset impairment charges														2	3
Stated interest rate																			10.875%	1.875%			6.50%
Gains (losses) on extinguishment of debt					(72)		(3)		(28)									(72)			1	(2)
Self insurance reserve benefit	6		8
Costs recognized out of period	8
Number of branches closed			18
Repurchase of common stock																32	69
Shares repurchased and retired																32	68
Write off of deferred debt issuance cost																										3
Debt and capital lease obligations	$ 7,309	[1]	$ 2,987	[1]	$ 7,309	[1]	$ 2,987	[1]				$ 2,825	[2]

[1] In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 1/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 1/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at December 31, 2012 and 2011 excludes $55 of these Debentures, which are separately classified in our 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. See note 13 (“Subordinated Convertible Debentures”) for additional detail.

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

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Commitments and Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Commitments and Contingencies Disclosure [Abstract]
Defined contribution plan, cost recognized	$ 11	$ 6	$ 2

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Earnings (Loss) Per Share (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount																	1,800,000		2,200,000		10,900,000
Numerator:
Income (loss) from continuing operations	$ 41	[1]	$ 73	[1]	$ (52)	[1]	$ 13	[1]	$ 28	[2]	$ 65	[2]	$ 28	[2]	$ (20)	[2]	$ 75	[1]	$ 101	[2]	$ (22)
Convertible debt interest—1 7/8 percent notes																	0		0		0
Income (loss) from continuing operations available to common stockholders																	75		101		(22)
Loss from discontinued operation																	0		0		(4)
Net income (loss) available to common stockholders																	$ 75		$ 101		$ (26)
Denominator:
Denominator for basic earnings (loss) per share—weighted-average common shares																	82,960,000		62,184,000		60,455,000
Denominator for diluted earnings (loss) per share—adjusted weighted-average common shares																	94,848,000		73,349,000		60,455,000
Earnings Per Share, Basic [Abstract]
Income (loss) from continuing operations (in dollars per share)	$ 0.45	[1]	$ 0.78	[1]	$ (0.63)	[1]	$ 0.21	[1]	$ 0.45	[2]	$ 1.04	[2]	$ 0.45	[2]	$ (0.34)	[2]	$ 0.91	[1]	$ 1.62	[2]	$ (0.38)
Loss from discontinued operation (in dollars per share)																	$ 0.00		$ 0.00		$ (0.06)
Net income (loss) (in dollars per share)																	$ 0.91		$ 1.62		$ (0.44)
Earnings Per Share, Diluted [Abstract]
Income (loss) from continuing operations (in dollars per share)	$ 0.40	[1],[3]	$ 0.70	[1],[3]	$ (0.63)	[1],[3]	$ 0.17	[1],[3]	$ 0.39	[2],[3]	$ 0.91	[2],[3]	$ 0.38	[2],[3]	$ (0.34)	[2],[3]	$ 0.79	[1],[3]	$ 1.38	[2],[3]	$ (0.38)
Loss from discontinued operation (in dollars per share)																	$ 0.00		$ 0.00		$ (0.06)
Net income (loss) (in dollars per share)																	$ 0.79		$ 1.38		$ (0.44)
Employee stock options and warrants [Member]
Denominator:
Effect of dilutive securities:																	720,000		1,037,000
Convertible subordinated notes - 1 7/8 percent [Member]
Denominator:
Effect of dilutive securities:																	0		1,015,000
Convertible subordinated notes - four percent [Member]
Denominator:
Effect of dilutive securities:																	10,632,000		8,532,000
Restricted stock units [Member]
Denominator:
Effect of dilutive securities:																	536,000		581,000

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following: First Quarter Second Quarter Third Quarter Fourth Quarter Full YearFor the year ended December 31, 2012: RSC merger related costs (4)$(0.09) $(0.60) $(0.05) $(0.08) $(0.72)RSC merger related intangible asset amortization (5)— (0.21) (0.25) (0.25) (0.74)Impact on depreciation related to acquired RSC fleet and property and equipment (6)— 0.02 0.02 — 0.03Impact of the fair value mark-up of acquired RSC fleet and inventory (7)— (0.05) (0.09) (0.09) (0.24)Pre-close RSC merger related interest expense (8)(0.10) (0.12) — — (0.19)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)— 0.01 0.01 0.01 0.03Restructuring charge (10)— (0.39) (0.23) (0.03) (0.64)Asset impairment charge (11)— (0.02) (0.06) (0.01) (0.10)Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)— — — (0.41) (0.45)Gain on sale of software subsidiary (13)— 0.07 — (0.01) 0.05For the year ended December 31, 2011: RSC merger related costs (4)— $— $— $(0.25) $(0.25)Restructuring charge (10)(0.01) $(0.01) $(0.01) $(0.12) $(0.16)Asset impairment charge (11)— (0.01) — (0.03) (0.04)Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)(0.01) — — (0.03) (0.04)

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended						3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Maximum [Member]	Dec. 31, 2011 Maximum [Member]	Dec. 31, 2010 Maximum [Member]	Mar. 31, 2010 Canada [Member]	Dec. 31, 2012 Federal [Member]
Income Tax Disclosure [Line Items]
Federal statutory income tax rate	35.00%
Unrecognized tax benefits	$ 6	$ 4
Unrecognized tax benefits, interest on income taxes expense				1	1	1
Settlements							1
Income (loss) from continuing operations before income taxes, foreign	143	86	54
Undistributed earnings of foreign subsidiairies amount	347
Deferred tax assets, operating loss carryforwards, state and local	1,545
Valuation allowance, amount		2		1
Deferred tax assets, operating loss carryforwards, domestic	1,032
Operating loss carryforwards, benefit								$ 16

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Debt (Long Term Debt Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended		1 Months Ended		1 Months Ended			1 Months Ended			12 Months Ended				12 Months Ended				1 Months Ended			1 Months Ended			1 Months Ended			1 Months Ended			12 Months Ended	1 Months Ended			12 Months Ended	1 Months Ended			1 Months Ended						1 Months Ended
	Dec. 31, 2012	Dec. 31, 2010	Nov. 30, 2009 9 1/4 percent Senior Notes [Member]	Dec. 31, 2012 9 1/4 percent Senior Notes [Member]	Oct. 31, 2010 8 3/8 percent Senior Subordinated Notes [Member]	Dec. 31, 2012 8 3/8 percent Senior Subordinated Notes [Member]	Oct. 30, 2010 8 3/8 percent Senior Subordinated Notes [Member]	Oct. 31, 2012 6 1/8 percent Senior Notes [Member]	Dec. 31, 2012 6 1/8 percent Senior Notes [Member]	Dec. 31, 2012 1 7/8 percent Convertible Senior Subordinated Notes [Member]	Dec. 31, 2012 4 percent Convertible Senior Notes [Member]	Dec. 31, 2010 4 percent Convertible Senior Notes [Member]	Dec. 31, 2011 4 percent Convertible Senior Notes [Member]	Nov. 30, 2009 4 percent Convertible Senior Notes [Member]	Dec. 31, 2012 ABL Facility [Member]	Dec. 31, 2012 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2012 10 1/4 percent Senior Notes [Member]	Dec. 31, 2012 8 1/4 percent Senior Notes [Member]	Mar. 30, 2012 5 3/4 percent Senior Secured Notes [Member]	Dec. 31, 2012 5 3/4 percent Senior Secured Notes [Member]	Mar. 31, 2012 5 3/4 percent Senior Secured Notes [Member]	Mar. 30, 2012 7 3/8 percent Senior Notes [Member]	Dec. 31, 2012 7 3/8 percent Senior Notes [Member]	Mar. 31, 2012 7 3/8 percent Senior Notes [Member]	Mar. 30, 2012 7 5/8 percent Senior Notes [Member]	Dec. 31, 2012 7 5/8 percent Senior Notes [Member]	Mar. 31, 2012 7 5/8 percent Senior Notes [Member]	Nov. 30, 2009 Maximum [Member] 9 1/4 percent Senior Notes [Member]	Oct. 31, 2010 Maximum [Member] 8 3/8 percent Senior Subordinated Notes [Member]	Oct. 31, 2012 Maximum [Member] 6 1/8 percent Senior Notes [Member]	Dec. 31, 2012 Maximum [Member] 4 percent Convertible Senior Notes [Member]	Nov. 30, 2009 Minimum [Member] 9 1/4 percent Senior Notes [Member]	Oct. 31, 2010 Minimum [Member] 8 3/8 percent Senior Subordinated Notes [Member]	Oct. 31, 2012 Minimum [Member] 6 1/8 percent Senior Notes [Member]	Dec. 31, 2012 Minimum [Member] 4 percent Convertible Senior Notes [Member]	Nov. 30, 2009 Change of Control [Member] 9 1/4 percent Senior Notes [Member]	Oct. 31, 2010 Change of Control [Member] 8 3/8 percent Senior Subordinated Notes [Member]	Dec. 31, 2012 Subsidiaries [Member] ABL Facility [Member]	Nov. 30, 2009 RSC Holdings Inc [Member] 10 1/4 percent Senior Notes [Member]	Sep. 30, 2012 RSC Holdings Inc [Member] 10 1/4 percent Senior Notes [Member]	Apr. 30, 2012 RSC Holdings Inc [Member] 10 1/4 percent Senior Notes [Member]	Sep. 30, 2012 RSC Holdings Inc [Member] 8 1/4 percent Senior Notes [Member]	Apr. 30, 2012 RSC Holdings Inc [Member] 8 1/4 percent Senior Notes [Member]	Jan. 31, 2011 RSC Holdings Inc [Member] 8 1/4 percent Senior Notes [Member]	Nov. 30, 2009 2014 [Member] RSC Holdings Inc [Member] 10 1/4 percent Senior Notes [Member]	Mar. 30, 2012 2016 [Member] 7 3/8 percent Senior Notes [Member]	Jan. 31, 2011 2016 [Member] RSC Holdings Inc [Member] 8 1/4 percent Senior Notes [Member]	Jan. 31, 2011 2019 [Member] RSC Holdings Inc [Member] 8 1/4 percent Senior Notes [Member]	Mar. 30, 2012 2015 [Member] 5 3/4 percent Senior Secured Notes [Member]	Mar. 30, 2012 2017 [Member] 5 3/4 percent Senior Secured Notes [Member]	Mar. 30, 2012 2017 [Member] 7 5/8 percent Senior Notes [Member]	Nov. 30, 2009 2017 [Member] RSC Holdings Inc [Member] 10 1/4 percent Senior Notes [Member]	Mar. 30, 2012 2018 [Member] 7 3/8 percent Senior Notes [Member]	Mar. 30, 2012 2020 [Member] 7 5/8 percent Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount			$ 500				$ 750	$ 400			$ 173			$ 173							$ 750			$ 750			$ 1,325											$ 1,900	$ 200					$ 650
Stated interest rate				9.25%		8.375%			6.125%	1.875%	4.00%		4.00%	4.00%		6.50%	10.25%	8.25%		5.75%			7.375%			7.625%															10.25%		8.25%
Proceeds from issuance of long-term debt			480		732			392				167							733			732			1,295
Redemption price percentage of face value								101.00%			100.00%								101.00%			101.00%			101.00%			104.625%	104.188%	103.063%		100.00%	100.00%	100.00%		101.00%	101.00%		101.00%						105.125%	103.688%	104.125%	100.00%	102.875%	100.00%	103.813%	100.00%	100.00%	100.00%
Debt Instrument, Redemption purchase price in cash percent																																												101.00%
Debt instrument, unamortized portion of fair value adjustment from assumed carriying value																																								(23)		(45)
Effective interest rate			9.50%								6.90%																													8.30%		7.00%
Effective interest rate, historical											11.60%
Derivative cost of hedge		26										26
Debt instrument, convertible, conversion price											$ 11.11
Long-term debt, gross											168
Debt instrument convertible if converted value											687
Debt instrument convertible if converted price per share										$ 45.52
Debt instrument convertible if converted value, non-cash											519
Debt instrument convertible, shares issued	11
Change in cost to settle convertible debt											15
Change in stock price to settle convertible debt per share											$ 1
Debt conversion, hedged converted instrument, cash and non-cash receivable											51
Debt instrument convertible, hedged, if converted price per share											$ 14.52
Debt instrument, unamortized discount			6								31
Adjustments to additional paid in capital, other												33
Convertible note hedge transactions, net		17
Convertible note hedge transaction shares	15.1
Debt instrument effective conversion price	$ 15.56
Percentage premium over price at issuance	75.00%
Closing price at issuance	$ 8.89
Debt conversion, market price per share																															$ 45.00				$ 40.00
Debt instrument, convertible, number of equity instruments																															9.9				9.2
Maximum revolving credit amount percentage															10.00%
Debt terms reference amount to maximum revolving credit															$ 150

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Common Stock

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Common Stock

Common Stock

We have 500 million authorized shares of common stock, $0.01 par value. At December 31, 2012 and 2011, there were (i) 1.3 million and 1.5 million shares of common stock reserved for issuance pursuant to options granted under our stock option plans, respectively, (ii) 1.3 million shares of common stock reserved for the conversion of outstanding QUIPS of the Trust, respectively, (iii) 0.0 million and 1.0 million shares of common stock reserved for the conversion of 1 ⁷/8 percent Convertible Notes, respectively, and (iv) 18.9 million shares of common stock reserved for the conversion of 4 percent Convertible Notes. As discussed above (see note 12 “Debt”), based on the price of our common stock during the fourth quarter of 2012, holders of the 4 percent Convertible Notes may redeem them during the first quarter of 2013 at a conversion price of approximately $11.11 per share of common stock. Between January 1, 2013 (the beginning of the first quarter) and January 21, 2013, none of the 4 percent Convertible Notes were redeemed.

As of December 31, 2012, there were an aggregate of 1.4 million outstanding time and performance-based restricted stock units which vest in 2013, 2014, 2015 and 2016, and there were 2.9 million shares available for grant of stock and options under our 2010 Long Term Incentive Plan.

A summary of the transactions within the Company’s stock option plans follows (shares in thousands):

	Shares		Weighted-Average Exercise Price
Outstanding at January 1, 2010	2,782		$	15.40
Granted	851		8.43
Exercised	(196	)	5.63
Canceled	(84	)	11.71
Outstanding at December 31, 2010	3,353		14.30
Granted	63		31.49
Exercised	(1,831	)	19.25
Canceled	(49	)	7.85
Outstanding at December 31, 2011	1,536		9.30
Granted	1,148		22.17
Exercised	(1,362	)	15.42
Canceled	(34	)	32.26
Outstanding at December 31, 2012	1,288		13.69
Exercisable at December 31, 2010	1,932		$	19.98
Exercisable at December 31, 2011	674		$	10.14
Exercisable at December 31, 2012	770		$	10.97

As of December 31, 2012 (options in thousands):

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Amount Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Amount Exercisable	Weighted Average Exercise Price
$0.01-5.00	297	6.2	$	3.38	297	$	3.38
5.01-10.00	431	7.2	8.37		165	8.34
10.01-15.00	121	6.0	14.09		105	14.21
15.01-20.00	131	5.3	16.14		87	16.61
20.01-25.00	24	4.3	22.97		24	22.97
25.01-30.00	149	7.2	25.85		62	26.12
30.01-35.00	84	8.0	31.96		30	32.13
35.01-40.00	—	0	—		—	—
40.01-45.00	51	9.1	41.25		—	—
	1,288		$	13.69	770	$	10.97

Stockholders’ Rights Plan. Our stockholders' rights plan expired in accordance with its terms on September 27, 2011. Our board of directors elected not to renew or extend the plan.

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Acquisitions (Purchase Price Allocation) (Details) (RSC [Member], USD $) In Millions, unless otherwise specified	Apr. 30, 2012
RSC [Member]
Business Acquisition [Line Items]
Accounts receivable, net of allowance for doubtful accounts (1)	$ 238	[1]
Inventory	23
Deferred taxes	15
Rental equipment	2,013
Property and equipment	47
Intangibles (2)	1,224	[2]
Other assets	53
Total identifiable assets acquired	3,613
Short-term debt and current maturities of long-term debt (3)	(1,586)	[3]
Current liabilities	(400)
Deferred taxes	(697)
Long-term debt (3)	(992)	[3]
Other long-term liabilities	(13)
Total liabilities assumed	(3,688)
Net identifiable assets acquired	(75)
Goodwill (4)	2,661	[4]
Total purchase consideration	2,586
Accounts receivable, gross	251
Accounts receivable, allowance for doubtful accounts	$ 13

[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 our preliminary purchase accounting assessments: Fair value Life (years) Customer relationships$1,09415 Trade names and associated trademarks815 Non-compete agreements495 Total$1,224

[3] At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9.5 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 consolidated balance sheet as of December 31, 2012 is discussed further in note 12 to the 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.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Operating Leases of Lessee Disclosure

Future minimum lease payments by year and in the aggregate, for non-cancelable operating leases with initial or remaining terms of one year or more are as follows at December 31, 2012:

	Real Estate Leases		Non-Rental Equipment Leases
2013	$	102	$	29
2014	85		22
2015	72		19
2016	58		15
2017	40		14
Thereafter	82		16
Total	$	439	$	115

Schedule of Capital Leased Assets

The following table presents capital lease financial statement information for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011:

	2012			2011			2010
Depreciation of rental equipment	$	15		$	3		$	6
Non-rental depreciation and amortization	4			4			4
Rental equipment	167			51
Less accumulated depreciation	(23		)	(24		)
Rental equipment, net	144			27
Property and equipment, net:
Non-rental vehicles	23			9
Buildings	17			17
Less accumulated depreciation and amortization	(9		)	(13		)
Property and equipment, net	$	31		$	13

Schedule of Future Minimum Lease Payments for Capital Leases

Future minimum lease payments for capital leases for each of the next five years and thereafter at December 31, 2012 are as follows:

2013	$	46
2014	40
2015	32
2016	20
2017	12
Thereafter	17
Total	167
Less amount representing interest	(19		)
Capital lease obligations	$	148

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Income Taxes (Components of deferred tax assets and liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Components Of Deferred Tax Assets And Liabilities [Line Items]
Reserves and allowances	$ 119	$ 78
Intangibles	0	45
Debt cancellation and other	37	0
Net operating loss and credit carryforwards	449	156
Deferred tax assets - current	265	104
Deferred tax assets - non-current	340	175
Total deferred tax assets	605	279
Property and equipment	(1,236)	(620)
Intangibles	(405)	(5)
Debt cancellation and other	0	(18)
Valuation allowance - current	0	0
Valuation allowance - non-current	(1)	(2)
Valuation allowance	1	2
Deferred tax liability - current	0	0
Deferred tax liability - non-current	(1,642)	(645)
Total deferred tax liability	1,642	645
Net deferred tax asset (liability) - current	265	104
Net deferred tax assets (liability) - non-current	(1,302)	(470)
Total deferred income tax asset (liability)	(1,037)	(366)
Current [Member]
Components Of Deferred Tax Assets And Liabilities [Line Items]
Reserves and allowances	61	45
Intangibles	0	0
Debt cancellation and other	0	0
Net operating loss and credit carryforwards	204	59
Property and equipment	0	0
Intangibles	0	0
Debt cancellation and other	0	0
Non-Current [Member]
Components Of Deferred Tax Assets And Liabilities [Line Items]
Reserves and allowances	58	33
Intangibles	0	45
Debt cancellation and other	37	0
Net operating loss and credit carryforwards	245	97
Property and equipment	(1,236)	(620)
Intangibles	(405)	(5)
Debt cancellation and other	$ 0	$ (18)

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Accrued Expenses And Other Liabilities and Other Long Term Liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Payables and Accruals [Abstract]

Accrued expenses and other liabilities

Accrued expenses and other liabilities consist of the following:

	December 31,
	2012		2011
Self-insurance accruals	$	38	$	30
Accrued compensation and benefit costs	82		57
Property and income taxes payable	29		18
Restructuring reserves (1)	61		28
Interest payable	103		26
Deferred revenue (2)	28		18
National accounts accrual	33		21
Due to seller	3		14
Other (3)	58		51
Accrued expenses and other liabilities	$	435	$	263

_________________

(1) Relates to branch closure charges and severance costs. See note 5 (“Restructuring and Asset Impairment Charges”) for additional detail.

(2) Primarily relates to amounts billed to customers in excess of recognizable equipment rental revenue. See note 2 (“Revenue Recognition”) for additional detail.

(3) Other includes multiple items, none of which are individually significant.

Other long-term liabilities consist of the following:

	December 31,
	2012		2011
Self-insurance accruals	$	59	$	53
Other	6		6
Other long-term liabilities	$	65	$	59

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Acquisitions (Debt) (Details) (USD $) In Millions, unless otherwise specified			1 Months Ended
	Dec. 31, 2012 10 1/4 percent Senior Notes [Member]	Dec. 31, 2012 8 1/4 percent Senior Notes [Member]	Apr. 30, 2012 RSC [Member]	Apr. 30, 2012 RSC [Member] 10 percent Senior Notes [Member]	Apr. 30, 2012 RSC [Member] 9.5 percent Senior Notes [Member]	Apr. 30, 2012 RSC [Member] 10 1/4 percent Senior Notes [Member]	Apr. 30, 2012 RSC [Member] 8 1/4 percent Senior Notes [Member]	Apr. 30, 2012 RSC [Member] Capital Leases [Member]
Debt Instrument [Line Items]
Stated interest rate	10.25%	8.25%		10.00%	9.50%	10.25%	8.25%
Extinguishment of debt			$ (1,555)
Assumed debt			$ (1,023)			$ (225)	$ (699)	$ (99)

XML

Fair Value Measurements (Assets and Liabilities Measured at Fair Value) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Nov. 30, 2009
1 7/8 percent Convertible Senior Subordinated Notes [Member]
Derivative [Line Items]
Stated interest rate	1.875%
4 percent Convertible Senior Notes [Member]
Derivative [Line Items]
Stated interest rate	4.00%	4.00%	4.00%
Effective interest rate	6.90%
Capital Leases [Member]
Derivative [Line Items]
Effective interest rate	7.00%
Swap [Member]
Derivative [Line Items]
Derivative, nonmonetary notional amount (in gallons)	7,900,000
Derivative, notional amount (in dollars per gallon)	3.88
Average forward price (in dollars per gallon)	3.89
Accrued Expenses And Other Liabilities [Member] | Swap [Member]
Derivative [Line Items]
Derivative liability, fair value, gross liability		1
Accrued Expenses And Other Liabilities [Member] | Maximum [Member] | Swap [Member]
Derivative [Line Items]
Derivative liability, fair value, gross liability	1
Prepaid Expenses And Other Assets [Member]
Derivative [Line Items]
Derivative asset, fair value, gross asset	1
Prepaid Expenses And Other Assets [Member] | Swap [Member]
Derivative [Line Items]
Derivative asset, fair value, gross asset		0
Prepaid Expenses And Other Assets [Member] | Maximum [Member] | Swap [Member]
Derivative [Line Items]
Derivative asset, fair value, gross asset	1

XML

Property and Equipment (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 761	$ 667
Less accumulated depreciation and amortization	(333)	(301)
Property and equipment, net	428	366
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	106	109
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	224	223
Non-rental vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	64	15
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	51	39
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	141	123
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 175	$ 158

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Summary of Significant Accounting Policies (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Significant Accounting Policies [Line Items]
Percentage of fair value in excess of carrying amount	15.00%
Deferred revenue	$ 26,000,000	$ 16,000,000
Advertising expense	0	0	2,000,000
Insurance stop loss limit, self insured events	600,000
Percent threshold used to define more likely than not for tax purposes	50.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Significant Accounting Policies [Line Items]
Concentration risk, percentage	2.00%	2.00%
General Liability [Member]
Significant Accounting Policies [Line Items]
Insurance deductible, per occurence	2,000,000	2,000,000
Workers Compensation [Member]
Significant Accounting Policies [Line Items]
Insurance deductible, per occurence	1,000,000	1,000,000
Automobile Liability [Member]
Significant Accounting Policies [Line Items]
Insurance deductible, per occurence	2,000,000	2,000,000
Trade Names and Trademarks [Member]
Significant Accounting Policies [Line Items]
Finite lived intangible assets life	5 years
Assets Leased to Others [Member]
Significant Accounting Policies [Line Items]
PP&E additions	24,000,000	10,000,000	12,000,000
Cost of services, maintenance costs	$ 455,000,000	$ 291,000,000	$ 262,000,000
Minimum [Member] | Non-Compete Agreements [Member]
Significant Accounting Policies [Line Items]
Finite lived intangible assets life	2 years
Minimum [Member] | Customer Relationships [Member]
Significant Accounting Policies [Line Items]
Finite lived intangible assets life	8 years
Minimum [Member] | Assets Leased to Others [Member]
Significant Accounting Policies [Line Items]
PP&E salvage value	0.00%
PP&E useful life	2 years
Minimum [Member] | Other Capitalized Property Plant and Equipment [Member]
Significant Accounting Policies [Line Items]
PP&E useful life	2 years
Maximum [Member] | Revenue [Member] | Customer Concentration Risk [Member]
Significant Accounting Policies [Line Items]
Concentration risk, percentage	1.00%	1.00%	1.00%
Maximum [Member] | Non-Compete Agreements [Member]
Significant Accounting Policies [Line Items]
Finite lived intangible assets life	5 years
Maximum [Member] | Customer Relationships [Member]
Significant Accounting Policies [Line Items]
Finite lived intangible assets life	15 years
Maximum [Member] | Assets Leased to Others [Member]
Significant Accounting Policies [Line Items]
PP&E salvage value	10.00%
PP&E useful life	12 years
Maximum [Member] | Other Capitalized Property Plant and Equipment [Member]
Significant Accounting Policies [Line Items]
PP&E useful life	39 years

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (4 percent Convertible Senior Notes [Member])	Dec. 31, 2012	Dec. 31, 2011	Nov. 30, 2009
4 percent Convertible Senior Notes [Member]
Stated interest rate	4.00%	4.00%	4.00%

XML

Goodwill and Other Intangible Assets (Goodwill) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Goodwill [Roll Forward]
Balance at beginning of period	$ 289	[1]	$ 198	[1]	$ 196	[1]
Goodwill related to acquisitions	2,681	[2]	96
Foreign currency translation and other adjustments	0		(5)		2
Balance at end of period	2,970	[1]	289	[1]	198	[1]
General Rentals [Member]
Goodwill [Roll Forward]
Balance at beginning of period	167	[1]	105	[1]	103	[1]
Goodwill related to acquisitions	2,661	[2]	65
Foreign currency translation and other adjustments	0		(3)		2
Balance at end of period	2,828	[1]	167	[1]	105	[1]
Goodwill accumulated impairment loss	1,557
Trench Safety, Power and HVAC [Member]
Goodwill [Roll Forward]
Balance at beginning of period	122	[1]	93	[1]	93	[1]
Goodwill related to acquisitions	20	[2]	31
Foreign currency translation and other adjustments	0		(2)		0
Balance at end of period	$ 142	[1]	$ 122	[1]	$ 93	[1]

[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.

XML

Common Stock (Tables)

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

A summary of the transactions within the Company’s stock option plans follows (shares in thousands):

	Shares		Weighted-Average Exercise Price
Outstanding at January 1, 2010	2,782		$	15.40
Granted	851		8.43
Exercised	(196	)	5.63
Canceled	(84	)	11.71
Outstanding at December 31, 2010	3,353		14.30
Granted	63		31.49
Exercised	(1,831	)	19.25
Canceled	(49	)	7.85
Outstanding at December 31, 2011	1,536		9.30
Granted	1,148		22.17
Exercised	(1,362	)	15.42
Canceled	(34	)	32.26
Outstanding at December 31, 2012	1,288		13.69
Exercisable at December 31, 2010	1,932		$	19.98
Exercisable at December 31, 2011	674		$	10.14
Exercisable at December 31, 2012	770		$	10.97

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range

As of December 31, 2012 (options in thousands):

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Amount Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Amount Exercisable	Weighted Average Exercise Price
$0.01-5.00	297	6.2	$	3.38	297	$	3.38
5.01-10.00	431	7.2	8.37		165	8.34
10.01-15.00	121	6.0	14.09		105	14.21
15.01-20.00	131	5.3	16.14		87	16.61
20.01-25.00	24	4.3	22.97		24	22.97
25.01-30.00	149	7.2	25.85		62	26.12
30.01-35.00	84	8.0	31.96		30	32.13
35.01-40.00	—	0	—		—	—
40.01-45.00	51	9.1	41.25		—	—
	1,288		$	13.69	770	$	10.97

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

UNITED RENTALS, INC.

(In millions)

Description	Balance at Beginning of Period		Acquired		Charged to Costs and Expenses		Deductions			Balance at End of Period
Year ended December 31, 2012:
Allowance for doubtful accounts	$	33	$	13	$	37	$	19	(a)	$	64
Reserve for obsolescence and shrinkage	2		1		13		13		(b)	3
Self-insurance reserve	83		21		84		91		(c)	97
Year ended December 31, 2011:
Allowance for doubtful accounts	$	29	$	—	$	21	$	17	(a)	$	33
Reserve for obsolescence and shrinkage	1		—		5		4		(b)	2
Self-insurance reserve	93		—		65		75		(c)	83
Year ended December 31, 2010:
Allowance for doubtful accounts	$	25	$	—	$	21	$	17	(a)	$	29
Reserve for obsolescence and shrinkage	1		—		6		6		(b)	1
Self-insurance reserve	83		—		94		84		(c)	93

The above information reflects the continuing operations of the Company for the periods presented. Additionally, because the Company has retained certain self-insurance liabilities associated with the discontinued traffic control business, those amounts have been included as well.

(a) Represents write-offs of accounts, net of recoveries.

(b) Represents write-offs.

(c) Represents payments.

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Condensed Consolidating Financial Information of Guarantor Subsidiaries

12 Months Ended

Dec. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Information of Guarantor Subsidiaries

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:

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2012

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	20		$	—		$	86		$	—	$	—		$	106
Accounts receivable, net	—		43			—			146			604		—			793
Intercompany receivable (payable)	168		(108		)	(49		)	(163		)	—		152			—
Inventory	—		60			—			8			—		—			68
Prepaid expenses and other assets	—		87			10			14			—		—			111
Deferred taxes	—		263			—			2			—		—			265
Total current assets	168		365			(39		)	93			604		152			1,343
Rental equipment, net	—		4,357			—			609			—		—			4,966
Property and equipment, net	41		333			16			38			—		—			428
Investments in subsidiaries	1,575		1,029			932			—			—		(3,536		)	—
Goodwill and other intangibles, net	—		3,804			—			366			—		—			4,170
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	$	137	$	40		$	—		$	—		$	453	$	—		$	630
Accounts payable	—		243			—			43			—		—			286
Accrued expenses and other liabilities	1		361			33			40			—		—			435
Total current liabilities	138		644			33			83			453		—			1,351
Long-term debt	—		6,522			150			7			—		—			6,679
Subordinated convertible debentures	55		—			—			—			—		—			55
Deferred taxes	21		1,199			—			82			—		—			1,302
Other long-term liabilities	—		63			—			2			—		—			65
Total liabilities	214		8,428			183			174			453		—			9,452
Temporary equity (note 12)	31		—			—			—			—		—			31
Total stockholders’ equity (deficit)	1,543		1,575			726			932			151		(3,384		)	1,543
Total liabilities and stockholders’ equity (deficit)	$	1,788	$	10,003		$	909		$	1,106		$	604	$	(3,384	)	$	11,026

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2011

								Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries		Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	6		$	—	$	30		$	—	$	—		$	36
Accounts receivable, net	—		19			9		98			338		—			464
Intercompany receivable (payable)	114		(876		)	772		(154		)	—		144			—
Inventory	—		21			15		8			—		—			44
Prepaid expenses and other assets	—		55			1		19			—		—			75
Deferred taxes	—		100			3		1			—		—			104
Total current assets	114		(675		)	800		2			338		144			723
Rental equipment, net	—		1,345			836		436			—		—			2,617
Property and equipment, net	41		177			120		28			—		—			366
Investments in subsidiaries	227		2,144			462		—			—		(2,833		)	—
Goodwill and other intangibles, net	—		130			102		140			—		—			372
Other long-term assets	4		60			1		—			—		—			65
Total assets	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	129	$	8		$	—	$	3		$	255	$	—		$	395
Accounts payable	—		120			47		39			—		—			206
Accrued expenses and other liabilities	31		139			48		45			—		—			263
Total current liabilities	160		267			95		87			255		—			864
Long-term debt	—		2,444			142		6			—		—			2,592
Subordinated convertible debentures	55		—			—		—			—		—			55
Deferred taxes	16		241			165		48			—		—			470
Other long-term liabilities	52		2			2		3			—		—			59
Total liabilities	283		2,954			404		144			255		—			4,040
Temporary equity (note 12)	39		—			—		—			—		—			39
Total stockholders’ equity (deficit)	64		227			1,917		462			83		(2,689		)	64
Total liabilities and stockholders’ equity (deficit)	$	386	$	3,181		$	2,321	$	606		$	338	$	(2,689	)	$	4,143

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2012

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign		SPV (1)			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	2,699		$	249		$	507	$	—		$	—		$	3,455
Sales of rental equipment	—			318			32			49		—			—			399
Sales of new equipment	—			60			7			26		—			—			93
Contractor supplies sales	—			60			7			20		—			—			87
Service and other revenues	—			58			8			17		—			—			83
Total revenues	—			3,195			303			619		—			—			4,117
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,071			116			205		—			—			1,392
Depreciation of rental equipment	—			558			50			91		—			—			699
Cost of rental equipment sales	—			223			20			31		—			—			274
Cost of new equipment sales	—			48			6			20		—			—			74
Cost of contractor supplies sales	—			44			5			13		—			—			62
Cost of service and other revenues	—			21			3			5		—			—			29
Total cost of revenues	—			1,965			200			365		—			—			2,530
Gross profit	—			1,230			103			254		—			—			1,587
Selling, general and administrative expenses	—			455			47			74		12			—			588
RSC merger related costs	—			111			—			—		—			—			111
Restructuring charge	—			95			—			4		—			—			99
Non-rental depreciation and amortization	16			160			5			17		—			—			198
Operating (loss) income	(16		)	409			51			159		(12		)	—			591
Interest expense (income), net	13			432			35			3		33			(4		)	512
Interest expense-subordinated convertible debentures	4			—			—			—		—			—			4
Other (income) expense, net	(86		)	123			10			12		(72		)	—			(13		)
Income (loss) before provision (benefit) for income taxes	53			(146		)	6			144		27			4			88
Provision (benefit) for income taxes	60			(101		)	15			28		11			—			13
(Loss) income before equity in net earnings (loss) of subsidiaries	(7		)	(45		)	(9		)	116		16			4			75
Equity in net earnings (loss) of subsidiaries	82			127			118			—		—			(327		)	—
Net income (loss)	75			82			109			116		16			(323		)	75
Other comprehensive income (loss)	9			9			8			3		—			(20		)	9
Comprehensive income (loss)	$	84		$	91		$	117		$	119	$	16		$	(343	)	$	84

(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 12 to our consolidated financial statements.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2011

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	1,037		$	742		$	372		$	—		$	—		$	2,151
Sales of rental equipment	—			117			63			28			—			—			208
Sales of new equipment	—			38			21			25			—			—			84
Contractor supplies sales	—			37			25			23			—			—			85
Service and other revenues	—			43			22			18			—			—			83
Total revenues	—			1,272			873			466			—			—			2,611
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			479			352			161			—			—			992
Depreciation of rental equipment	—			220			137			66			—			—			423
Cost of rental equipment sales	—			80			44			18			—			—			142
Cost of new equipment sales	—			30			17			20			—			—			67
Cost of contractor supplies sales	—			26			17			15			—			—			58
Cost of service and other revenues	—			19			7			5			—			—			31
Total cost of revenues	—			854			574			285			—			—			1,713
Gross profit	—			418			299			181			—			—			898
Selling, general and administrative expenses	7			162			143			75			20			—			407
RSC merger related costs	—			19			—			—			—			—			19
Restructuring charge	—			7			9			3			—			—			19
Non-rental depreciation and amortization	15			19			17			6			—			—			57
Operating (loss) income	(22		)	211			130			97			(20		)	—			396
Interest expense (income), net	12			207			6			4			4			(5		)	228
Interest expense-subordinated convertible debentures, net	7			—			—			—			—			—			7
Other (income) expense, net	(73		)	61			37			12			(40		)	—			(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	32			(57		)	87			81			16			5			164
Provision (benefit) for income taxes	9			(4		)	28			24			6			—			63
Income (loss) before equity in net earnings (loss) of subsidiaries	23			(53		)	59			57			10			5			101
Equity in net earnings (loss) of subsidiaries	78			131			62			—			—			(271		)	—
Net income (loss)	101			78			121			57			10			(266		)	101
Other comprehensive (loss) income	(12		)	(12		)	(11		)	(6		)	—			29			(12		)
Comprehensive income (loss)	$	89		$	66		$	110		$	51		$	10		$	(237	)	$	89

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2010

									Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries		Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	940		$	629	$	265		$	—		$	—		$	1,834
Sales of rental equipment	—			73			48		23			—			—			144
Sales of new equipment	—			41			18		19			—			—			78
Contractor supplies sales	—			41			30		24			—			—			95
Service and other revenues	—			46			23		17			—			—			86
Total revenues	—			1,141			748		348			—			—			2,237
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			463			331		130			—			—			924
Depreciation of rental equipment	—			214			130		45			—			—			389
Cost of rental equipment sales	—			51			36		16			—			—			103
Cost of new equipment sales	—			34			15		16			—			—			65
Cost of contractor supplies sales	—			30			20		16			—			—			66
Cost of service and other revenues	—			20			9		3			—			—			32
Total cost of revenues	—			812			541		226			—			—			1,579
Gross profit	—			329			207		122			—			—			658
Selling, general and administrative expenses	21			149			121		56			20			—			367
Restructuring charge	—			21			13		—			—			—			34
Non-rental depreciation and amortization	13			26			17		4			—			—			60
Operating (loss) income	(34		)	133			56		62			(20		)	—			197
Interest expense (income), net	12			237			6		(3		)	4			(1		)	255
Interest expense-subordinated convertible debentures, net	8			—			—		—			—			—			8
Other (income) expense, net	(62		)	54			28		12			(35		)	—			(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	8			(158		)	22		53			11			1			(63		)
Provision (benefit) for income taxes	3			(78		)	7		22			5			—			(41		)
Income (loss) from continuing operations	5			(80		)	15		31			6			1			(22		)
Loss from discontinued operation, net of taxes	—			(4		)	—		—			—			—			(4		)
Income (loss) before equity in net (loss) earnings of subsidiaries	5			(84		)	15		31			6			1			(26		)
Equity in net (loss) earnings of subsidiaries	(31		)	53			32		—			—			(54		)	—
Net (loss) income	(26		)	(31		)	47		31			6			(53		)	(26		)
Other comprehensive income (loss)	20			20			20		13			—			(53		)	20
Comprehensive (loss) income	$	(6	)	$	(11	)	$	67	$	44		$	6		$	(106	)	$	(6	)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2012

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	7		$	642		$	150		$	153		$	(231	)	$	—	$	721
Net cash used in investing activities	(7		)	(1,851		)	(155		)	(91		)	—			—		(2,104		)
Net cash provided by (used in) financing activities	—			1,223			5			(6		)	231			—		1,453
Effect of foreign exchange rates	—			—			—			—			—			—		—
Net increase in cash and cash equivalents	—			14			—			56			—			—		70
Cash and cash equivalents at beginning of period	—			6			—			30			—			—		36
Cash and cash equivalents at end of period	$	—		$	20		$	—		$	86		$	—		$	—	$	106

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2011

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	—		$	280		$	236		$	132		$	(36	)	$	—	$	612
Net cash used in investing activities	(13		)	(315		)	(241		)	(296		)	—			—		(865		)
Net cash provided by (used in) financing activities	13			37			5			(11		)	36			—		80
Effect of foreign exchange rates	—			—			—			6			—			—		6
Net increase (decrease) in cash and cash equivalents	—			2			—			(169		)	—			—		(167		)
Cash and cash equivalents at beginning of period	—			4			—			199			—			—		203
Cash and cash equivalents at end of period	$	—		$	6		$	—		$	30		$	—		$	—	$	36

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2010

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	14		$	304		$	77		$	82		$	(25	)	$	—	$	452
Net cash used in investing activities	(13		)	(78		)	(82		)	(50		)	—			—		(223		)
Net cash (used in) provided by financing activities	(1		)	(227		)	2			(2		)	25			—		(203		)
Effect of foreign exchange rate	—			—			—			8			—			—		8
Net (decrease) increase in cash and cash equivalents	—			(1		)	(3		)	38			—			—		34
Cash and cash equivalents at beginning of period	—			5			3			161			—			—		169
Cash and cash equivalents at end of period	$	—		$	4		$	—		$	199		$	—		$	—	$	203

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Segment Information (Reconciliation to consolidated totals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total equipment rentals gross profit	$ 1,364	$ 736	$ 521
Gross profit from other lines of business	223	162	137
Selling, general and administrative expenses	(588)	(407)	(367)
RSC merger related costs	(111)	(19)	0
Restructuring charge	(99)	(19)	(34)
Non-rental depreciation and amortization	(198)	(57)	(60)
Interest expense, net	(512)	(228)	(255)
Interest expense- subordinated convertible debentures, net	(4)	(7)	(8)
Other income, net	13	3	3
Income (loss) from continuing operations before provision (benefit) for income taxes	$ 88	$ 164	$ (63)

XML

Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	First Quarter			Second Quarter			Third Quarter		Fourth Quarter		Full Year
For the year ended December 31, 2012 (1):
Total revenues	$	656		$	993		$	1,219	$	1,249	$	4,117
Gross profit	213			374			505		495		1,587
Operating income	87			46			222		236		591
Income (loss) from continuing operations	13			(52		)	73		41		75
Earnings (loss) per share from continuing operations—basic	0.21			(0.63		)	0.78		0.45		0.91
Earnings (loss) per share from continuing operations—diluted (3)	0.17			(0.63		)	0.70		0.40		0.79
Net income (loss)	13			(52		)	73		41		75
For the year ended December 31, 2011 (2):
Total revenues	$	523		$	629		$	713	$	746	$	2,611
Gross profit	138			211			274		275		898
Operating income	30			95			156		115		396
(Loss) income from continuing operations	(20		)	28			65		28		101
(Loss) earnings per share from continuing operations—basic	(0.34		)	0.45			1.04		0.45		1.62
(Loss) earnings per share from continuing operations—diluted (3)	(0.34		)	0.38			0.91		0.39		1.38
Net (loss) income	(20		)	27			65		29		101

(1) During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets.During the fourth quarter of 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

(2) During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs.Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

(3) Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2012:
RSC merger related costs (4)	$	(0.09	)	$	(0.60	)	$	(0.05	)	$	(0.08	)	$	(0.72	)
RSC merger related intangible asset amortization (5)	—			(0.21		)	(0.25		)	(0.25		)	(0.74		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.02			0.02			—			0.03
Impact of the fair value mark-up of acquired RSC fleet and inventory (7)	—			(0.05		)	(0.09		)	(0.09		)	(0.24		)
Pre-close RSC merger related interest expense (8)	(0.10		)	(0.12		)	—			—			(0.19		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)	—			0.01			0.01			0.01			0.03
Restructuring charge (10)	—			(0.39		)	(0.23		)	(0.03		)	(0.64		)
Asset impairment charge (11)	—			(0.02		)	(0.06		)	(0.01		)	(0.10		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	—			—			—			(0.41		)	(0.45		)
Gain on sale of software subsidiary (13)	—			0.07			—			(0.01		)	0.05
For the year ended December 31, 2011:
RSC merger related costs (4)	—			$	—		$	—		$	(0.25	)	$	(0.25	)
Restructuring charge (10)	(0.01		)	$	(0.01	)	$	(0.01	)	$	(0.12	)	$	(0.16	)
Asset impairment charge (11)	—			(0.01		)	—			(0.03		)	(0.04		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	(0.01		)	—			—			(0.03		)	(0.04		)

(4) This reflects transaction costs associated with the RSC acquisition discussed in note 3 to our consolidated financial statements.

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

(6) 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.

(7) 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 subsequently sold.

(8) As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2,825 of debt in connection with the RSC merger. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.

(9) This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note 12 to our consolidated financial statements for additional detail on the acquired debt.

(10) As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC merger and our closed restructuring program.

(11) As discussed in note 5 to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.

(12) This reflects losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.

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

After Tax Impact On Diluted Earnings Per Share

Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2012:
RSC merger related costs (4)	$	(0.09	)	$	(0.60	)	$	(0.05	)	$	(0.08	)	$	(0.72	)
RSC merger related intangible asset amortization (5)	—			(0.21		)	(0.25		)	(0.25		)	(0.74		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.02			0.02			—			0.03
Impact of the fair value mark-up of acquired RSC fleet and inventory (7)	—			(0.05		)	(0.09		)	(0.09		)	(0.24		)
Pre-close RSC merger related interest expense (8)	(0.10		)	(0.12		)	—			—			(0.19		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)	—			0.01			0.01			0.01			0.03
Restructuring charge (10)	—			(0.39		)	(0.23		)	(0.03		)	(0.64		)
Asset impairment charge (11)	—			(0.02		)	(0.06		)	(0.01		)	(0.10		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	—			—			—			(0.41		)	(0.45		)
Gain on sale of software subsidiary (13)	—			0.07			—			(0.01		)	0.05
For the year ended December 31, 2011:
RSC merger related costs (4)	—			$	—		$	—		$	(0.25	)	$	(0.25	)
Restructuring charge (10)	(0.01		)	$	(0.01	)	$	(0.01	)	$	(0.12	)	$	(0.16	)
Asset impairment charge (11)	—			(0.01		)	—			(0.03		)	(0.04		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	(0.01		)	—			—			(0.03		)	(0.04		)

(4) This reflects transaction costs associated with the RSC acquisition discussed in note 3 to our consolidated financial statements.

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

(6) 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.

(7) 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 subsequently sold.

(8) As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2,825 of debt in connection with the RSC merger. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.

(9) This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note 12 to our consolidated financial statements for additional detail on the acquired debt.

(10) As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC merger and our closed restructuring program.

(11) As discussed in note 5 to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.

(12) This reflects losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.

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

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies Disclosures [Abstract]

Cash Equivalents

Cash Equivalents

We consider all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. Our cash equivalents at December 31, 2012 consist of direct obligations of financial institutions rated A or better.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds.

Inventory

Inventory

Inventory consists of new equipment, contractor supplies, tools, parts, fuel and related supply items. Inventory is stated at the lower of cost or market. Cost is determined, depending on the type of inventory, using either a specific identification, weighted-average or first-in, first-out method.

Property and Equipment

Rental Equipment

Rental equipment, which includes service and delivery vehicles, is recorded at cost and depreciated over the estimated useful life of the equipment using the straight-line method. The range of estimated useful lives for rental equipment is two to 12 years. Rental equipment is depreciated to a salvage value of zero to 10 percent of cost. Rental equipment is depreciated whether or not it is out on rent. Costs we incur in connection with refurbishment programs that extend the life of our equipment are capitalized and amortized over the remaining useful life of the equipment. The costs incurred under these refurbishment programs were $24, $10 and $12 for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in purchases of rental equipment in our consolidated statements of cash flows. Ordinary repair and maintenance costs are charged to operations as incurred. Repair and maintenance costs are included in cost of revenues on our consolidated statements of income. Repair and maintenance expense (including both labor and parts) for our rental equipment was $455, $291 and $262 for the years ended December 31, 2012, 2011 and 2010, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. The range of estimated useful lives for property and equipment is two to 39 years. Ordinary repair and maintenance costs are charged to expense as incurred. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining life of the lease, whichever is shorter.

Purchase Price Allocation

Purchase Price Allocation

We have made a number of acquisitions in the past (including the acquisition of RSC in 2012) and may continue to make acquisitions in the future. We allocate the cost of the acquired entity to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. Long lived assets (principally rental equipment) and goodwill generally represent the largest components of our acquisitions. In addition to goodwill, the intangible assets that we have acquired are non-compete agreements, customer relationships and trade names and associated trademarks. Goodwill is calculated as the excess of the cost of the acquired entity over the net of the fair value of the assets acquired and the liabilities assumed. Non-compete agreements, customer relationships and trade names and associated trademarks are valued based on an excess earnings or income approach based on projected cash flows.

When we make an acquisition, we also acquire other assets and assume liabilities. These other assets and liabilities typically include, but are not limited to, parts inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entities' balance sheets.

Evaluation of Goodwill Impairment

Evaluation of Goodwill Impairment

Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Application of the goodwill impairment test requires judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units; determination of the fair value of each reporting unit; and an assumption as to the form of the transaction in which the reporting unit would be acquired by a market participant (either a taxable or nontaxable transaction).

We estimate the fair value of our reporting units (which are our regions) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market price data of shares of our Company and other corporations engaged in similar businesses as well as acquisition multiples paid in recent transactions within our industry (including our own acquisitions). We believe this approach, which utilizes multiple valuation techniques, yields the most appropriate evidence of fair value. We review goodwill for impairment utilizing a two-step process. The first step of the impairment test requires a comparison of the fair value of each of our reporting units' net assets to the respective carrying value of net assets. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists and a second step is not performed. If the carrying amount of a reporting unit's net assets is higher than its fair value, there is an indication that an impairment may exist and a second step must be performed. In the second step, the impairment is calculated by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations.

In September 2011, the Financial Accounting Standards Board ("FASB") issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. We early adopted this guidance and, in connection with our annual goodwill impairment test that was conducted as of October 1, 2011, we concluded that it was more likely than not that the fair values of our reporting units were greater than their carrying amounts. After reaching this conclusion, no further testing was performed. The qualitative factors we considered included, but were not limited to, general economic conditions, our outlook for construction activity, our recent and forecasted financial performance and the price of the Company's common stock. In connection with our goodwill impairment test that was conducted as of October 1, 2012, we bypassed the qualitative assessment for each of our reporting units and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying values by at least 15 percent.

Restructuring Charges

Restructuring Charges

Costs associated with exit or disposal activities, including lease termination costs and certain employee severance costs associated with restructuring, branch closing or other activity, are recognized at fair value when they are incurred.

Other Intangible Assets

Other Intangible Assets

Other intangible assets consist of non-compete agreements, customer relationships and trade names and associated trademarks. The non-compete agreements are being amortized on a straight-line basis over initial periods ranging from 2 to 5 years. The customer relationships are being amortized either using the sum of the years' digits method or on a straight-line basis over initial periods ranging from 8 to 15 years. The trade names and associated trademarks are being amortized using the sum of the years' digits method over an initial period of 5 years. We believe that the amortization methods used reflect the estimated pattern in which the economic benefits will be consumed.

Long-Lived Assets

Long-Lived Assets

Long-lived assets are recorded at the lower of amortized cost or fair value. As part of an ongoing review of the valuation of long-lived assets, we assess the carrying value of such assets if facts and circumstances suggest they may be impaired. If this review indicates the carrying value of such an asset may not be recoverable, as determined by an undiscounted cash flow analysis over the remaining useful life, the carrying value would be reduced to its estimated fair value.

Translation of Foreign Currency

Translation of Foreign Currency

Assets and liabilities of our Canadian subsidiaries that have a functional currency other than U.S. dollars are translated into U.S. dollars using exchange rates at the balance sheet date. Revenues and expenses are translated at average exchange rates effective during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income within stockholders’ equity.

Revenue Recognition

Revenue Recognition

Our rental contract periods are hourly, daily, weekly or monthly and we recognize equipment rental revenue on a straight-line basis. As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date. We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue of $26 and $16 as of December 31, 2012 and 2011, respectively. Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is reasonably assured. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer. Service revenue is recognized as the services are performed. Sales tax amounts collected from customers are recorded on a net basis.

Delivery Expense

Delivery Expense

Equipment rentals include our revenues from fees we charge for equipment delivery. Delivery costs are charged to operations as incurred, and are included in cost of revenues on our consolidated statements of income.

Advertising Expense

Advertising Expense

We promote our business through local and national advertising in various media, including trade publications, yellow pages, the Internet, radio and direct mail. Advertising costs are generally expensed as incurred. Advertising expense, net of qualified advertising reimbursements, was $0, $0 and $2 for the years ended December 31, 2012, 2011 and 2010, respectively.

Insurance

Insurance

We are insured for general liability, workers’ compensation and automobile liability, subject to deductibles or self-insured retentions per occurrence of $2 for general liability, $1 for workers’ compensation and $2 for automobile liability as of December 31, 2012 and 2011. Losses within these deductible amounts are accrued based upon the aggregate liability for reported claims incurred, as well as an estimated liability for claims incurred but not yet reported. These liabilities are not discounted. The Company is also self-insured for group medical claims but purchases “stop loss” insurance to protect itself from any one loss exceeding $600,000 (actual dollars).

Income Taxes

Income Taxes

We use the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between financial statement and tax bases of assets and liabilities and are measured using the tax rates and laws that are expected to be in effect when the differences are expected to reverse. Recognition of deferred tax assets is limited to amounts considered by management to be more likely than not to be realized in future periods. The most significant positive evidence that we consider in the recognition of deferred tax assets is the expected reversal of cumulative deferred tax liabilities resulting from book versus tax depreciation of our rental equipment fleet that is well in excess of the deferred tax assets.

We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return regarding uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset or an increase in a deferred tax liability.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates impact the calculation of the allowance for doubtful accounts, depreciation and amortization, income taxes, reserves for claims, loss contingencies (including legal contingencies) and the fair values of financial instruments. Actual results could materially differ from those estimates.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain cash and cash equivalents with high quality financial institutions. Concentration of credit risk with respect to receivables is limited because a large number of geographically diverse customers make up our customer base. Our largest customer accounted for less than one percent of total revenues in each of 2012, 2011, and 2010. Our customer with the largest receivable balance represented approximately two percent of total receivables at December 31, 2012 and 2011. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

Stock-Based Compensation

Stock-Based Compensation

We measure stock-based compensation at the grant date based on the fair value of the award and recognize stock-based compensation expense over the requisite service period. Determining the fair value of stock option awards requires judgment, including estimating stock price volatility, forfeiture rates and expected option life. Restricted stock awards are valued based on the fair value of the stock on the grant date and the related compensation expense is recognized over the service period. Similarly, for time-based restricted stock awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the requisite service period. We classify cash flows from tax benefits resulting from tax deductions in excess of the compensation cost recognized for stock-based awards (“excess tax benefits”) as financing cash flows.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Fair Value of Consideration Transferred

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

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

Schedule of Purchase Price Allocation

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.

Accounts receivable, net of allowance for doubtful accounts (1)	$	238
Inventory	23
Deferred taxes	15
Rental equipment	2,013
Property and equipment	47
Intangibles (2)	1,224
Other assets	53
Total identifiable assets acquired	3,613
Short-term debt and current maturities of long-term debt (3)	(1,586		)
Current liabilities	(400		)
Deferred taxes	(697		)
Long-term debt (3)	(992		)
Other long-term liabilities	(13		)
Total liabilities assumed	(3,688		)
Net identifiable assets acquired	(75		)
Goodwill (4)	2,661
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 our preliminary purchase accounting assessments:

	Fair value		Life (years)
Customer relationships	$	1,094	15
Trade names and associated trademarks	81		5
Non-compete agreements	49		5
Total	$	1,224

(3) At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9.5 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 consolidated balance sheet as of December 31, 2012 is discussed further in note 12 to the 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.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our preliminary purchase accounting assessments:

	Fair value		Life (years)
Customer relationships	$	1,094	15
Trade names and associated trademarks	81		5
Non-compete agreements	49		5
Total	$	1,224

Schedule of Debt Acquired as Part of Business Combination

At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9.5 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 consolidated balance sheet as of December 31, 2012 is discussed further in note 12 to the 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	)

Pro Forma Information

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. The table below presents unaudited pro forma consolidated income statement information as if RSC had been included in our consolidated results for the entire periods reflected:

	Year Ended December 31,
	2012			2011
United Rentals historic revenues	$	4,117		$	2,611
RSC historic revenues	547			1,522
Pro forma revenues	4,664			4,133
United Rentals historic pretax income	88			164
RSC historic pretax loss	(8		)	(40		)
Combined pretax income	80			124
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups/useful life changes on depreciation (1)	—			—
Impact of the fair value mark-up of acquired RSC fleet on cost of rental equipment sales (2)	(4		)	(12		)
Intangible asset amortization (3)	(43		)	(173		)
Interest expense on merger financing notes (4)	(39		)	(207		)
Elimination of historic RSC interest (5)	38			166
RSC historic interest fair value adjustment (6)	2			7
Elimination of merger costs (7)	148			30
Restructuring charges (8)	75			(85		)
Pro forma pretax income (loss)	$	257		$	(150	)

(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 12 to the 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.

(8) Restructuring charges comprised of severance costs and branch closure charges associated with the acquisition 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 December 31, 2012, we have recognized $96 of such restructuring charges, and expect to recognize an additional $5 to $10 of such charges subsequent to December 31, 2012.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Cash Flows From Operating Activities:
Net income (loss)	$ 75	[1]	$ 101	[2]	$ (26)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	897		480		449
Amortization of deferred financing costs and original issue discounts	23		22		23
Gain on sales of rental equipment	(125)		(66)		(41)
Loss (gain) on sales of non-rental equipment	(2)		(2)		0
Gain on sale of software subsidiary	(8)		0		0
Stock compensation expense, net	32		12		8
RSC merger related costs	111		19		0
Restructuring charge	99		19		34
Loss on extinguishment of debt securities and ABL amendment	72		3		28
Loss on retirement of subordinated convertible debentures	0		2		0
(Decrease) increase in deferred taxes	(16)		39		(58)
Changes in operating assets and liabilities:
Increase in accounts receivable	(86)		(62)		(38)
(Increase) decrease in inventory	(2)		(3)		5
(Increase) decrease in prepaid expenses and other assets	(18)		(15)		61
(Decrease) increase in accounts payable	(223)		68		4
(Decrease) increase in accrued expenses and other liabilities	(108)		(5)		3
Net cash provided by operating activities	721		612		452
Cash Flows From Investing Activities:
Purchases of rental equipment	(1,272)		(774)		(346)
Purchases of non-rental equipment	(97)		(36)		(28)
Proceeds from sales of rental equipment	399		208		144
Proceeds from sales of non-rental equipment	31		13		7
Purchases of other companies, net of cash acquired	(1,175)		(276)		0
Proceeds from sale of software subsidiary	10		0		0
Net cash used in investing activities	(2,104)		(865)		(223)
Cash Flows From Financing Activities:
Proceeds from debt	6,013		1,892		3,423
Payments of debt, including subordinated convertible debentures	(4,370)		(1,813)		(3,606)
Payments of financing costs	(75)		(16)		(18)
Proceeds from the exercise of common stock options	21		35		1
Common stock repurchased	(131)		(7)		(1)
Cash paid in connection with the 4 percent Convertible Senior Notes and related hedge, net	0		(11)		0
Excess tax benefits from share-based payment arrangements, net	(5)		0		(2)
Net cash provided by (used in) financing activities	1,453		80		(203)
Effect of foreign exchange rates	0		6		8
Net increase (decrease) in cash and cash equivalents	70		(167)		34
Cash and cash equivalents at beginning of year	36		203		169
Cash and cash equivalents at end of year	106		36		203
Supplemental disclosure of cash flow information:
Cash paid for interest, including subordinated convertible debentures	371		203		229
Cash paid (received) for income taxes, net	$ 40		$ 24		$ (49)

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Segment Reporting, Measurement Disclosures [Abstract]

Financial information by segment

The following table sets forth financial information by segment for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011.

	General rentals		Trench safety, power and HVAC		Total
2012
Equipment rentals	$	3,188	$	267	$	3,455
Sales of rental equipment	387		12		399
Sales of new equipment	86		7		93
Contractor supplies sales	80		7		87
Service and other revenues	79		4		83
Total revenue	3,820		297		4,117
Depreciation and amortization expense	850		47		897
Equipment rentals gross profit	1,239		125		1,364
Capital expenditures	1,285		84		1,369
Total assets	$	10,545	$	481	$	11,026
2011
Equipment rentals	$	1,953	$	198	$	2,151
Sales of rental equipment	201		7		208
Sales of new equipment	77		7		84
Contractor supplies sales	79		6		85
Service and other revenues	79		4		83
Total revenue	2,389		222		2,611
Depreciation and amortization expense	448		32		480
Equipment rentals gross profit	643		93		736
Capital expenditures	739		71		810
Total assets	$	3,776	$	367	$	4,143
2010
Equipment rentals	$	1,693	$	141	$	1,834
Sales of rental equipment	134		10		144
Sales of new equipment	72		6		78
Contractor supplies sales	89		6		95
Service and other revenues	83		3		86
Total revenue	2,071		166		2,237
Depreciation and amortization expense	426		23		449
Equipment rentals gross profit	461		60		521
Capital expenditures	$	344	$	30	$	374

Reconciliation of sement operating income to total Company operating income

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 (loss) from continuing operations before provision (benefit) for income taxes:

	Year Ended December 31,
	2012			2011			2010
Total equipment rentals gross profit	$	1,364		$	736		$	521
Gross profit from other lines of business	223			162			137
Selling, general and administrative expenses	(588		)	(407		)	(367		)
RSC merger related costs	(111		)	(19		)	—
Restructuring charge	(99		)	(19		)	(34		)
Non-rental depreciation and amortization	(198		)	(57		)	(60		)
Interest expense, net	(512		)	(228		)	(255		)
Interest expense- subordinated convertible debentures, net	(4		)	(7		)	(8		)
Other income, net	13			3			3
Income (loss) from continuing operations before provision (benefit) for income taxes	$	88		$	164		$	(63	)

Geographic area information

We operate in the United States and Canada. The following table presents geographic area information for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011. All the foreign assets as of December 31, 2012 and 2011 are Canadian, and the foreign information in the following table primarily relates to Canada.

	Domestic		Foreign		Total
2012
Equipment rentals	$	2,948	$	507	$	3,455
Sales of rental equipment	350		49		399
Sales of new equipment	67		26		93
Contractor supplies sales	67		20		87
Service and other revenues	66		17		83
Total revenue	3,498		619		4,117
Rental equipment, net	4,357		609		4,966
Property and equipment, net	390		38		428
Goodwill and other intangibles, net	$	3,804	$	366	$	4,170
2011
Equipment rentals	$	1,779	$	372	$	2,151
Sales of rental equipment	180		28		208
Sales of new equipment	59		25		84
Contractor supplies sales	62		23		85
Service and other revenues	64		19		83
Total revenue	2,144		467		2,611
Rental equipment, net	2,181		436		2,617
Property and equipment, net	338		28		366
Goodwill and other intangibles, net	$	232	$	140	$	372
2010
Equipment rentals	$	1,569	$	265	$	1,834
Sales of rental equipment	121		23		144
Sales of new equipment	59		19		78
Contractor supplies sales	71		24		95
Service and other revenues	68		18		86
Total revenue	$	1,888	$	349	$	2,237

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Common Stock (Options) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified					12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2012 $0.01-5.00 [Member]	Dec. 31, 2012 5.01-10.00 [Member]	Dec. 31, 2012 10.01-15.00 [Member]	Dec. 31, 2012 15.01-20.00 [Member]	Dec. 31, 2012 20.01-25.00 [Member]	Dec. 31, 2012 25.01-30.00 [Member]	Dec. 31, 2012 30.01-35.00 [Member]	Dec. 31, 2012 35.01-40.00 [Member]	Dec. 31, 2012 40.01-45.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum					$ 0.01	$ 5.01	$ 10.01	$ 15.01	$ 20.01	$ 25.01	$ 30.01	$ 35.01	$ 40.01
Range of Exercise Prices, Maximum					$ 5.00	$ 10.00	$ 15.00	$ 20.00	$ 25.00	$ 30.00	$ 35.00	$ 40.00	$ 45.00
Amount Outstanding	1,288	1,536	3,353	2,782	297	431	121	131	24	149	84	0	51
Weighted Average Remaining Contractual Life					6 years 2 months	7 years 2 months	6 years 0 months	5 years 3 months	4 years 3 months	7 years 2 months	8 years 0 months	0 years	9 years 1 month 6 days
Weighted Average Exercise Price	$ 13.69	$ 9.30	$ 14.30	$ 15.40	$ 3.38	$ 8.37	$ 14.09	$ 16.14	$ 22.97	$ 25.85	$ 31.96	$ 0.00	$ 41.25
Amount Exercisable	770	674	1,932		297	165	105	87	24	62	30	0	0
Weighted Average Exercise Price	$ 10.97	$ 10.14	$ 19.98		$ 3.38	$ 8.34	$ 14.21	$ 16.61	$ 22.97	$ 26.12	$ 32.13	$ 0.00	$ 0.00

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Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Debt consists of the following:

	December 31,
	2012			2011
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	453		$	255
$1.9 billion ABL Facility (1)	1,184			810
10 7/8 percent Senior Notes (2)	—			489
10 1/4 percent Senior Notes (3)	223			—
9 1/4 percent Senior Notes	494			493
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes (3)	695			—
6 1/8 percent Senior Notes	400			—
1 7/8 percent Convertible Senior Subordinated Notes (2)	—			22
Capital leases (3)	148			39
Merger financing notes (4):
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	7,172			2,858
Holdings:
4 percent Convertible Senior Notes	137			129
Total debt (5)	7,309			2,987
Less short-term portion	(630		)	(395		)
Total long-term debt	$	6,679		$	2,592

(1) $654 and $22 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2012. The ABL facility availability is reflected net of $62 of letters of credit. At December 31, 2012, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.3 percent and 0.9 percent, respectively.

(2) During 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities.

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

(5) In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 ¹/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at December 31, 2012 and 2011 excludes $55 of these Debentures, which are separately classified in our 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. See note 13 (“Subordinated Convertible Debentures”) for additional detail.

Schedule of Maturities of Long-term Debt

Maturities of the Company’s debt (exclusive of any unamortized original issue discount) for each of the next five years and thereafter at December 31, 2012 are as follows:

2013	$	493
2014	36
2015	197
2016	1,202
2017	11
Thereafter	5,339
Total	$	7,278

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Acquisitions (Pro Forma) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Business Acquisition [Line Items]
Revenues	$ 1,249	[1]	$ 1,219	[1]	$ 993	[1]	$ 656	[1]	$ 746	[2]	$ 713	[2]	$ 629	[2]	$ 523	[2]	$ 4,117	[1]	$ 2,611	[2]	$ 2,237
Pro forma revenues																	4,664		4,133
Historic pretax income (loss)																	88		164		(63)
Pro forma pretax income (loss), before adjustments																	80		124
Pro forma pretax income (loss)																	257		(150)
RSC [Member]
Business Acquisition [Line Items]
Revenues																	547		1,522
Historic pretax income (loss)																	(8)		(40)
Impact of fair value mark-ups/useful life changes on depreciation [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	0	[3]	0	[3]
Impact of the fair value mark-up of acquired RSC fleet on cost of rental equipment sales [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	(4)	[4]	(12)	[4]
Intangible asset amortization [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	(43)	[5]	(173)	[5]
Interest expense on merger financing notes [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	(39)	[6]	(207)	[6]
Elimination of historic RSC interest [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	38	[7]	166	[7]
RSC historic interest fair value adjustment [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	2	[8]	7	[8]
Elimination of merger costs [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	148	[9]	30	[9]
Restructuring charges [Member]
Business Acquisition [Line Items]
Pro forma adjustments to pretax income																	$ 75	[10]	$ (85)	[10]

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] 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.

[4] Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the RSC acquisition.

[5] The intangible assets acquired in the RSC acquisition were amortized.

[6] Interest expense was adjusted to reflect interest on the merger financing notes described in note 12 to the consolidated financial statements.

[7] RSC historic interest on debt that is not part of the combined entity was eliminated.

[8] RSC historic interest was adjusted for the fair value mark-ups of the debt acquired in the RSC acquisition.

[9] The RSC merger related costs were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date.

[10] Restructuring charges comprised of severance costs and branch closure charges associated with the acquisition 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 December 31, 2012, we have recognized $96 of such restructuring charges, and expect to recognize an additional $5 to $10 of such charges subsequent to December 31, 2012.

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Debt (Schedule of Debt Maturity) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Maturity profile:
2013	$ 493
2014	36
2015	197
2016	1,202
2017	11
Thereafter	5,339
Total	$ 7,278

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 106	$ 36
Accounts receivable, net of allowance for doubtful accounts of $64 at December 31, 2012 and $33 at December 31, 2011	793	464
Inventory	68	44
Prepaid expenses and other assets	111	75
Deferred taxes	265	104
Total current assets	1,343	723
Rental equipment, net	4,966	2,617
Property and equipment, net	428	366
Goodwill and other intangible assets, net	4,170	372
Other long-term assets	119	65
Total assets	11,026	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	630	395
Accounts payable	286	206
Accrued expenses and other liabilities	435	263
Total current liabilities	1,351	864
Long-term debt	6,679	2,592
Subordinated convertible debentures	55	55
Deferred taxes	1,302	470
Other long-term liabilities	65	59
Total liabilities	9,452	4,040
Temporary equity (note 12)	31	39
Common stock—$0.01 par value, 500,000,000 shares authorized, 95,891,809 and 92,984,016 shares issued and outstanding, respectively, at December 31, 2012 and 62,877,530 shares issued and outstanding at December 31, 2011	1	1
Additional paid-in capital	1,997	487
Accumulated deficit	(424)	(499)
Treasury stock at cost—2,907,793 and 0 shares at December 31, 2012 and December 31, 2011, respectively	(115)	0
Accumulated other comprehensive income	84	75
Total stockholders’ equity	1,543	64
Total liabilities and stockholders’ equity	$ 11,026	$ 4,143

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Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings (loss) per share (shares in thousands):

	Year Ended December 31,
	2012		2011		2010
Numerator:
Income (loss) from continuing operations	$	75	$	101	$	(22	)
Convertible debt interest—1 7/8 percent notes	—		—		—
Income (loss) from continuing operations available to common stockholders	75		101		(22		)
Loss from discontinued operation	—		—		(4		)
Net income (loss) available to common stockholders	$	75	$	101	$	(26	)
Denominator:
Denominator for basic earnings (loss) per share—weighted-average common shares	82,960		62,184		60,455
Effect of dilutive securities:
Employee stock options and warrants	720		1,037		—
Convertible subordinated notes—1 7/8 percent	—		1,015		—
Convertible subordinated notes—4 percent	10,632		8,532		—
Restricted stock units	536		581		—
Denominator for diluted earnings (loss) per share—adjusted weighted-average common shares	94,848		73,349		60,455
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.91	$	1.62	$	(0.38	)
Loss from discontinued operation	—		—		(0.06		)
Net income (loss)	$	0.91	$	1.62	$	(0.44	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.79	$	1.38	$	(0.38	)
Loss from discontinued operation	—		—		(0.06		)
Net income (loss)	$	0.79	$	1.38	$	(0.44	)

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) In Millions, except Share data, unless otherwise specified		Total		Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2009				$ 1	$ 487	$ (574)		$ 67
Balance (in shares) at Dec. 31, 2009				60,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(26)				(26)
Foreign currency translation adjustments		20						20
Fixed price diesel swaps		0
Stock compensation expense, net					8
Exercise of common stock options (in shares)		196,000
Excess tax benefits from share-based payment arrangements, net					(2)
Other (in shares)				1,000,000
Other					(1)
Balance at Dec. 31, 2010				1	492	(600)		87
Balance (in shares) at Dec. 31, 2010				61,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		101	[1]			101
Foreign currency translation adjustments		(11)						(11)
Fixed price diesel swaps		(1)						(1)
Stock compensation expense, net					12
Exercise of common stock options (in shares)		1,831,000		2,000,000
Exercise of common stock options					35
4 percent Convertible Senior Notes (1)	[2]				(45)
Shares repurchased and retired					(7)
Balance at Dec. 31, 2011		64		1	487	(499)	0	75
Balance (in shares) at Dec. 31, 2011		62,877,530		63,000,000			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		75	[3]			75
Foreign currency translation adjustments		8						8
Fixed price diesel swaps		1						1
RSC acquisition (in shares)				30,000,000
RSC acquisition					1,425
Stock compensation expense, net	[4]				55
Exercise of common stock options (in shares)		1,362,000		2,000,000
Exercise of common stock options					21
Conversion of 1 7/8 percent Convertible Senior Subordinated Notes (in shares)				1,000,000
Conversion of 1 7/8 percent Convertible Senior Subordinated Notes					22
4 percent Convertible Senior Notes (1)					8
Shares repurchased and retired					(16)
Repurchase of common stock (in shares)				(3,000,000)			3,000,000
Repurchase of common stock							(115)
Excess tax benefits from share-based payment arrangements, net					(5)
Balance at Dec. 31, 2012		$ 1,543		$ 1	$ 1,997	$ (424)	$ (115)	$ 84
Balance (in shares) at Dec. 31, 2012		95,891,809		93,000,000			3,000,000

[1] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[2] Reflects a reduction due to our 4 percent Convertible Senior Notes being redeemable at December 31, 2011 (an amount equal to the unamortized portion of the original issue discount was reclassified out of stockholders’ equity (deficit) and is reflected as “temporary equity” in our consolidated balance sheet as of December 31, 2011), and a reduction reflecting the excess of the cash transferred upon conversion of a portion of the 4 percent Convertible Senior Notes during the year ended December 31, 2011 over the principal amount of the converted notes, net of cash received from the option counterparties to our convertible note hedges upon the conversion. See note 12 to our consolidated financial statements for additional detail.

[3] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

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

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Restructuring and Asset Impairment Charges (Schedule Of Restructuring Charges) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended					3 Months Ended		12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2012 Branch closure charges [Member]	Dec. 31, 2011 Branch closure charges [Member]	Dec. 31, 2012 Closed Restructuring Program [Member]		Dec. 31, 2011 Closed Restructuring Program [Member]		Dec. 31, 2010 Closed Restructuring Program [Member]		Dec. 31, 2012 Closed Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2011 Closed Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2010 Closed Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2012 Closed Restructuring Program [Member] Severance costs [Member]		Dec. 31, 2011 Closed Restructuring Program [Member] Severance costs [Member]		Dec. 31, 2010 Closed Restructuring Program [Member] Severance costs [Member]		Dec. 31, 2012 Current Restructuring Program [Member]		Dec. 31, 2012 Current Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2012 Current Restructuring Program [Member] Severance costs [Member]
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	$ 28	[1]						$ 28		$ 28		$ 21		$ 27		$ 26		$ 20		$ 1		$ 2		$ 1		$ 0		$ 0		$ 0
Charged to Costs and Expenses (1)	99		19		34	6	14	3	[2]	19	[2]	34	[2]	3	[2]	17	[2]	28	[2]	0	[2]	2	[2]	6	[2]	96	[2]	53	[2]	43	[2]
Payments and Other								(12)		(19)		(27)		(11)		(16)		(22)		(1)		(3)		(5)		(54)		(20)		(34)
Ending Reserve Balance	$ 61	[1]	$ 28	[1]				$ 19		$ 28		$ 28		$ 19		$ 27		$ 26		$ 0		$ 1		$ 2		$ 42		$ 33		$ 9

[1] Relates to branch closure charges and severance costs. See note 5 (“Restructuring and Asset Impairment Charges”) for additional detail.

[2] Reflected in our consolidated statements of income as “Restructuring charge.” The restructuring charges are not allocated to our segments.

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment consist of the following:

	December 31,
	2012			2011
Land	$	106		$	109
Buildings	224			223
Non-rental vehicles	64			15
Machinery and equipment	51			39
Furniture and fixtures	141			123
Leasehold improvements	175			158
	761			667
Less accumulated depreciation and amortization	(333		)	(301		)
Property and equipment, net	$	428		$	366

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Derivatives (Narrative) (Details) In Millions, unless otherwise specified		12 Months Ended					12 Months Ended										12 Months Ended
	Dec. 31, 2012 Prepaid Expenses And Other Assets [Member] USD ($)	Dec. 31, 2012 Swap [Member] USD ($) gal	Dec. 31, 2011 Swap [Member] USD ($) gal	Dec. 31, 2010 Swap [Member] USD ($) gal	Dec. 31, 2011 Swap [Member] Prepaid Expenses And Other Assets [Member] USD ($)	Dec. 31, 2011 Swap [Member] Accrued Expenses And Other Liabilities [Member] USD ($)	Dec. 31, 2012 Foreign Exchange Forward [Member] CAD	Dec. 31, 2011 Foreign Exchange Forward [Member] USD ($)	Dec. 31, 2010 Foreign Exchange Forward [Member] USD ($)	Dec. 31, 2012 Maximum [Member] Swap [Member] USD ($)	Dec. 31, 2011 Maximum [Member] Swap [Member] USD ($)	Dec. 31, 2010 Maximum [Member] Swap [Member] USD ($)	Dec. 31, 2012 Maximum [Member] Swap [Member] Prepaid Expenses And Other Assets [Member] USD ($)	Dec. 31, 2012 Maximum [Member] Swap [Member] Accrued Expenses And Other Liabilities [Member] USD ($)	Dec. 31, 2012 Maximum [Member] Swap [Member] Accumulated Other Comprehensive Income (Loss) [Member] USD ($)	Dec. 31, 2011 Maximum [Member] Swap [Member] Accumulated Other Comprehensive Income (Loss) [Member] USD ($)	Dec. 31, 2012 Cost of equipment rentals, excluding depreciation [Member] Designated as Hedging Instrument [Member] Swap [Member] USD ($)		Dec. 31, 2011 Cost of equipment rentals, excluding depreciation [Member] Designated as Hedging Instrument [Member] Swap [Member] USD ($)		Dec. 31, 2010 Cost of equipment rentals, excluding depreciation [Member] Designated as Hedging Instrument [Member] Swap [Member] USD ($)
Derivative [Line Items]
Derivative, nonmonetary notional amount (in gallons)		7,900,000
Derivative purchases of underlying currency (in Canadian Dollars)							90
Derivative asset, fair value, gross asset	1				0								1
Derivative liability, fair value, gross liability						1								1
Derivative accumulated other comprehensive income															1	1
Hedging activities net cash flow impact		(25)	22	11						1	1	1
Gain (loss) on hedged item								(4)	(13)								(25)	[1],[2]	(23)	[1],[2]	(11)	[1],[2]
Derivative purchases of underlying commodity (in gallons)		6,300,000	5,900,000	3,600,000
Amount of income recognized on derivative								$ 4	$ 13										$ 2	[1],[2]

[1] Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps.

[2] Amounts recognized on hedged item reflect the use of 6.3 million, 5.9 million and 3.6 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2012, 2011 and 2010, respectively.

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Subordinated Convertible Debentures

12 Months Ended

Dec. 31, 2012

Subordinated Convertible Debentures Disclosure [Abstract]

Subordinated Convertible Debentures

Subordinated Convertible Debentures

The subordinated convertible debentures included in our consolidated balance sheets reflect the obligation to the Trust. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the Trust.

In August 1998, the Trust issued and sold $300 of QUIPS in a private offering. The Trust used the proceeds from the offering to purchase 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. The initial convertible rate was 1.146 shares of common stock per preferred security (equivalent to an initial conversion price of $43.63 per share). In July 2008, following the completion of a modified “Dutch auction” tender offer, the conversion price of the QUIPS was adjusted to $41.02 and, accordingly, each $50 (fifty dollars) in liquidation preference is now convertible into 1.219 shares of common stock. During the year ended December 31, 2011, we purchased an aggregate of $69 of QUIPS for $68. In connection with this purchase, we retired $69 principal amount of our subordinated convertible debentures and recognized a loss of $2, inclusive of the write-off of capitalized debt issuance costs. This loss is reflected in interest expense-subordinated convertible debentures, net, in our consolidated statements of income. As of December 31, 2012 and 2011, the aggregate amount of Debentures outstanding was $55.

Holders of the QUIPS are entitled to preferential cumulative cash distributions from the Trust at an annual rate of 6 ¹/2 percent of the liquidation value, accruing from the original issue date and payable quarterly in arrears beginning February 1, 1999. The distribution rate and dates correspond to the interest rate and payment dates on the Debentures. Holdings may defer quarterly interest payments on the Debentures for up to twenty consecutive quarters, but not beyond the maturity date of the Debentures. If Holdings’ quarterly interest payments on the Debentures are deferred, so are the corresponding cash distribution payments on the QUIPS. During any period in which Holdings is deferring its quarterly interest payments, Holdings will be prohibited from paying dividends on any of its capital stock or making principal, interest or other payments on debt securities that rank pari passu with or junior to the Debentures.

Holdings has executed a guarantee with regard to payment of the QUIPS to the extent that the Trust has insufficient funds to make the required payments.

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in carrying amount of goodwill

The following table presents the changes in the carrying amount of goodwill for each of the three years in the period ended December 31, 2012:

	General rentals		Trench safety, power and HVAC		Total
Balance at January 1, 2010 (1)	$	103	$	93	$	196
Foreign currency translation and other adjustments	2		—		2
Balance at December 31, 2010 (1)	105		93		198
Goodwill related to acquisitions	65		31		96
Foreign currency translation and other adjustments	(3)		(2)		(5)
Balance at December 31, 2011 (1)	167		122		289
Goodwill related to acquisitions (2)	2,661		20		2,681
Foreign currency translation and other adjustments	—		—		—
Balance at December 31, 2012 (1)	$	2,828	$	142	$	2,970

_________________

(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.

Components of intangible assets

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

	December 31, 2012
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	51 months	$	79	$	32	$	47
Customer relationships	14 years	$	1,233	$	144	$	1,089
Trade names and associated trademarks	52 months	$	83	$	19	$	64

	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

Estimated future amortization expense of intangible assets

As of December 31, 2012, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:

2013	$	178
2014	162
2015	147
2016	131
2017	107
Thereafter	475
Total	$	1,200

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Derivative Litigation and Stockholder Class Action Lawsuits

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

On December 28, 2011, a complaint was filed in Arizona Superior Court, captioned Israni v. RSC Holdings Inc., CV20 11-020579, on behalf of a putative class of RSC's stockholders against RSC, each member of the RSC board, certain of RSC's officers, and the Company challenging the merger. In an amended complaint, filed February 24, 2012, plaintiff alleged, among other things, that the directors and officers of RSC breached their fiduciary duties by allegedly agreeing to sell RSC at an unfair and inadequate price and by allegedly failing to take steps to maximize the sale price of RSC. The complaint also alleged that RSC and the Company aided and abetted in the directors' and officers' breach of their fiduciary duties, and that the defendants' public disclosures concerning the merger have been inaccurate or incomplete. On April 19, 2012, without agreeing that any of the claims had merit, the parties reached an agreement to settle the action, pursuant to which RSC and the Company agreed to make certain additional public disclosures regarding the merger and to pay certain attorneys' fees awarded by the court. On August 27, 2012, the court granted preliminary approval of the settlement and on September 28, 2012, the settlement was approved by the court.

We are 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 position, results of operations or cash flows.

Indemnification

The Company indemnifies its officers and directors pursuant to indemnification agreements and may in addition indemnify these individuals as permitted by Delaware law.

Operating Leases

We lease rental equipment, real estate and certain office equipment under operating leases. Certain real estate leases require us to pay maintenance, insurance, taxes and certain other expenses in addition to the stated rental payments. Future minimum lease payments by year and in the aggregate, for non-cancelable operating leases with initial or remaining terms of one year or more are as follows at December 31, 2012:

	Real Estate Leases		Non-Rental Equipment Leases
2013	$	102	$	29
2014	85		22
2015	72		19
2016	58		15
2017	40		14
Thereafter	82		16
Total	$	439	$	115

Our real estate leases provide for varying terms, including customary escalation clauses. We evaluate our operating leases in accordance with GAAP. Our leases generally include default provisions that are customary, and do not contain material adverse change clauses, cross-default provisions or subjective default provisions. In these leases, the occurrence of an event of default is objectively determinable based on predefined criteria. Based on the facts and circumstances that existed at lease inception and with consideration of our history as a lessee, we believe that it is reasonable to assume that an event of default will not occur.

Rent expense under all non-cancelable real estate, rental equipment and other equipment operating leases totaled $175, $122 and $129 for the years ended December 31, 2012, 2011 and 2010, respectively.

Capital Leases

Capital lease obligations consist primarily of vehicle and building leases with periods expiring at various dates through 2028. Capital lease obligations were $148 and $39 at December 31, 2012 and 2011, respectively. The following table presents capital lease financial statement information for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011:

	2012			2011			2010
Depreciation of rental equipment	$	15		$	3		$	6
Non-rental depreciation and amortization	4			4			4
Rental equipment	167			51
Less accumulated depreciation	(23		)	(24		)
Rental equipment, net	144			27
Property and equipment, net:
Non-rental vehicles	23			9
Buildings	17			17
Less accumulated depreciation and amortization	(9		)	(13		)
Property and equipment, net	$	31		$	13

Future minimum lease payments for capital leases for each of the next five years and thereafter at December 31, 2012 are as follows:

2013	$	46
2014	40
2015	32
2016	20
2017	12
Thereafter	17
Total	167
Less amount representing interest	(19		)
Capital lease obligations	$	148

Employee Benefit Plans

We currently sponsor two defined contribution 401(k) retirement plans, which are subject to the provisions of the Employee Retirement Income Security Act of 1974. We also sponsor a deferred profit sharing plan for the benefit of the full-time employees of our Canadian subsidiaries. Under these plans, we match a percentage of the participants’ contributions up to a specified amount. Company contributions to the plans were $11, $6 and $2 in the years ended December 31, 2012, 2011 and 2010, respectively. The increase in company contributions in 2012 from 2011 was primarily due to the impact of the RSC acquisition. The increase in company contributions in 2011 from 2010 was primarily due to an increase in the maximum amount of the Company's matching contribution, which reflected a decision made in response to improvements in the economic environment.

Environmental Matters

The Company and its operations are subject to various laws and related regulations governing environmental matters. Under such laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as investigation of property damage. We incur ongoing expenses associated with the removal of underground storage tanks and the performance of appropriate remediation at certain of our locations.

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Fair Value Measurements (Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Level 1 [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Subordinated convertible debentures	$ 55		$ 55
Senior and senior subordinated notes	5,387		1,732
Level 1 [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Subordinated convertible debentures	63		49
Senior and senior subordinated notes	5,881		1,795
Level 2 [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
4 percent Convertible Senior Notes (1)	137	[1]	129	[1]
Level 2 [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
4 percent Convertible Senior Notes (1)	155	[1]	138	[1]
Level 3 [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Capital leases (2)	148	[2]	39	[2]
Level 3 [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Capital leases (2)	$ 145	[2]	$ 33	[2]

[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 6.9 percent.

[2] The fair value of capital leases reflects the present value of the leases using a 7.0 percent interest rate.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	Dec. 31, 2012	Dec. 31, 2011	Nov. 30, 2009
4 percent Convertible Senior Notes [Member]
Stated interest rate	4.00%	4.00%	4.00%
1 7/8 percent Convertible Senior Subordinated Notes [Member]
Stated interest rate	1.875%

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 64	$ 33
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	95,891,809	62,877,530
Common stock, shares outstanding	92,984,016	62,877,530
Treasury stock, shares	2,907,793	0

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

The following table presents the changes in the carrying amount of goodwill for each of the three years in the period ended December 31, 2012:

	General rentals		Trench safety, power and HVAC		Total
Balance at January 1, 2010 (1)	$	103	$	93	$	196
Foreign currency translation and other adjustments	2		—		2
Balance at December 31, 2010 (1)	105		93		198
Goodwill related to acquisitions	65		31		96
Foreign currency translation and other adjustments	(3)		(2)		(5)
Balance at December 31, 2011 (1)	167		122		289
Goodwill related to acquisitions (2)	2,661		20		2,681
Foreign currency translation and other adjustments	—		—		—
Balance at December 31, 2012 (1)	$	2,828	$	142	$	2,970

_________________

(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 December 31, 2012 and 2011:

	December 31, 2012
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	51 months	$	79	$	32	$	47
Customer relationships	14 years	$	1,233	$	144	$	1,089
Trade names and associated trademarks	52 months	$	83	$	19	$	64

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

Our other intangibles assets, net at December 31, 2012 include the following assets associated with the 2012 acquisition of RSC discussed above (see note 3 to our 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 and associated trademarks 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	$	42
Customer relationships	15 years	1,003
Trade names and associated trademarks	60 months	63

Amortization expense for other intangible assets was $128, $8 and $7 for the years ended December 31, 2012, 2011 and 2010, respectively. The 2012 increase primarily reflects the 2012 acquisition of RSC discussed in note 3 to our consolidated financial statements.

As of December 31, 2012, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:

2013	$	178
2014	162
2015	147
2016	131
2017	107
Thereafter	475
Total	$	1,200

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Allowance for doubtful accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 33		$ 29		$ 25
Acquired	13		0		0
Charged to Costs and Expenses	37		21		21
Deductions	19	[1]	17	[1]	17	[1]
Balance at End of Period	64		33		29
Reserve for obsolescence and shrinkage [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	2		1		1
Acquired	1		0		0
Charged to Costs and Expenses	13		5		6
Deductions	13	[2]	4	[2]	6	[2]
Balance at End of Period	3		2		1
Self-insurance reserve [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	83		93		83
Acquired	21		0		0
Charged to Costs and Expenses	84		65		94
Deductions	91	[3]	75	[3]	84	[3]
Balance at End of Period	$ 97		$ 83		$ 93

[1] Represents write-offs of accounts, net of recoveries.

[2] Represents write-offs.

[3] Represents payments.

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Document And Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Jan. 21, 2013	Jun. 30, 2012
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Entity Registrant Name	United Rentals Inc /DE
Entity Central Index Key	0001067701
Entity Filer Category	Large Accelerated Filer
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		93,013,431
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 2.92

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Accrued Expenses And Other Liabilities and Other Long Term Liabilities

12 Months Ended

Dec. 31, 2012

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities and Other Long-Term Liabilities

Accrued Expenses and Other Liabilities and Other Long-Term Liabilities

Accrued expenses and other liabilities consist of the following:

	December 31,
	2012		2011
Self-insurance accruals	$	38	$	30
Accrued compensation and benefit costs	82		57
Property and income taxes payable	29		18
Restructuring reserves (1)	61		28
Interest payable	103		26
Deferred revenue (2)	28		18
National accounts accrual	33		21
Due to seller	3		14
Other (3)	58		51
Accrued expenses and other liabilities	$	435	$	263

_________________

(1) Relates to branch closure charges and severance costs. See note 5 (“Restructuring and Asset Impairment Charges”) for additional detail.

(2) Primarily relates to amounts billed to customers in excess of recognizable equipment rental revenue. See note 2 (“Revenue Recognition”) for additional detail.

(3) Other includes multiple items, none of which are individually significant.

Other long-term liabilities consist of the following:

	December 31,
	2012		2011
Self-insurance accruals	$	59	$	53
Other	6		6
Other long-term liabilities	$	65	$	59

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Commitments and Contingencies (Future Minimum Capital Lease Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
2013	$ 46
2014	40
2015	32
2016	20
2017	12
Thereafter	17
Total	167
Less amount representing interest	(19)
Capital lease obligations	$ 148

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Condensed Consolidating Financial Information of Guarantor Subsidiaries CONDENSED CONSOLIDATING CASH FLOW INFORMATION (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	$ 721	$ 612	$ 452
Net cash used in investing activities	(2,104)	(865)	(223)
Net cash provided by (used in) financing activities	1,453	80	(203)
Effect of foreign exchange rates	0	6	8
Net increase (decrease) in cash and cash equivalents	70	(167)	34
Cash and cash equivalents at beginning of year	36	203	169
Cash and cash equivalents at end of year	106	36	203
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	7	0	14
Net cash used in investing activities	(7)	(13)	(13)
Net cash provided by (used in) financing activities	0	13	(1)
Effect of foreign exchange rates	0	0	0
Net increase (decrease) in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of year	0	0	0
Cash and cash equivalents at end of year	0	0	0
URNA [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	642	280	304
Net cash used in investing activities	(1,851)	(315)	(78)
Net cash provided by (used in) financing activities	1,223	37	(227)
Effect of foreign exchange rates	0	0	0
Net increase (decrease) in cash and cash equivalents	14	2	(1)
Cash and cash equivalents at beginning of year	6	4	5
Cash and cash equivalents at end of year	20	6	4
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	150	236	77
Net cash used in investing activities	(155)	(241)	(82)
Net cash provided by (used in) financing activities	5	5	2
Effect of foreign exchange rates	0	0	0
Net increase (decrease) in cash and cash equivalents	0	0	(3)
Cash and cash equivalents at beginning of year	0	0	3
Cash and cash equivalents at end of year	0	0	0
Non Guarantor Subsidiaries Foreign [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	153	132	82
Net cash used in investing activities	(91)	(296)	(50)
Net cash provided by (used in) financing activities	(6)	(11)	(2)
Effect of foreign exchange rates	0	6	8
Net increase (decrease) in cash and cash equivalents	56	(169)	38
Cash and cash equivalents at beginning of year	30	199	161
Cash and cash equivalents at end of year	86	30	199
Non Guarantor Subsidiaries SPV [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(231)	(36)	(25)
Net cash used in investing activities	0	0	0
Net cash provided by (used in) financing activities	231	36	25
Effect of foreign exchange rates	0	0	0
Net increase (decrease) in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of year	0	0	0
Cash and cash equivalents at end of year	0	0	0
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	0	0	0
Net cash used in investing activities	0	0	0
Net cash provided by (used in) financing activities	0	0	0
Effect of foreign exchange rates	0	0	0
Net increase (decrease) in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of year	0	0	0
Cash and cash equivalents at end of year	$ 0	$ 0	$ 0

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Revenues:
Equipment rentals																	$ 3,455		$ 2,151		$ 1,834
Sales of rental equipment																	399		208		144
Sales of new equipment																	93		84		78
Contractor supplies sales																	87		85		95
Service and other revenues																	83		83		86
Total revenues	1,249	[1]	1,219	[1]	993	[1]	656	[1]	746	[2]	713	[2]	629	[2]	523	[2]	4,117	[1]	2,611	[2]	2,237
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	1,392		992		924
Depreciation of rental equipment																	699		423		389
Cost of rental equipment sales																	274		142		103
Cost of new equipment sales																	74		67		65
Cost of contractor supplies sales																	62		58		66
Cost of service and other revenues																	29		31		32
Total cost of revenues																	2,530		1,713		1,579
Gross profit	495	[1]	505	[1]	374	[1]	213	[1]	275	[2]	274	[2]	211	[2]	138	[2]	1,587	[1]	898	[2]	658
Selling, general and administrative expenses																	588		407		367
RSC merger related costs																	111		19		0
Restructuring charge																	99		19		34
Non-rental depreciation and amortization																	198		57		60
Operating income	236	[1]	222	[1]	46	[1]	87	[1]	115	[2]	156	[2]	95	[2]	30	[2]	591	[1]	396	[2]	197
Interest expense, net																	512		228		255
Interest expense—subordinated convertible debentures, net																	4		7		8
Other income, net																	(13)		(3)		(3)
Income (loss) from continuing operations before provision (benefit) for income taxes																	88		164		(63)
Provision (benefit) for income taxes																	13		63		(41)
Income (loss) from continuing operations	41	[1]	73	[1]	(52)	[1]	13	[1]	28	[2]	65	[2]	28	[2]	(20)	[2]	75	[1]	101	[2]	(22)
Loss from discontinued operation, net of taxes																	0		0		(4)
Net income (loss)	$ 41	[1]	$ 73	[1]	$ (52)	[1]	$ 13	[1]	$ 29	[2]	$ 65	[2]	$ 27	[2]	$ (20)	[2]	$ 75	[1]	$ 101	[2]	$ (26)
Basic earnings (loss) per share:
Income (loss) from continuing operations (in dollars per share)	$ 0.45	[1]	$ 0.78	[1]	$ (0.63)	[1]	$ 0.21	[1]	$ 0.45	[2]	$ 1.04	[2]	$ 0.45	[2]	$ (0.34)	[2]	$ 0.91	[1]	$ 1.62	[2]	$ (0.38)
Loss from discontinued operation (in dollars per share)																	$ 0.00		$ 0.00		$ (0.06)
Net income (loss) (in dollars per share)																	$ 0.91		$ 1.62		$ (0.44)
Diluted earnings (loss) per share:
Income (loss) from continuing operations (in dollars per share)	$ 0.40	[1],[3]	$ 0.70	[1],[3]	$ (0.63)	[1],[3]	$ 0.17	[1],[3]	$ 0.39	[2],[3]	$ 0.91	[2],[3]	$ 0.38	[2],[3]	$ (0.34)	[2],[3]	$ 0.79	[1],[3]	$ 1.38	[2],[3]	$ (0.38)
Loss from discontinued operation (in dollars per share)																	$ 0.00		$ 0.00		$ (0.06)
Net income (loss) (in dollars per share)																	$ 0.79		$ 1.38		$ (0.44)

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following: First Quarter Second Quarter Third Quarter Fourth Quarter Full YearFor the year ended December 31, 2012: RSC merger related costs (4)$(0.09) $(0.60) $(0.05) $(0.08) $(0.72)RSC merger related intangible asset amortization (5)— (0.21) (0.25) (0.25) (0.74)Impact on depreciation related to acquired RSC fleet and property and equipment (6)— 0.02 0.02 — 0.03Impact of the fair value mark-up of acquired RSC fleet and inventory (7)— (0.05) (0.09) (0.09) (0.24)Pre-close RSC merger related interest expense (8)(0.10) (0.12) — — (0.19)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)— 0.01 0.01 0.01 0.03Restructuring charge (10)— (0.39) (0.23) (0.03) (0.64)Asset impairment charge (11)— (0.02) (0.06) (0.01) (0.10)Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)— — — (0.41) (0.45)Gain on sale of software subsidiary (13)— 0.07 — (0.01) 0.05For the year ended December 31, 2011: RSC merger related costs (4)— $— $— $(0.25) $(0.25)Restructuring charge (10)(0.01) $(0.01) $(0.01) $(0.12) $(0.16)Asset impairment charge (11)— (0.01) — (0.03) (0.04)Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)(0.01) — — (0.03) (0.04)

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Acquisitions

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Acquisitions

Acquisitions

On April 30, 2012 (“the acquisition date”), we acquired 100 percent of the outstanding common shares and voting interest of RSC Holdings Inc. (“RSC”). The results of RSC's operations have been included in our consolidated financial statements since the acquisition date. RSC, which had total revenues of $1.5 billion in 2011, was one of the largest equipment rental providers in North America, and had a network of 440 rental locations in 43 U.S. states and three Canadian provinces as of December 31, 2011. The acquisition has 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.

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

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

(1) This relates to RSC stock options and restricted stock units which were outstanding as of the acquisition date. Each RSC stock option was converted into an adjusted United Rentals stock option to acquire a number of shares of United Rentals 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 United Rentals 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 10 consecutive trading days ending with the acquisition date. The option exchange ratio was 0.5161. The exercise price per share of United Rentals common stock subject to the adjusted United Rentals 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 United Rentals 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 United Rentals 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.

Accounts receivable, net of allowance for doubtful accounts (1)	$	238
Inventory	23
Deferred taxes	15
Rental equipment	2,013
Property and equipment	47
Intangibles (2)	1,224
Other assets	53
Total identifiable assets acquired	3,613
Short-term debt and current maturities of long-term debt (3)	(1,586		)
Current liabilities	(400		)
Deferred taxes	(697		)
Long-term debt (3)	(992		)
Other long-term liabilities	(13		)
Total liabilities assumed	(3,688		)
Net identifiable assets acquired	(75		)
Goodwill (4)	2,661
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 our preliminary purchase accounting assessments:

	Fair value		Life (years)
Customer relationships	$	1,094	15
Trade names and associated trademarks	81		5
Non-compete agreements	49		5
Total	$	1,224

(3) At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9.5 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 consolidated balance sheet as of December 31, 2012 is discussed further in note 12 to the 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 years ended December 31, 2012 and 2011 include acquisition-related costs of $111 and $19, respectively. The acquisition-related costs are reflected in our consolidated statements of income as “RSC merger related costs” and primarily relate to financial and legal advisory fees. The fees for the year ended December 31, 2012 include $31 of interim bridge financing costs. Subsequent to December 31, 2012, we expect to incur an additional $15 to $20 of charges in connection with the merger, and we expect to recognize such costs by June 30, 2013. In addition to the acquisition-related costs reflected in our 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 December 31, 2012 consolidated balance sheet.

Since the acquisition date, significant amounts of fleet have been moved between United Rentals 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 increase in the volume of OEC on rent of 63.2 percent for the year ended December 31, 2012.

The pro forma information below 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. The table below presents unaudited pro forma consolidated income statement information as if RSC had been included in our consolidated results for the entire periods reflected:

	Year Ended December 31,
	2012			2011
United Rentals historic revenues	$	4,117		$	2,611
RSC historic revenues	547			1,522
Pro forma revenues	4,664			4,133
United Rentals historic pretax income	88			164
RSC historic pretax loss	(8		)	(40		)
Combined pretax income	80			124
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups/useful life changes on depreciation (1)	—			—
Impact of the fair value mark-up of acquired RSC fleet on cost of rental equipment sales (2)	(4		)	(12		)
Intangible asset amortization (3)	(43		)	(173		)
Interest expense on merger financing notes (4)	(39		)	(207		)
Elimination of historic RSC interest (5)	38			166
RSC historic interest fair value adjustment (6)	2			7
Elimination of merger costs (7)	148			30
Restructuring charges (8)	75			(85		)
Pro forma pretax income (loss)	$	257		$	(150	)

(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 12 to the 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.

(8) Restructuring charges comprised of severance costs and branch closure charges associated with the acquisition 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 December 31, 2012, we have recognized $96 of such restructuring charges, and expect to recognize an additional $5 to $10 of such charges subsequent to December 31, 2012.

In addition to the acquisition of RSC, in February 2012, we completed the acquisition of Coble Trench Safety (”Coble”), a specialty rental company with 11 locations in the Mid-Atlantic and Southeast region. Coble had annual rental revenues of approximately $20.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies Disclosures [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Cash Equivalents

We consider all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. Our cash equivalents at December 31, 2012 consist of direct obligations of financial institutions rated A or better.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds.

Inventory

Inventory consists of new equipment, contractor supplies, tools, parts, fuel and related supply items. Inventory is stated at the lower of cost or market. Cost is determined, depending on the type of inventory, using either a specific identification, weighted-average or first-in, first-out method.

Rental Equipment

Rental equipment, which includes service and delivery vehicles, is recorded at cost and depreciated over the estimated useful life of the equipment using the straight-line method. The range of estimated useful lives for rental equipment is two to 12 years. Rental equipment is depreciated to a salvage value of zero to 10 percent of cost. Rental equipment is depreciated whether or not it is out on rent. Costs we incur in connection with refurbishment programs that extend the life of our equipment are capitalized and amortized over the remaining useful life of the equipment. The costs incurred under these refurbishment programs were $24, $10 and $12 for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in purchases of rental equipment in our consolidated statements of cash flows. Ordinary repair and maintenance costs are charged to operations as incurred. Repair and maintenance costs are included in cost of revenues on our consolidated statements of income. Repair and maintenance expense (including both labor and parts) for our rental equipment was $455, $291 and $262 for the years ended December 31, 2012, 2011 and 2010, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. The range of estimated useful lives for property and equipment is two to 39 years. Ordinary repair and maintenance costs are charged to expense as incurred. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining life of the lease, whichever is shorter.

Purchase Price Allocation

We have made a number of acquisitions in the past (including the acquisition of RSC in 2012) and may continue to make acquisitions in the future. We allocate the cost of the acquired entity to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. Long lived assets (principally rental equipment) and goodwill generally represent the largest components of our acquisitions. In addition to goodwill, the intangible assets that we have acquired are non-compete agreements, customer relationships and trade names and associated trademarks. Goodwill is calculated as the excess of the cost of the acquired entity over the net of the fair value of the assets acquired and the liabilities assumed. Non-compete agreements, customer relationships and trade names and associated trademarks are valued based on an excess earnings or income approach based on projected cash flows.

When we make an acquisition, we also acquire other assets and assume liabilities. These other assets and liabilities typically include, but are not limited to, parts inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entities' balance sheets.

Evaluation of Goodwill Impairment

Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Application of the goodwill impairment test requires judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units; determination of the fair value of each reporting unit; and an assumption as to the form of the transaction in which the reporting unit would be acquired by a market participant (either a taxable or nontaxable transaction).

We estimate the fair value of our reporting units (which are our regions) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market price data of shares of our Company and other corporations engaged in similar businesses as well as acquisition multiples paid in recent transactions within our industry (including our own acquisitions). We believe this approach, which utilizes multiple valuation techniques, yields the most appropriate evidence of fair value. We review goodwill for impairment utilizing a two-step process. The first step of the impairment test requires a comparison of the fair value of each of our reporting units' net assets to the respective carrying value of net assets. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists and a second step is not performed. If the carrying amount of a reporting unit's net assets is higher than its fair value, there is an indication that an impairment may exist and a second step must be performed. In the second step, the impairment is calculated by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations.

In September 2011, the Financial Accounting Standards Board ("FASB") issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. We early adopted this guidance and, in connection with our annual goodwill impairment test that was conducted as of October 1, 2011, we concluded that it was more likely than not that the fair values of our reporting units were greater than their carrying amounts. After reaching this conclusion, no further testing was performed. The qualitative factors we considered included, but were not limited to, general economic conditions, our outlook for construction activity, our recent and forecasted financial performance and the price of the Company's common stock. In connection with our goodwill impairment test that was conducted as of October 1, 2012, we bypassed the qualitative assessment for each of our reporting units and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying values by at least 15 percent.

Restructuring Charges

Costs associated with exit or disposal activities, including lease termination costs and certain employee severance costs associated with restructuring, branch closing or other activity, are recognized at fair value when they are incurred.

Other Intangible Assets

Other intangible assets consist of non-compete agreements, customer relationships and trade names and associated trademarks. The non-compete agreements are being amortized on a straight-line basis over initial periods ranging from 2 to 5 years. The customer relationships are being amortized either using the sum of the years' digits method or on a straight-line basis over initial periods ranging from 8 to 15 years. The trade names and associated trademarks are being amortized using the sum of the years' digits method over an initial period of 5 years. We believe that the amortization methods used reflect the estimated pattern in which the economic benefits will be consumed.

Long-Lived Assets

Long-lived assets are recorded at the lower of amortized cost or fair value. As part of an ongoing review of the valuation of long-lived assets, we assess the carrying value of such assets if facts and circumstances suggest they may be impaired. If this review indicates the carrying value of such an asset may not be recoverable, as determined by an undiscounted cash flow analysis over the remaining useful life, the carrying value would be reduced to its estimated fair value.

Translation of Foreign Currency

Assets and liabilities of our Canadian subsidiaries that have a functional currency other than U.S. dollars are translated into U.S. dollars using exchange rates at the balance sheet date. Revenues and expenses are translated at average exchange rates effective during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income within stockholders’ equity.

Revenue Recognition

Our rental contract periods are hourly, daily, weekly or monthly and we recognize equipment rental revenue on a straight-line basis. As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date. We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue of $26 and $16 as of December 31, 2012 and 2011, respectively. Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is reasonably assured. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer. Service revenue is recognized as the services are performed. Sales tax amounts collected from customers are recorded on a net basis.

Delivery Expense

Equipment rentals include our revenues from fees we charge for equipment delivery. Delivery costs are charged to operations as incurred, and are included in cost of revenues on our consolidated statements of income.

Advertising Expense

We promote our business through local and national advertising in various media, including trade publications, yellow pages, the Internet, radio and direct mail. Advertising costs are generally expensed as incurred. Advertising expense, net of qualified advertising reimbursements, was $0, $0 and $2 for the years ended December 31, 2012, 2011 and 2010, respectively.

Insurance

We are insured for general liability, workers’ compensation and automobile liability, subject to deductibles or self-insured retentions per occurrence of $2 for general liability, $1 for workers’ compensation and $2 for automobile liability as of December 31, 2012 and 2011. Losses within these deductible amounts are accrued based upon the aggregate liability for reported claims incurred, as well as an estimated liability for claims incurred but not yet reported. These liabilities are not discounted. The Company is also self-insured for group medical claims but purchases “stop loss” insurance to protect itself from any one loss exceeding $600,000 (actual dollars).

Income Taxes

We use the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between financial statement and tax bases of assets and liabilities and are measured using the tax rates and laws that are expected to be in effect when the differences are expected to reverse. Recognition of deferred tax assets is limited to amounts considered by management to be more likely than not to be realized in future periods. The most significant positive evidence that we consider in the recognition of deferred tax assets is the expected reversal of cumulative deferred tax liabilities resulting from book versus tax depreciation of our rental equipment fleet that is well in excess of the deferred tax assets.

We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return regarding uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset or an increase in a deferred tax liability.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates impact the calculation of the allowance for doubtful accounts, depreciation and amortization, income taxes, reserves for claims, loss contingencies (including legal contingencies) and the fair values of financial instruments. Actual results could materially differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain cash and cash equivalents with high quality financial institutions. Concentration of credit risk with respect to receivables is limited because a large number of geographically diverse customers make up our customer base. Our largest customer accounted for less than one percent of total revenues in each of 2012, 2011, and 2010. Our customer with the largest receivable balance represented approximately two percent of total receivables at December 31, 2012 and 2011. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

Stock-Based Compensation

We measure stock-based compensation at the grant date based on the fair value of the award and recognize stock-based compensation expense over the requisite service period. Determining the fair value of stock option awards requires judgment, including estimating stock price volatility, forfeiture rates and expected option life. Restricted stock awards are valued based on the fair value of the stock on the grant date and the related compensation expense is recognized over the service period. Similarly, for time-based restricted stock awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the requisite service period. We classify cash flows from tax benefits resulting from tax deductions in excess of the compensation cost recognized for stock-based awards (“excess tax benefits”) as financing cash flows.

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of the provision (benefit) for income taxes from continuing operations for each of the three years in the period ended December 31, 2012 are as follows:

	Year ended December 31,
	2012			2011		2010
Current
Federal	$	—		$	—	$	—
Foreign	27			22		16
State and local	2			2		1
	29			24		17
Deferred
Federal	(22		)	36		(48		)
Foreign	2			1		(1		)
State and local	4			2		(9		)
	(16		)	39		(58		)
Total	$	13		$	63	$	(41	)

A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate of 35 percent to the income (loss) from continuing operations before provision (benefit) for income taxes for each of the three years in the period ended December 31, 2012 is as follows:

	Year ended December 31,
	2012			2011			2010
Computed tax at statutory tax rate	$	31		$	57		$	(22	)
State income taxes, net of federal tax benefit (1)	5			3			(8		)
Non-deductible expenses and other (2)	(8		)	12			(6		)
Foreign taxes	(15		)	(9		)	(5		)
Total	$	13		$	63		$	(41	)

(1) 2012 state income taxes, net of federal tax benefit includes $8 of expense primarily related to the write-off of certain state deferred tax assets as a result of the RSC acquisition.

(2) 2012 non-deductible expenses and other includes a $6 Canadian tax benefit due to settlements with the Canadian Revenue Authority and a $2 transfer pricing tax benefit. 2011 non-deductible expenses and other includes $6 due to the non-deductibility of certain costs associated with the proposed RSC acquisition and $3 related to an adjustment of federal and state deferred tax liabilities. 2010 non-deductible expenses and other includes a benefit of $7 related to a correction of a deferred tax asset recognized in prior periods.

The components of deferred income tax assets (liabilities) are as follows:

	December 31, 2012								December 31, 2011
	Current		Non Current			Total			Current		Non Current			Total
Reserves and allowances	$	61	$	58		$	119		$	45	$	33		$	78
Intangibles	—		—			—			—		45			45
Debt cancellation and other	—		37			37			—		—			—
Net operating loss and credit carryforwards	204		245			449			59		97			156
Total deferred tax assets	265		340			605			104		175			279
Property and equipment	—		(1,236		)	(1,236		)	—		(620		)	(620		)
Intangibles	—		(405		)	(405		)	—		(5		)	(5		)
Debt cancellation and other	—		—			—			—		(18		)	(18		)
Valuation allowance	—		(1		)	(1		)	—		(2		)	(2		)
Total deferred tax liability	—		(1,642		)	(1,642		)	—		(645		)	(645		)
Total deferred income tax asset (liability)	$	265	$	(1,302	)	$	(1,037	)	$	104	$	(470	)	$	(366	)

The Company's liability for unrecognized tax benefits relates to various foreign jurisdictions. The following table summarizes the activity related to the unrecognized tax benefits:

	2012			2011
Balance at January 1	$	6		$	6
Additions for tax positions of prior years	7			—
Additions for tax positions of prior years related to RSC acquisition	6			—
Settlements	(2		)	—
Balance at December 31	$	17		$	6

The gross unrecognized tax benefits as of December 31, 2012 and 2011 include $6 and $4, respectively, of tax benefits that would impact our effective tax rate if recognized.

We include interest accrued on the underpayment of income taxes in interest expense, and penalties, if any, related to unrecognized tax benefits in selling, general and administrative expense. Interest expense of less than $1 related to income tax was reflected in our consolidated statements of income for each of the years ended December 31, 2012, 2011 and 2010.

We file income tax returns in the United States and in several foreign jurisdictions. With few exceptions, we have completed our domestic and international income tax examinations, or the statute of limitations has expired in the respective jurisdictions, for years prior to 2006. The Internal Revenue Service (“IRS”) has completed audits for periods prior to 2010. Canadian authorities have concluded income tax audits for periods through 2010. The Company paid a cash settlement of $1 in the first quarter of 2010 relating to the 2003 through 2005 Canadian transfer pricing audit, which is now closed. Transfer pricing for 2006 through 2010 is currently under audit. Included in the balance of unrecognized tax benefits at December 31, 2012 are certain tax positions under audit by the Canadian Revenue Authority ("CRA"), and it is reasonably possible that these audits will be concluded within the next 12 months. It is reasonably possible that the conclusion of these audits will result in a settlement of reported unrecognized tax benefits for those tax positions during the next 12 months. However, based on the status of the ongoing audit examinations and alternative settlement options available to the Company for certain of these tax positions, which could include legal proceedings, it is not possible to estimate the amount of the change, if any, to the previously recorded uncertain tax positions.

For financial reporting purposes, income from continuing operations before income taxes for our foreign subsidiaries was $143, $86 and $54 for the years ended December 31, 2012, 2011 and 2010, respectively. At December 31, 2012, unremitted earnings of foreign subsidiaries were approximately $347. Since it is our intention to indefinitely reinvest these earnings, no U.S. taxes have been provided for these amounts. If we changed our reinvestment policy and decided to remit earnings as a dividend, a deferred tax liability would arise. Determination of the amount of unrecognized deferred tax liability on these unremitted taxes is not practicable.

We have net operating loss carryforwards (“NOLs”) of $1,545 for state income tax purposes that expire from 2013 through 2033. We have recorded a valuation allowance against this deferred asset of less than $1 and $2 as of December 31, 2012 and 2011, respectively. We have NOLs of $1,032 for federal income tax purposes that expire beginning in 2030. We have not recorded a valuation allowance against this deferred tax asset because it is deemed more likely than not that such benefit will be realized in the future. The federal tax benefit of NOLs for 2012 was $16.

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Derivatives

12 Months Ended

Dec. 31, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

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 December 31, 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. 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 consolidated statements of income during the period in which the changes in fair value occur.

We are exposed to certain risks relating to our ongoing business operations. During the year ended December 31, 2012, the risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At December 31, 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 year ended December 31, 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 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, which were all settled as of December 31, 2012, represented derivative instruments not designated as hedging instruments.

Fixed Price Diesel Swaps

The fixed price swap contracts on diesel purchases that were outstanding at December 31, 2012 were designated and qualify as cash flow hedges and the effective portion of the unrealized 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 consolidated statements of income during the current period. As of December 31, 2012, we had outstanding fixed price swap contracts covering 7.9 million gallons of diesel which will be purchased throughout 2013.

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars, which were all settled as of December 31, 2012, represented derivative instruments not designated as hedging instruments and gains or losses due to changes in the fair value of the forward contracts were recognized in our consolidated statements of income during the period in which the changes in fair value occurred. During the year ended December 31, 2012, forward contracts were used to purchase $90 Canadian dollars, representing the total amount due at maturity for certain Canadian dollar denominated intercompany loans that were settled during the year ended December 31, 2012. Upon maturity, the proceeds from the forward contracts were used to pay down the Canadian dollar denominated intercompany loans.

Financial Statement Presentation

As of December 31, 2012 and December 31, 2011, less than $1 and $0 were reflected in prepaid expenses and other assets, respectively, less than $1 and $1, respectively, were reflected in accrued expenses and other liabilities, and less than $1 was reflected in accumulated other comprehensive income in our consolidated balance sheets associated with the outstanding fixed price swap contracts that were designated and qualify as cash flow hedges. Operating cash flows in our consolidated statement of cash flows for the year ended December 31, 2012 include $25 associated with the fixed price diesel swaps, comprised of the $25 cost of the 6.3 million hedged gallons of diesel purchased in 2012, net of cash received from the counterparties to the fixed price swaps. Insignificant amounts (less than $1) were reflected in our consolidated statement of cash flows for the year ended December 31, 2012 associated with the forward contracts to purchase Canadian dollars. Operating cash flows in our consolidated statement of cash flows for the year ended December 31, 2011 include $22 associated with the fixed price diesel swaps, comprised of the $23 cost of the 5.9 million hedged gallons of diesel purchased in 2011, net of cash received from the counterparties to the fixed price swaps. Insignificant amounts (less than $1) were reflected in our consolidated statement of cash flows for the year ended December 31, 2011 associated with the forward contracts to purchase Canadian dollars, as the cash impact of the $4 gain recognized on the derivative was offset by the $4 loss recognized on the hedged item. Operating cash flows in our consolidated statement of cash flows for the year ended December 31, 2010 include $11 associated with the fixed price diesel swaps, comprised of the $11 cost of the 3.6 million hedged gallons of diesel purchased in 2010, net of cash received from the counterparty to the fixed price swaps. Insignificant amounts (less than $1) were reflected in our consolidated statement of cash flows for the year ended December 31, 2010 associated with the forward contracts to purchase Canadian dollars, as the cash impact of the $13 gain recognized on the derivative was offset by the $13 loss recognized on the hedged item.

The effect of our derivative instruments on our consolidated statements of income for the years ended December 31, 2012, 2011 and 2010 was as follows:

	Location of  income (expense) recognized  on derivative/hedged item	Amount of income recognized on derivative	Amount of expense recognized on hedged item
Year ended December 31, 2012:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*	(25	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	*	*
Year ended December 31, 2011:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	2	(23	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	4	(4	)
Year ended December 31, 2010:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*	(11	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	13	(13	)

* 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 6.3 million, 5.9 million and 3.6 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2012, 2011 and 2010, respectively.

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Common Stock (Narrative) (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Nov. 30, 2009
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.01	0.01
Number of shares available for grant	2,900,000
Employee Stock Option [Member]
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance	1,300,000	1,500,000
QUIPS [Member]
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance	1,300,000	1,300,000
Convertible subordinated notes - 1 7/8 percent [Member]
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance	0	1,000,000
4 percent Convertible Senior Notes [Member]
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance	18,900,000	18,900,000
4 percent Convertible Senior Notes [Member]
Class of Stock [Line Items]
Stated interest rate	4.00%	4.00%	4.00%
Debt instrument, convertible, conversion price	$ 11.11
Convertible subordinated notes - 1 7/8 percent [Member]
Class of Stock [Line Items]
Stated interest rate	1.875%
Time and Performance Based Restricted Stock Units [Member]
Class of Stock [Line Items]
Restricted stock units outstanding	1,400,000

XML

Rental Equipment

12 Months Ended

Dec. 31, 2012

Rental Equipment Disclosure [Abstract]

Rental Equipment

Rental Equipment

Rental equipment consists of the following:

	December 31,
	2012			2011
Rental equipment	$	6,820		$	4,209
Less accumulated depreciation	(1,854		)	(1,592		)
Rental equipment, net	$	4,966		$	2,617

The 2012 increase in rental equipment primarily reflects equipment acquired in the 2012 acquisition of RSC discussed in note 3 to our consolidated financial statements.

XML

Rental Equipment (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Rental equipment, net	$ 4,966	$ 2,617
Equipment Leased to Other Party [Member]
Property, Plant and Equipment [Line Items]
Rental equipment	6,820	4,209
Less accumulated depreciation	(1,854)	(1,592)
Rental equipment, net	$ 4,966	$ 2,617

XML

Segment Information

12 Months Ended

Dec. 31, 2012

Segment Reporting, Measurement Disclosures [Abstract]

Segment Information

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 the following equipment:

• General construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, which accounted for approximately 45 percent, 41 percent and 41 percent of 2012, 2011 and 2010 equipment rental revenue, respectively;

• Aerial work platforms,such as boom lifts and scissor lifts, which accounted for approximately 36 percent, 39 percent and 40 percent of 2012, 2011 and 2010 equipment rental revenue, respectively; and

• General tools and light equipment, such as pressure washers, water pumps and power tools, which accounted for approximately 9 percent, 8 percent and 9 percent of 2012, 2011 and 2010 equipment rental revenue, respectively.

The general rentals segment reflects the aggregation of 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 such as the following:

• Power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, which accounted for approximately 6 percent, 6 percent and 5 percent of 2012, 2011 and 2010 equipment rental revenue, respectively; and

• Trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, which accounted for approximately 4 percent, 6 percent and 5 percent of 2012, 2011 and 2010 equipment rental revenue, respectively.

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 business performance and allocates resources. We evaluate segment performance based on segment equipment rentals gross profit.

The accounting policies for our segments are the same as those described in the summary of significant accounting policies in note 2. Certain corporate costs, including those related to selling, finance, legal, risk management, human resources, corporate management and information technology systems, are deemed to be of an operating nature and are allocated to our segments based on either the actual amount of costs incurred in the prior year for selling, general and administrative expenses or equipment rental revenue generating activities.

The following table sets forth financial information by segment for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011.

	General rentals		Trench safety, power and HVAC		Total
2012
Equipment rentals	$	3,188	$	267	$	3,455
Sales of rental equipment	387		12		399
Sales of new equipment	86		7		93
Contractor supplies sales	80		7		87
Service and other revenues	79		4		83
Total revenue	3,820		297		4,117
Depreciation and amortization expense	850		47		897
Equipment rentals gross profit	1,239		125		1,364
Capital expenditures	1,285		84		1,369
Total assets	$	10,545	$	481	$	11,026
2011
Equipment rentals	$	1,953	$	198	$	2,151
Sales of rental equipment	201		7		208
Sales of new equipment	77		7		84
Contractor supplies sales	79		6		85
Service and other revenues	79		4		83
Total revenue	2,389		222		2,611
Depreciation and amortization expense	448		32		480
Equipment rentals gross profit	643		93		736
Capital expenditures	739		71		810
Total assets	$	3,776	$	367	$	4,143
2010
Equipment rentals	$	1,693	$	141	$	1,834
Sales of rental equipment	134		10		144
Sales of new equipment	72		6		78
Contractor supplies sales	89		6		95
Service and other revenues	83		3		86
Total revenue	2,071		166		2,237
Depreciation and amortization expense	426		23		449
Equipment rentals gross profit	461		60		521
Capital expenditures	$	344	$	30	$	374

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 (loss) from continuing operations before provision (benefit) for income taxes:

	Year Ended December 31,
	2012			2011			2010
Total equipment rentals gross profit	$	1,364		$	736		$	521
Gross profit from other lines of business	223			162			137
Selling, general and administrative expenses	(588		)	(407		)	(367		)
RSC merger related costs	(111		)	(19		)	—
Restructuring charge	(99		)	(19		)	(34		)
Non-rental depreciation and amortization	(198		)	(57		)	(60		)
Interest expense, net	(512		)	(228		)	(255		)
Interest expense- subordinated convertible debentures, net	(4		)	(7		)	(8		)
Other income, net	13			3			3
Income (loss) from continuing operations before provision (benefit) for income taxes	$	88		$	164		$	(63	)

We operate in the United States and Canada. The following table presents geographic area information for the years ended December 31, 2012, 2011 and 2010, except for balance sheet information, which is presented as of December 31, 2012 and 2011. All the foreign assets as of December 31, 2012 and 2011 are Canadian, and the foreign information in the following table primarily relates to Canada.

	Domestic		Foreign		Total
2012
Equipment rentals	$	2,948	$	507	$	3,455
Sales of rental equipment	350		49		399
Sales of new equipment	67		26		93
Contractor supplies sales	67		20		87
Service and other revenues	66		17		83
Total revenue	3,498		619		4,117
Rental equipment, net	4,357		609		4,966
Property and equipment, net	390		38		428
Goodwill and other intangibles, net	$	3,804	$	366	$	4,170
2011
Equipment rentals	$	1,779	$	372	$	2,151
Sales of rental equipment	180		28		208
Sales of new equipment	59		25		84
Contractor supplies sales	62		23		85
Service and other revenues	64		19		83
Total revenue	2,144		467		2,611
Rental equipment, net	2,181		436		2,617
Property and equipment, net	338		28		366
Goodwill and other intangibles, net	$	232	$	140	$	372
2010
Equipment rentals	$	1,569	$	265	$	1,834
Sales of rental equipment	121		23		144
Sales of new equipment	59		19		78
Contractor supplies sales	71		24		95
Service and other revenues	68		18		86
Total revenue	$	1,888	$	349	$	2,237

XML

Restructuring and Asset Impairment Charges

12 Months Ended

Dec. 31, 2012

Restructuring and Related Activities [Abstract]

Restructuring and Asset Impairment Charges

Restructuring and Asset Impairment Charges

Closed Restructuring Program

Over the past several years, we have been focused on reducing our operating costs. In connection with this strategy, and in recognition of the challenging economic environment, we reduced our employee headcount from approximately 10,900 at January 1, 2008 (the beginning of the restructuring period) to approximately 7,500 at December 31, 2011 (the end of the restructuring period). Additionally, we reduced our branch network from 697 locations at January 1, 2008 to 529 locations at December 31, 2011. The restructuring charges under the closed restructuring program for the years ended December 31, 2012, 2011 and 2010 include severance costs associated with headcount reductions, as well as branch closure charges which principally relate to continuing lease obligations at vacant facilities.

The table below provides certain information concerning our restructuring charges under the closed restructuring program:

Description	Beginning Reserve Balance		Charged to Costs and Expenses (1)		Payments and Other			Ending Reserve Balance
Year ended December 31, 2010:
Branch closure charges	$	20	$	28	$	(22	)	$	26
Severance costs	1		6		(5		)	2
Total	$	21	$	34	$	(27	)	$	28
Year ended December 31, 2011:
Branch closure charges	$	26	$	17	$	(16	)	$	27
Severance costs	2		2		(3		)	1
Total	$	28	$	19	$	(19	)	$	28
Year ended December 31, 2012:
Branch closure charges	$	27	$	3	$	(11	)	$	19
Severance costs	1		—		(1		)	—
Total	$	28	$	3	$	(12	)	$	19

_________________

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

Between January 1, 2008 and December 31, 2012, we incurred total restructuring charges under the closed restructuring program of $107, comprised of $86 of branch closure charges and $21 of severance costs.

Current Restructuring Program

In the second quarter of 2012, we initiated a new restructuring program related to severance costs and branch closure charges associated with the RSC merger. The branch closure charges principally relate to continuing lease obligations at vacant facilities closed subsequent to the RSC merger. As of December 31, 2012, our employee headcount is approximately 11,300 and our branch network has 836 rental locations. Subsequent to December 31, 2012, we expect to incur an additional $5 to $10 of charges in connection with the restructuring, which is expected to be substantially complete by June 30, 2013.

The table below provides certain information concerning our restructuring charges under the current restructuring program for the year ended December 31, 2012:

Description	Beginning Reserve Balance		Charged to Costs and Expenses (1)		Payments and Other			Ending Reserve Balance
Year ended December 31, 2012:
Branch closure charges	$	—	$	53	$	(20	)	$	33
Severance costs	—		43		(34		)	9
Total	$	—	$	96	$	(54	)	$	42

_________________

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

Asset Impairment Charges

In addition to the restructuring charges discussed above, during the years ended December 31, 2012, 2011 and 2010, we recorded asset impairment charges of $15, $4 and $9, respectively, in our general rentals segment. The 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.

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Property and Equipment

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consist of the following:

	December 31,
	2012			2011
Land	$	106		$	109
Buildings	224			223
Non-rental vehicles	64			15
Machinery and equipment	51			39
Furniture and fixtures	141			123
Leasehold improvements	175			158
	761			667
Less accumulated depreciation and amortization	(333		)	(301		)
Property and equipment, net	$	428		$	366

XML

Accrued Expenses And Other Liabilities and Other Long Term Liabilities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Accrued expenses and other liabilities
Self-insurance accruals	$ 38		$ 30
Accrued compensation and benefit costs	82		57
Property and income taxes payable	29		18
Restructuring reserves (1)	61	[1]	28	[1]
Interest payable	103		26
Deferred revenue (2)	28	[2]	18	[2]
National accounts accrual	33		21
Due to seller	3		14
Other (3)	58	[3]	51	[3]
Accrued expenses and other liabilities	435		263
Other long-term liabilities
Self-insurance accruals	59		53
Other	6		6
Other long-term liabilities	$ 65		$ 59

[1] Relates to branch closure charges and severance costs. See note 5 (“Restructuring and Asset Impairment Charges”) for additional detail.

[2] Primarily relates to amounts billed to customers in excess of recognizable equipment rental revenue. See note 2 (“Revenue Recognition”) for additional detail.

[3] Other includes multiple items, none of which are individually significant.

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Quarterly Financial Information (Unaudited) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Selected Quarterly Financial Information [Abstract]
Total revenues	$ 1,249	[1]	$ 1,219	[1]	$ 993	[1]	$ 656	[1]	$ 746	[2]	$ 713	[2]	$ 629	[2]	$ 523	[2]	$ 4,117	[1]	$ 2,611	[2]	$ 2,237
Gross profit	495	[1]	505	[1]	374	[1]	213	[1]	275	[2]	274	[2]	211	[2]	138	[2]	1,587	[1]	898	[2]	658
Operating income	236	[1]	222	[1]	46	[1]	87	[1]	115	[2]	156	[2]	95	[2]	30	[2]	591	[1]	396	[2]	197
Income (loss) from continuing operations	41	[1]	73	[1]	(52)	[1]	13	[1]	28	[2]	65	[2]	28	[2]	(20)	[2]	75	[1]	101	[2]	(22)
Earnings (loss) per share from continuing operations—basic (in dollars per share)	$ 0.45	[1]	$ 0.78	[1]	$ (0.63)	[1]	$ 0.21	[1]	$ 0.45	[2]	$ 1.04	[2]	$ 0.45	[2]	$ (0.34)	[2]	$ 0.91	[1]	$ 1.62	[2]	$ (0.38)
Earnings (loss) per share from continuing operations - diluted (3) (in dollars per share)	$ 0.40	[1],[3]	$ 0.70	[1],[3]	$ (0.63)	[1],[3]	$ 0.17	[1],[3]	$ 0.39	[2],[3]	$ 0.91	[2],[3]	$ 0.38	[2],[3]	$ (0.34)	[2],[3]	$ 0.79	[1],[3]	$ 1.38	[2],[3]	$ (0.38)
Net income (loss)	$ 41	[1]	$ 73	[1]	$ (52)	[1]	$ 13	[1]	$ 29	[2]	$ 65	[2]	$ 27	[2]	$ (20)	[2]	$ 75	[1]	$ 101	[2]	$ (26)
Earnings Per Share, Diluted, Other Disclosures [Abstract]
RSC merger related costs (4)	$ (0.08)	[4]	$ (0.05)	[4]	$ (0.60)	[4]	$ (0.09)	[4]	$ (0.25)	[4]	$ 0.00	[4]	$ 0.00	[4]	$ 0.00	[4]	$ (0.72)	[4]	$ (0.25)	[4]
RSC merger related intangible asset amortization (5)	$ (0.25)	[5]	$ (0.25)	[5]	$ (0.21)	[5]	$ 0.00	[5]									$ (0.74)	[5]
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	$ 0.00	[6]	$ 0.02	[6]	$ 0.02	[6]	$ 0.00	[6]									$ 0.03	[6]
Impact of the fair value mark-up of acquired RSC fleet and inventory (7)	$ (0.09)	[7]	$ (0.09)	[7]	$ (0.05)	[7]	$ 0.00	[7]									$ (0.24)	[7]
Pre-close RSC merger related interest expense (8)	$ 0.00	[8]	$ 0.00	[8]	$ (0.12)	[8]	$ (0.10)	[8]									$ (0.19)	[8]
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)	$ 0.01	[9]	$ 0.01	[9]	$ 0.01	[9]	$ 0.00	[9]									$ 0.03	[9]
Restructuring charge (10)	$ (0.03)	[10]	$ (0.23)	[10]	$ (0.39)	[10]	$ 0.00	[10]	$ (0.12)	[10]	$ (0.01)	[10]	$ (0.01)	[10]	$ (0.01)	[10]	$ (0.64)	[10]	$ (0.16)	[10]
Asset impairment charge (11)	$ (0.01)	[11]	$ (0.06)	[11]	$ (0.02)	[11]	$ 0.00	[11]	$ (0.03)	[11]	$ 0.00	[11]	$ (0.01)	[11]	$ 0.00	[11]	$ (0.10)	[11]	$ (0.04)	[11]
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	$ (0.41)	[12]	$ 0.00	[12]	$ 0.00	[12]	$ 0.00	[12]	$ (0.03)	[12]	$ 0.00	[12]	$ 0.00	[12]	$ (0.01)	[12]	$ (0.45)	[12]	$ (0.04)	[12]
Gain on sale of software subsidiary (13)	$ (0.01)	[13]	$ 0.00	[13]	$ 0.07	[13]	$ 0.00	[13]									$ 0.05	[13]

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following: First Quarter Second Quarter Third Quarter Fourth Quarter Full YearFor the year ended December 31, 2012: RSC merger related costs (4)$(0.09) $(0.60) $(0.05) $(0.08) $(0.72)RSC merger related intangible asset amortization (5)— (0.21) (0.25) (0.25) (0.74)Impact on depreciation related to acquired RSC fleet and property and equipment (6)— 0.02 0.02 — 0.03Impact of the fair value mark-up of acquired RSC fleet and inventory (7)— (0.05) (0.09) (0.09) (0.24)Pre-close RSC merger related interest expense (8)(0.10) (0.12) — — (0.19)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)— 0.01 0.01 0.01 0.03Restructuring charge (10)— (0.39) (0.23) (0.03) (0.64)Asset impairment charge (11)— (0.02) (0.06) (0.01) (0.10)Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)— — — (0.41) (0.45)Gain on sale of software subsidiary (13)— 0.07 — (0.01) 0.05For the year ended December 31, 2011: RSC merger related costs (4)— $— $— $(0.25) $(0.25)Restructuring charge (10)(0.01) $(0.01) $(0.01) $(0.12) $(0.16)Asset impairment charge (11)— (0.01) — (0.03) (0.04)Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)(0.01) — — (0.03) (0.04)

[4] This reflects transaction costs associated with the RSC acquisition discussed in note 3 to our consolidated financial statements.

[5] This reflects the amortization of the intangible assets acquired in the RSC acquisition.

[6] 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.

[7] 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 subsequently sold.

[8] As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2,825 of debt in connection with the RSC merger. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.

[9] This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note 12 to our consolidated financial statements for additional detail on the acquired debt.

[10] As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC merger and our closed restructuring program.

[11] As discussed in note 5 to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.

[12] This reflects losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.

[13] This reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.

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Derivatives (Effect of derivatives on consolidated statements of income) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 gal		Dec. 31, 2011 gal		Dec. 31, 2010 gal
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instrument threshold	1
Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative purchases of underlying commodity (in gallons)	6,300,000		5,900,000		3,600,000
Swap [Member] | Designated as Hedging Instrument [Member] | Cost of equipment rentals, excluding depreciation [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of income recognized on derivative			2	[1],[2]
Amount of expense recognized on hedged item	(25)	[1],[2]	(23)	[1],[2]	(11)	[1],[2]
Foreign Exchange Forward [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of income recognized on derivative			4		13
Amount of expense recognized on hedged item			(4)		(13)
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | Other income (expense) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of income recognized on derivative			4		13
Amount of expense recognized on hedged item			(4)		(13)

[1] Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps.

[2] Amounts recognized on hedged item reflect the use of 6.3 million, 5.9 million and 3.6 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2012, 2011 and 2010, respectively.

XML

Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Finite-Lived Intangible Assets [Line Items]
Net Amount	$ 1,200
Amortization expense	128	8	7
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2013	178
2014	162
2015	147
2016	131
2017	107
Thereafter	475
Net Amount	1,200
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	51 months	46 months
Gross Carrying Amount	79	30
Accumulated Amortization	32	25
Net Amount	47	5
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	47	5
Non-compete agreements [Member] | RSC [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	42
Weighted-Average Initial Amortization Period	60 months
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	42
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	14 years	9 years
Gross Carrying Amount	1,233	121
Accumulated Amortization	144	43
Net Amount	1,089	78
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	1,089	78
Customer relationships [Member] | RSC [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	1,003
Weighted-Average Initial Amortization Period	15 years
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	1,003
Trade names, associated trademarks and other [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	52 months
Gross Carrying Amount	83
Accumulated Amortization	19
Net Amount	64
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	64
Trade names, associated trademarks and other [Member] | RSC [Member]
Finite-Lived Intangible Assets [Line Items]
Net Amount	63
Weighted-Average Initial Amortization Period	60 months
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	$ 63

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Rental Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Rental Equipment Disclosure [Abstract]

Schedule Of Rental Equipment

Rental equipment consists of the following:

	December 31,
	2012			2011
Rental equipment	$	6,820		$	4,209
Less accumulated depreciation	(1,854		)	(1,592		)
Rental equipment, net	$	4,966		$	2,617

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Acquisitions (Intangibles) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			1 Months Ended
	Dec. 31, 2012 Trade names, associated trademarks and other [Member]	Apr. 30, 2012 RSC [Member]		Apr. 30, 2012 RSC [Member] Customer relationships [Member]	Apr. 30, 2012 RSC [Member] Trade names, associated trademarks and other [Member]	Apr. 30, 2012 RSC [Member] Non-Compete Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Fair value		$ 1,224	[1]	$ 1,094	$ 81	$ 49
Life (years)	5 years			15 years	5 years	5 years
Goodwill deductible for income tax purposes		$ 39

[1] The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our preliminary purchase accounting assessments: Fair value Life (years) Customer relationships$1,09415 Trade names and associated trademarks815 Non-compete agreements495 Total$1,224

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Debt

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Debt

Debt

Debt consists of the following:

	December 31,
	2012			2011
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	453		$	255
$1.9 billion ABL Facility (1)	1,184			810
10 7/8 percent Senior Notes (2)	—			489
10 1/4 percent Senior Notes (3)	223			—
9 1/4 percent Senior Notes	494			493
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes (3)	695			—
6 1/8 percent Senior Notes	400			—
1 7/8 percent Convertible Senior Subordinated Notes (2)	—			22
Capital leases (3)	148			39
Merger financing notes (4):
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	7,172			2,858
Holdings:
4 percent Convertible Senior Notes	137			129
Total debt (5)	7,309			2,987
Less short-term portion	(630		)	(395		)
Total long-term debt	$	6,679		$	2,592

(1) $654 and $22 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2012. The ABL facility availability is reflected net of $62 of letters of credit. At December 31, 2012, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.3 percent and 0.9 percent, respectively.

(2) During 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities.

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

(5) In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 ¹/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at December 31, 2012 and 2011 excludes $55 of these Debentures, which are separately classified in our 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. See note 13 (“Subordinated Convertible Debentures”) for additional detail.

Short-term debt

As of December 31, 2012, our short-term debt primarily reflects $453 of borrowings under our accounts receivable securitization facility and $137 of 4 percent Convertible Senior Notes. The 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt because they were redeemable at December 31, 2012. As discussed below, in September 2012, we amended our accounts receivable securitization facility. During the year ended December 31, 2012, the monthly average amount outstanding under the accounts receivable securitization facility, including the former and amended facilities, was $315 and the weighted-average interest rate thereon was 0.9 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility during the year ended December 31, 2012, including the former and amended facilities, was $475.

Accounts Receivable Securitization Facility. In September 2012, we amended our accounts receivable securitization facility. The amended facility 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 consolidated balance sheets. Key provisions of the amended facility include the following:

• 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 December 31, 2012, there were $536 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; and

• 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.

ABL Facility. In June 2008, Holdings, URNA, and certain of our subsidiaries entered into a credit agreement providing for a five-year $1.25 billion ABL facility, a portion of which is available for borrowing in Canadian dollars. The ABL facility was subsequently upsized, and in March 2012, the size of the facility was increased to $1.9 billion.

The ABL facility is subject to, among other things, the terms of a borrowing base derived from the value of eligible rental equipment and eligible inventory. The borrowing base is subject to certain reserves and caps customary for financings of this type. All amounts borrowed under the credit agreement must be repaid on or before October 2016. Loans under the credit agreement bear interest, at URNA’s option: (i) in the case of loans in U.S. dollars, at a rate equal to the London interbank offered rate or an alternate base rate, in each case plus a spread, or (ii) in the case of loans in Canadian dollars, at a rate equal to the Canadian prime rate or an alternate rate (Bankers Acceptance Rate), in each case plus a spread. The interest rates under the credit agreement are subject to change based on the availability in the facility. A commitment fee accrues on any unused portion of the commitments under the credit agreement at a rate per annum based on usage. Ongoing extensions of credit under the credit agreement are subject to customary conditions, including sufficient availability under the borrowing base. The credit agreement also contains covenants that, unless certain financial and other conditions are satisfied, require URNA to satisfy various financial tests and to maintain certain financial ratios. As discussed below (see “Loan Covenants and Compliance”), the only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio. Since an October 2011 amendment of the facility and through December 31, 2012, availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. In addition, the credit agreement contains customary negative covenants applicable to Holdings, URNA and our subsidiaries, including negative covenants that restrict the ability of such entities to, among other things, (i) incur additional indebtedness or engage in certain other types of financing transactions, (ii) allow certain liens to attach to assets, (iii) repurchase, or pay dividends or make certain other restricted payments on capital stock and certain other securities, (iv) prepay certain indebtedness and (v) make acquisitions and investments. The U.S. dollar borrowings under the credit agreement are secured by substantially all of our assets and substantially all of the assets of certain of our U.S. subsidiaries (other than real property and certain accounts receivable). The U.S. dollar borrowings under the credit agreement are guaranteed by Holdings and by URNA and, subject to certain exceptions, our domestic subsidiaries. Borrowings under the credit agreement by URNA’s Canadian subsidiaries are also secured by substantially all the assets of URNA’s Canadian subsidiaries and supported by guarantees from the Canadian subsidiaries and from Holdings and URNA, and, subject to certain exceptions, our domestic subsidiaries. Under the ABL facility, a change of control (as defined in the credit agreement) constitutes an event of default, entitling our lenders, among other things, to terminate our ABL facility and to require us to repay outstanding borrowings.

As of December 31, 2012, the ABL facility was our only long-term variable rate debt instrument. During the year ended December 31, 2012, the monthly average amount outstanding under the ABL facility, including the former and amended facilities, was $1,138, and the weighted-average interest rate thereon was 2.3 percent. The maximum month-end amount outstanding under the ABL facility during the year ended December 31, 2012, including the former and amended facilities, was $1,287.

9  ¹/4 percent Senior Notes. In November 2009, URNA issued $500 aggregate principal amount of 9 ¹/4  percent Senior Notes (the “9 ¹/4 percent Notes”), which are due December 15, 2019. The net proceeds from the sale of the 9 ¹/4 percent Notes were $480 (after deducting the initial purchasers’ discount and offering expenses). The 9 ¹/4 percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA’s domestic subsidiaries. The 9 ¹/4 percent Notes may be redeemed on or after December 15, 2014 at specified redemption prices that range from 104.625 percent in 2014 to 100.0 percent in 2017 and thereafter. The indenture governing the 9 ¹/4 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) indebtedness; (ii) restricted payments; (iii) liens; (iv) asset sales; (v) issuance of preferred stock of restricted subsidiaries; (vi) transactions with affiliates; (vii) dividend and other payment restrictions affecting restricted subsidiaries; (viii) designations of unrestricted subsidiaries; (ix) additional subsidiary guarantees and (x) mergers, consolidations or sales of substantially all of its assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 9 ¹/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the December 31, 2011 carrying value of the 9 ¹/4 percent Notes and the $500 principal amount relates to the $6 unamortized portion of the original issue discount recognized in conjunction with the issuance of these notes, which is being amortized through the above maturity date. The effective interest rate on the 9 ¹/4 percent Notes is 9.50 percent.

8 ³/8 percent Senior Subordinated Notes. In October 2010, URNA issued $750 aggregate principal amount of 8 ³/8 percent Senior Subordinated Notes (the “8 ³/8 percent Notes”), which are due September 15, 2020. The net proceeds from the sale of the 8 ³/8 percent Notes were $732 (after deducting the initial purchasers’ discount and offering expenses). The 8 ³/8 percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA’s domestic subsidiaries. The 8 ³/8  percent Notes may be redeemed by URNA on or after September 15, 2015, at specified redemption prices that range from 104.188 percent in 2015 to 100.0 percent in 2018 and thereafter. The indenture governing the 8 ³/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) additional indebtedness, (ii) restricted payments, (iii) liens, (iv) asset sales, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) dividends and other payments, (viii) designations of unrestricted subsidiaries; (ix) additional subsidiary guarantees; and (x) mergers, consolidations or sales of substantially all of our assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 8 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.

6 ¹/8 percent Senior Notes. In October 2012, URNA issued $400 aggregate principal amount of 6 ¹/8 percent Senior Notes (the “6 ¹/8 percent Notes”), which are due June 15, 2023. The net proceeds from the sale of the 6 ¹/8 percent Notes were $392 (after deducting offering expenses). The 6 ¹/8 percent Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 6 ¹/8 percent Notes may be redeemed by URNA on or after December 15, 2017, at specified redemption prices that range from 103.063 percent in 2017 to 100 percent in 2020 and thereafter. The indenture governing the 6 ¹/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) additional indebtedness, (ii) restricted payments, (iii) liens, (iv) asset sales, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) dividends and other payments, (viii) designations of unrestricted subsidiaries; (ix) additional subsidiary guarantees; and (x) mergers, consolidations or sales of substantially all of our assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 6 ¹/8 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.

4 percent Convertible Senior Notes. In November 2009, Holdings issued $173 aggregate principal amount of unsecured 4 percent Convertible Senior Notes (the “4 percent Convertible Notes”), which are due November 15, 2015. The net proceeds from the sale of the 4 percent Convertible Notes were approximately $167, after commissions, fees and expenses, but before the $26 cost of the convertible note hedge transactions described below. Holders of the 4 percent Convertible Notes may convert them into shares of Holdings’ common stock prior to the close of business on the business day immediately preceding May 15, 2015 (subject to earlier conversion in certain circumstances) at an initial conversion price of approximately $11.11 per share of common stock (subject to further adjustment in certain circumstances), if (i) the price of Holdings’ common stock reaches a specific threshold, (ii) the trading price of the 4 percent Convertible Notes falls below certain thresholds or (iii) specified corporate transactions occur. The difference between the December 31, 2012 carrying value of the 4 percent Convertible Notes and the outstanding principal amount of $168 reflects the $31 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 Notes were redeemable at December 31, 2012, an amount equal to the $31 unamortized portion of the original issue discount is separately classified in our consolidated balance sheets and referred to as “temporary equity.” Based on the price of our common stock during the fourth quarter of 2012, holders of the 4 percent Convertible Notes have the right to redeem the notes during the first quarter of 2013 at a conversion price of $11.11 per share of common stock. Between January 1, 2013 (the beginning of the first quarter) and January 21, 2013, none of the 4 percent Convertible 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 $687, assuming a conversion price of $45.52 (the closing price of our common stock on December 31, 2012) per share of common stock. The $168 principal amount would be settled in cash, and the remaining $519 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the December 31, 2012 closing stock price, approximately 11 million shares of stock, excluding any stock we would receive from the option counterparties as discussed below, would be issued if we settled the entire $519 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 December 31, 2012 closing stock price, we estimate that we would receive approximately $51 in either cash or stock from the option counterparties, after which the effective conversion price would be approximately $14.52.

If Holdings undergoes a fundamental change (as defined in the indenture governing the 4 percent Convertible Notes), holders of the 4 percent Convertible Notes may require Holdings to repurchase all or any portion of their 4 percent Convertible Notes for cash at a price equal to 100 percent of the principal amount of the 4 percent Convertible Notes to be purchased plus any accrued and unpaid interest, including any additional interest, through but excluding the fundamental change purchase date. The difference between the December 31, 2012 carrying value of the 4 percent Convertible Notes and the $168 principal amount relates to the $31 unamortized portion of the original issue discount recognized in conjunction with the issuance of these notes, which is being amortized through the above maturity date. The original issue discount increased additional paid-in capital by $33, net of taxes, in our accompanying consolidated statements of stockholders’ equity (deficit), and represents the difference between the $173 of gross proceeds from the 4 percent Convertible Notes issuance and the fair value of the debt component of the 4 percent Convertible Notes at issuance. The effective interest rate on the debt component of the 4 percent Convertible Notes is 11.60 percent. Upon conversion of the 4 percent Convertible Notes, we pay cash for the principal amount of the note, and cash, shares of our common stock, or a combination thereof, at our discretion, for the portion of the conversion value that exceeds the principal amount of the note.

In connection with the 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 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 $40.00 or $45.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 9.2 million or 9.9 million shares, respectively.

Assumed RSC Debt

10 ¹/₄ percent Senior Notes. In November 2009, RSC issued $200 aggregate principal amount of 10 ¹/4 percent Senior Notes (the “10 ¹/4 percent Notes”), which are due November 15, 2019. Upon consummation of the RSC merger, URNA assumed the 10 ¹/4 percent Notes. The 10 ¹/4 percent Notes are unsecured and are guaranteed by URNA's domestic subsidiaries, subject to limited exceptions. The 10 ¹/4 percent Notes may be redeemed on or after November 15, 2014 at specified redemption prices that range from 105.125 percent in 2014 to 100 percent in 2017 and thereafter. The indenture governing the 10 ¹/4 percent Notes contains certain restrictive covenants that apply to URNA and its restricted subsidiaries, including, among others, limitations on their ability to (i) incur additional debt, (ii) pay dividends or distributions on their capital stock or repurchase their capital stock, (iii) make certain investments, (iv) create liens on their assets to secure debt, (v) enter into transactions with affiliates, (vi) create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents, (vii) merge or consolidate with another company and (viii) transfer and sell assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 10 ¹/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the December 31, 2012 carrying value of the 10 ¹/4 percent Notes and the $200 principal amount relates to the $23 unamortized portion of the fair value adjustment recognized upon consummation of the RSC merger, which is being amortized through the above maturity date. The effective interest rate on the 10 ¹/4 percent Notes is 8.3 percent.

8 ¹/4 percent Senior Notes. In January 2011, RSC issued $650 aggregate principal amount of 8 ¹/4 percent Senior Notes (the “8 ¹/4 percent Notes”), which are due February 1, 2021. Upon consummation of the RSC merger, URNA assumed the 8 ¹/4 percent Notes. The 8 ¹/4 percent Notes are unsecured and are guaranteed by URNA's domestic subsidiaries, subject to limited exceptions. The 8 ¹/4 percent Notes may be redeemed on or after February 1, 2016 at specified redemption prices that range from 104.125 percent in 2016 to 100 percent in 2019 and thereafter. The indenture governing the 8 ¹/4 percent Notes contains certain restrictive covenants that apply to URNA and its restricted subsidiaries, including, among others, limitations on their ability to (i) incur additional debt, (ii) pay dividends or distributions on their capital stock or repurchase their capital stock, (iii) make certain investments, (iv) create liens on their assets to secure debt, (v) enter into transactions with affiliates, (vi) create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents, (vii) merge or consolidate with another company and (viii) transfer and sell assets. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then outstanding 8 ¹/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest, if any, thereon. The difference between the December 31, 2012 carrying value of the 8 ¹/4 percent Notes and the $650 principal amount relates to the $45 unamortized portion of the fair value adjustment recognized upon consummation of the RSC merger, which is being amortized through the above maturity date. The effective interest rate on the 8 ¹/4 percent Notes is 7.0 percent.

Merger Financing Notes

5 ³/₄ percent Senior Secured Notes. In March 2012, a special purpose entity formed for the purpose of issuing the notes and subsequently merged into 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 2015, to 100 percent in 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 (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) 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 Holdings, URNA and their respective subsidiaries 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), URNA 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 2016, to 100 percent in 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 (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) 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 Holdings, URNA and their respective subsidiaries 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), URNA 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 2017, to 100 percent in 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 (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) 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 Holdings, URNA and their respective subsidiaries 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), URNA 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.

Loan Covenants and Compliance

As of December 31, 2012, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility, the senior notes and the QUIPS. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

As discussed above, in October 2011, we amended the ABL facility. The only material financial covenants which currently exist relate to the fixed charge coverage ratio and the senior secured leverage ratio under the amended ABL facility. Since the October 2011 amendment of the facility and through December 31, 2012, availability under the ABL facility has exceeded the required threshold and, as a result, these maintenance covenants have been inapplicable. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio and the senior secured leverage ratio under the ABL facility will only apply in the future if availability under the ABL facility falls below the greater of 10 percent of the maximum revolver amount under the ABL facility and $150. As discussed above, in September 2012, we amended the accounts receivable securitization facility. Under the 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.

Maturities

Maturities of the Company’s debt (exclusive of any unamortized original issue discount) for each of the next five years and thereafter at December 31, 2012 are as follows:

2013	$	493
2014	36
2015	197
2016	1,202
2017	11
Thereafter	5,339
Total	$	7,278

Our 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they were redeemable at December 31, 2012. The 4 percent Convertible Senior Notes are reflected in the table above based on the contractual maturity date in 2015.

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Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information (Unaudited)

Quarterly Financial Information (Unaudited)

	First Quarter			Second Quarter			Third Quarter		Fourth Quarter		Full Year
For the year ended December 31, 2012 (1):
Total revenues	$	656		$	993		$	1,219	$	1,249	$	4,117
Gross profit	213			374			505		495		1,587
Operating income	87			46			222		236		591
Income (loss) from continuing operations	13			(52		)	73		41		75
Earnings (loss) per share from continuing operations—basic	0.21			(0.63		)	0.78		0.45		0.91
Earnings (loss) per share from continuing operations—diluted (3)	0.17			(0.63		)	0.70		0.40		0.79
Net income (loss)	13			(52		)	73		41		75
For the year ended December 31, 2011 (2):
Total revenues	$	523		$	629		$	713	$	746	$	2,611
Gross profit	138			211			274		275		898
Operating income	30			95			156		115		396
(Loss) income from continuing operations	(20		)	28			65		28		101
(Loss) earnings per share from continuing operations—basic	(0.34		)	0.45			1.04		0.45		1.62
(Loss) earnings per share from continuing operations—diluted (3)	(0.34		)	0.38			0.91		0.39		1.38
Net (loss) income	(20		)	27			65		29		101

(1) During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets.During the fourth quarter of 2012, we redeemed our 10 ⁷/8 percent Senior Notes and all of our outstanding 1 ⁷/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

(2) During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs.Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

(3) Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2012:
RSC merger related costs (4)	$	(0.09	)	$	(0.60	)	$	(0.05	)	$	(0.08	)	$	(0.72	)
RSC merger related intangible asset amortization (5)	—			(0.21		)	(0.25		)	(0.25		)	(0.74		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.02			0.02			—			0.03
Impact of the fair value mark-up of acquired RSC fleet and inventory (7)	—			(0.05		)	(0.09		)	(0.09		)	(0.24		)
Pre-close RSC merger related interest expense (8)	(0.10		)	(0.12		)	—			—			(0.19		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)	—			0.01			0.01			0.01			0.03
Restructuring charge (10)	—			(0.39		)	(0.23		)	(0.03		)	(0.64		)
Asset impairment charge (11)	—			(0.02		)	(0.06		)	(0.01		)	(0.10		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	—			—			—			(0.41		)	(0.45		)
Gain on sale of software subsidiary (13)	—			0.07			—			(0.01		)	0.05
For the year ended December 31, 2011:
RSC merger related costs (4)	—			$	—		$	—		$	(0.25	)	$	(0.25	)
Restructuring charge (10)	(0.01		)	$	(0.01	)	$	(0.01	)	$	(0.12	)	$	(0.16	)
Asset impairment charge (11)	—			(0.01		)	—			(0.03		)	(0.04		)
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (12)	(0.01		)	—			—			(0.03		)	(0.04		)

(4) This reflects transaction costs associated with the RSC acquisition discussed in note 3 to our consolidated financial statements.

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

(6) 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.

(7) 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 subsequently sold.

(8) As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2,825 of debt in connection with the RSC merger. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.

(9) This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note 12 to our consolidated financial statements for additional detail on the acquired debt.

(10) As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC merger and our closed restructuring program.

(11) As discussed in note 5 to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.

(12) This reflects losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.

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

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Acquisitions (Consideration Transferred) (Details) (RSC [Member], USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended
	Apr. 30, 2012
Business Acquisition [Line Items]
Cash consideration	$ 1,161
Total purchase consideration	2,586
Option exchange ratio, component one (ratio)	0.2783
Option exchange ratio, component two (ratio)	10.8
Share transaction trading period	10 days
Option exchange ratio (ratio)	0.5161
Stock consideration [Member]
Business Acquisition [Line Items]
Share consideration	1,396
Number of shares issued for acquisition (in shares)	30,000,000
Share-based compensation awards [Member]
Business Acquisition [Line Items]
Share consideration	$ 29	[1]

[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 United Rentals stock option to acquire a number of shares of United Rentals 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 United Rentals 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 10 consecutive trading days ending with the acquisition date. The option exchange ratio was 0.5161. The exercise price per share of United Rentals common stock subject to the adjusted United Rentals 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 United Rentals 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 United Rentals 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.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The components of the provision (benefit) for income taxes from continuing operations for each of the three years in the period ended December 31, 2012 are as follows:

	Year ended December 31,
	2012			2011		2010
Current
Federal	$	—		$	—	$	—
Foreign	27			22		16
State and local	2			2		1
	29			24		17
Deferred
Federal	(22		)	36		(48		)
Foreign	2			1		(1		)
State and local	4			2		(9		)
	(16		)	39		(58		)
Total	$	13		$	63	$	(41	)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate of 35 percent to the income (loss) from continuing operations before provision (benefit) for income taxes for each of the three years in the period ended December 31, 2012 is as follows:

	Year ended December 31,
	2012			2011			2010
Computed tax at statutory tax rate	$	31		$	57		$	(22	)
State income taxes, net of federal tax benefit (1)	5			3			(8		)
Non-deductible expenses and other (2)	(8		)	12			(6		)
Foreign taxes	(15		)	(9		)	(5		)
Total	$	13		$	63		$	(41	)

(1) 2012 state income taxes, net of federal tax benefit includes $8 of expense primarily related to the write-off of certain state deferred tax assets as a result of the RSC acquisition.

(2) 2012 non-deductible expenses and other includes a $6 Canadian tax benefit due to settlements with the Canadian Revenue Authority and a $2 transfer pricing tax benefit. 2011 non-deductible expenses and other includes $6 due to the non-deductibility of certain costs associated with the proposed RSC acquisition and $3 related to an adjustment of federal and state deferred tax liabilities. 2010 non-deductible expenses and other includes a benefit of $7 related to a correction of a deferred tax asset recognized in prior periods.

Schedule of Deferred Tax Assets and Liabilities

The components of deferred income tax assets (liabilities) are as follows:

	December 31, 2012								December 31, 2011
	Current		Non Current			Total			Current		Non Current			Total
Reserves and allowances	$	61	$	58		$	119		$	45	$	33		$	78
Intangibles	—		—			—			—		45			45
Debt cancellation and other	—		37			37			—		—			—
Net operating loss and credit carryforwards	204		245			449			59		97			156
Total deferred tax assets	265		340			605			104		175			279
Property and equipment	—		(1,236		)	(1,236		)	—		(620		)	(620		)
Intangibles	—		(405		)	(405		)	—		(5		)	(5		)
Debt cancellation and other	—		—			—			—		(18		)	(18		)
Valuation allowance	—		(1		)	(1		)	—		(2		)	(2		)
Total deferred tax liability	—		(1,642		)	(1,642		)	—		(645		)	(645		)
Total deferred income tax asset (liability)	$	265	$	(1,302	)	$	(1,037	)	$	104	$	(470	)	$	(366	)

Schedule of Unrecognized Tax Benefits Rollforward

The Company's liability for unrecognized tax benefits relates to various foreign jurisdictions. The following table summarizes the activity related to the unrecognized tax benefits:

	2012			2011
Balance at January 1	$	6		$	6
Additions for tax positions of prior years	7			—
Additions for tax positions of prior years related to RSC acquisition	6			—
Settlements	(2		)	—
Balance at December 31	$	17		$	6

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Net income (loss)	$ 41	[1]	$ 73	[1]	$ (52)	[1]	$ 13	[1]	$ 29	[2]	$ 65	[2]	$ 27	[2]	$ (20)	[2]	$ 75	[1]	$ 101	[2]	$ (26)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments																	8		(11)		20
Fixed price diesel swaps																	1		(1)		0
Other comprehensive income (loss)																	9		(12)		20
Comprehensive income (loss)																	$ 84		$ 89		$ (6)

[1] During the fourth quarter of 2012, we recognized $13 of charges related to the RSC merger. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC merger. During the quarter, we also recognized asset impairment charges of $2 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $6 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 includes $8 of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There is no impact on 2012 full year operating income.

[2] During the fourth quarter of 2011, we recognized $19 of charges associated with the RSC acquisition. Additionally, during the quarter, we closed 18 branches and recognized restructuring charges of $14. During the quarter, we also recognized asset impairment charges of $3 which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring program. In the quarter, we also purchased an aggregate of $32 of QUIPS for $32. In connection with this transaction, we retired $32 principal amount of our subordinated convertible debentures and recognized a loss of $1 in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs. Interest expense, net for the fourth quarter of 2011 also includes a loss of $3 reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $8 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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Condensed Consolidating Financial Information of Guarantor Subsidiaries CONDENSED CONSOLIDATING BALANCE SHEETS (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
ASSETS
Cash and cash equivalents	$ 106	$ 36	$ 203	$ 169
Accounts receivable, net	793	464
Intercompany receivable (payable)	0	0
Inventory	68	44
Prepaid expenses and other assets	111	75
Deferred taxes	265	104
Total current assets	1,343	723
Rental equipment, net	4,966	2,617
Property and equipment, net	428	366
Investments in subsidiaries	0	0
Goodwill and other intangible assets, net	4,170	372
Other long-term assets	119	65
Total assets	11,026	4,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	630	395
Accounts payable	286	206
Accrued expenses and other liabilities	435	263
Total current liabilities	1,351	864
Long-term debt	6,679	2,592
Subordinated convertible debentures	55	55
Deferred taxes	1,302	470
Other long-term liabilities	65	59
Total liabilities	9,452	4,040
Temporary equity (note 12)	31	39
Total stockholders’ equity (deficit)	1,543	64
Total liabilities and stockholders’ equity	11,026	4,143
Parent Company [Member]
ASSETS
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0
Intercompany receivable (payable)	168	114
Inventory	0	0
Prepaid expenses and other assets	0	0
Deferred taxes	0	0
Total current assets	168	114
Rental equipment, net	0	0
Property and equipment, net	41	41
Investments in subsidiaries	1,575	227
Goodwill and other intangible assets, net	0	0
Other long-term assets	4	4
Total assets	1,788	386
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	137	129
Accounts payable	0	0
Accrued expenses and other liabilities	1	31
Total current liabilities	138	160
Long-term debt	0	0
Subordinated convertible debentures	55	55
Deferred taxes	21	16
Other long-term liabilities	0	52
Total liabilities	214	283
Temporary equity (note 12)	31	39
Total stockholders’ equity (deficit)	1,543	64
Total liabilities and stockholders’ equity	1,788	386
URNA [Member]
Condensed Financial Information Other Details [Abstract]
Ownership Percentage In Subsidiaries	100.00%
ASSETS
Cash and cash equivalents	20	6	4	5
Accounts receivable, net	43	19
Intercompany receivable (payable)	(108)	(876)
Inventory	60	21
Prepaid expenses and other assets	87	55
Deferred taxes	263	100
Total current assets	365	(675)
Rental equipment, net	4,357	1,345
Property and equipment, net	333	177
Investments in subsidiaries	1,029	2,144
Goodwill and other intangible assets, net	3,804	130
Other long-term assets	115	60
Total assets	10,003	3,181
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	40	8
Accounts payable	243	120
Accrued expenses and other liabilities	361	139
Total current liabilities	644	267
Long-term debt	6,522	2,444
Subordinated convertible debentures	0	0
Deferred taxes	1,199	241
Other long-term liabilities	63	2
Total liabilities	8,428	2,954
Temporary equity (note 12)	0	0
Total stockholders’ equity (deficit)	1,575	227
Total liabilities and stockholders’ equity	10,003	3,181
Guarantor Subsidiaries [Member]
Condensed Financial Information Other Details [Abstract]
Ownership Percentage In Subsidiaries	100.00%
ASSETS
Cash and cash equivalents	0	0	0	3
Accounts receivable, net	0	9
Intercompany receivable (payable)	(49)	772
Inventory	0	15
Prepaid expenses and other assets	10	1
Deferred taxes	0	3
Total current assets	(39)	800
Rental equipment, net	0	836
Property and equipment, net	16	120
Investments in subsidiaries	932	462
Goodwill and other intangible assets, net	0	102
Other long-term assets	0	1
Total assets	909	2,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	0	0
Accounts payable	0	47
Accrued expenses and other liabilities	33	48
Total current liabilities	33	95
Long-term debt	150	142
Subordinated convertible debentures	0	0
Deferred taxes	0	165
Other long-term liabilities	0	2
Total liabilities	183	404
Temporary equity (note 12)	0	0
Total stockholders’ equity (deficit)	726	1,917
Total liabilities and stockholders’ equity	909	2,321
Non Guarantor Subsidiaries Foreign [Member]
ASSETS
Cash and cash equivalents	86	30	199	161
Accounts receivable, net	146	98
Intercompany receivable (payable)	(163)	(154)
Inventory	8	8
Prepaid expenses and other assets	14	19
Deferred taxes	2	1
Total current assets	93	2
Rental equipment, net	609	436
Property and equipment, net	38	28
Investments in subsidiaries	0	0
Goodwill and other intangible assets, net	366	140
Other long-term assets	0	0
Total assets	1,106	606
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	0	3
Accounts payable	43	39
Accrued expenses and other liabilities	40	45
Total current liabilities	83	87
Long-term debt	7	6
Subordinated convertible debentures	0	0
Deferred taxes	82	48
Other long-term liabilities	2	3
Total liabilities	174	144
Temporary equity (note 12)	0	0
Total stockholders’ equity (deficit)	932	462
Total liabilities and stockholders’ equity	1,106	606
Non Guarantor Subsidiaries SPV [Member]
ASSETS
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	604	338
Intercompany receivable (payable)	0	0
Inventory	0	0
Prepaid expenses and other assets	0	0
Deferred taxes	0	0
Total current assets	604	338
Rental equipment, net	0	0
Property and equipment, net	0	0
Investments in subsidiaries	0	0
Goodwill and other intangible assets, net	0	0
Other long-term assets	0	0
Total assets	604	338
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	453	255
Accounts payable	0	0
Accrued expenses and other liabilities	0	0
Total current liabilities	453	255
Long-term debt	0	0
Subordinated convertible debentures	0	0
Deferred taxes	0	0
Other long-term liabilities	0	0
Total liabilities	453	255
Temporary equity (note 12)	0	0
Total stockholders’ equity (deficit)	151	83
Total liabilities and stockholders’ equity	604	338
Consolidation, Eliminations [Member]
ASSETS
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0
Intercompany receivable (payable)	152	144
Inventory	0	0
Prepaid expenses and other assets	0	0
Deferred taxes	0	0
Total current assets	152	144
Rental equipment, net	0	0
Property and equipment, net	0	0
Investments in subsidiaries	(3,536)	(2,833)
Goodwill and other intangible assets, net	0	0
Other long-term assets	0	0
Total assets	(3,384)	(2,689)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	0	0
Accounts payable	0	0
Accrued expenses and other liabilities	0	0
Total current liabilities	0	0
Long-term debt	0	0
Subordinated convertible debentures	0	0
Deferred taxes	0	0
Other long-term liabilities	0	0
Total liabilities	0	0
Temporary equity (note 12)	0	0
Total stockholders’ equity (deficit)	(3,384)	(2,689)
Total liabilities and stockholders’ equity	$ (3,384)	$ (2,689)

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Organization, Description Of Business And Consolidation

12 Months Ended

Dec. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Description of Business and Consolidation

Organization, Description of Business and Consolidation

United Rentals, Inc. ("Holdings") 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 stockholder. As used in this report, the terms the “Company,” “United Rentals,” “we,” “us,” and “our” refer to United Rentals, Inc. and its subsidiaries, unless otherwise indicated.

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and others 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.

The accompanying consolidated financial statements include our accounts and those of our controlled subsidiary companies. All significant intercompany accounts and transactions have been eliminated. We consolidate variable interest entities if we are deemed the primary beneficiary of the entity.

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Restructuring and Asset Impairment Charges (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended						3 Months Ended		12 Months Ended						60 Months Ended		12 Months Ended						60 Months Ended	12 Months Ended						60 Months Ended	12 Months Ended							1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 General Rentals [Member]	Dec. 31, 2011 General Rentals [Member]	Dec. 31, 2010 General Rentals [Member]	Dec. 31, 2012 Branch closure charges [Member]	Dec. 31, 2011 Branch closure charges [Member]	Dec. 31, 2012 Closed Restructuring Program [Member]		Dec. 31, 2011 Closed Restructuring Program [Member] employees branches		Dec. 31, 2010 Closed Restructuring Program [Member]		Dec. 31, 2012 Closed Restructuring Program [Member]	Dec. 31, 2007 Closed Restructuring Program [Member] employees branches	Dec. 31, 2012 Closed Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2011 Closed Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2010 Closed Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2012 Closed Restructuring Program [Member] Branch closure charges [Member]	Dec. 31, 2012 Closed Restructuring Program [Member] Severance costs [Member]		Dec. 31, 2011 Closed Restructuring Program [Member] Severance costs [Member]		Dec. 31, 2010 Closed Restructuring Program [Member] Severance costs [Member]		Dec. 31, 2012 Closed Restructuring Program [Member] Severance costs [Member]	Dec. 31, 2012 Current Restructuring Program [Member] employees branches		Dec. 31, 2012 Current Restructuring Program [Member] Branch closure charges [Member]		Dec. 31, 2012 Current Restructuring Program [Member] Severance costs [Member]		Dec. 31, 2012 Current Restructuring Program [Member] RSC [Member]	Jan. 20, 2013 Acquisition [Member] Current Restructuring Program [Member] RSC [Member] Scenario, Forecast [Member] Minimum [Member]	Jan. 20, 2013 Acquisition [Member] Current Restructuring Program [Member] RSC [Member] Scenario, Forecast [Member] Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Number of employees											7,500					10,900															11,300
Number of branches											529					697															836
Restructuring charges incurred to date															$ 107								$ 86							$ 21
Restructuring charge	99	19	34				6	14	3	[1]	19	[1]	34	[1]			3	[1]	17	[1]	28	[1]		0	[1]	2	[1]	6	[1]		96	[1]	53	[1]	43	[1]	96	5	10
Asset impairment charges				$ 15	$ 4	$ 9

[1] Reflected in our consolidated statements of income as “Restructuring charge.” The restructuring charges are not allocated to our segments.

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Common Stock (Share based payment award rollforward) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of period	1,536	3,353	2,782
Granted	1,148	63	851
Exercised	(1,362)	(1,831)	(196)
Canceled	(34)	(49)	(84)
Outstanding at end of period	1,288	1,536	3,353
Exercisable	770	674	1,932
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning of period	$ 9.30	$ 14.30	$ 15.40
Granted	$ 22.17	$ 31.49	$ 8.43
Exercised	$ 15.42	$ 19.25	$ 5.63
Canceled	$ 32.26	$ 7.85	$ 11.71
Outstanding at end of period	$ 13.69	$ 9.30	$ 14.30
Exercisable	$ 10.97	$ 10.14	$ 19.98

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Debt (Schedule of Long Term Debt) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended																											3 Months Ended		12 Months Ended																																																						12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2012 Accounts Receivable Securitization Facility [Member]	Dec. 31, 2012 $1.9 billion ABL Facility [Member]	Dec. 31, 2012 10 7/8 percent Senior Notes [Member]	Dec. 31, 2012 10 1/4 percent Senior Notes [Member]	Dec. 31, 2012 9 1/4 percent Senior Notes [Member]	Nov. 30, 2009 9 1/4 percent Senior Notes [Member]	Dec. 31, 2012 8 3/8 percent Senior Subordinated Notes [Member]	Oct. 30, 2010 8 3/8 percent Senior Subordinated Notes [Member]	Dec. 31, 2012 8 1/4 percent Senior Notes [Member]	Dec. 31, 2012 6 1/8 percent Senior Notes [Member]	Oct. 31, 2012 6 1/8 percent Senior Notes [Member]	Dec. 31, 2011 6 1/8 percent Senior Notes [Member]	Dec. 31, 2012 1 7/8 percent Convertible Senior Subordinated Notes [Member]	Dec. 31, 2012 5 3/4 percent Senior Secured Notes [Member]	Mar. 31, 2012 5 3/4 percent Senior Secured Notes [Member]	Dec. 31, 2012 7 3/8 percent Senior Notes [Member]	Mar. 31, 2012 7 3/8 percent Senior Notes [Member]	Dec. 31, 2012 7 5/8 percent Senior Notes [Member]	Mar. 31, 2012 7 5/8 percent Senior Notes [Member]	Dec. 31, 2012 4 percent Convertible Senior Notes [Member]	Dec. 31, 2011 4 percent Convertible Senior Notes [Member]	Nov. 30, 2009 4 percent Convertible Senior Notes [Member]	Dec. 31, 2012 10 7/8 percent Senior Notes and 1 7/8 percent Senior Notes [Member]	Dec. 31, 2011 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2011 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2012 6 1/2 Subordinated Convertible Debentures [Member]	Dec. 31, 2012 Convertible Quarterly Income Preferred Securities [Member]	Dec. 31, 2012 Subsidiaries [Member]	Dec. 31, 2011 Subsidiaries [Member]	Dec. 31, 2012 Subsidiaries [Member] Accounts Receivable Securitization Facility [Member]		Dec. 31, 2011 Subsidiaries [Member] Accounts Receivable Securitization Facility [Member]		Dec. 31, 2012 Subsidiaries [Member] $1.9 billion ABL Facility [Member]		Dec. 31, 2011 Subsidiaries [Member] $1.9 billion ABL Facility [Member]		Dec. 31, 2012 Subsidiaries [Member] 10 7/8 percent Senior Notes [Member]		Dec. 31, 2011 Subsidiaries [Member] 10 7/8 percent Senior Notes [Member]		Dec. 31, 2012 Subsidiaries [Member] 10 1/4 percent Senior Notes [Member]		Dec. 31, 2011 Subsidiaries [Member] 10 1/4 percent Senior Notes [Member]		Dec. 31, 2012 Subsidiaries [Member] 9 1/4 percent Senior Notes [Member]	Dec. 31, 2011 Subsidiaries [Member] 9 1/4 percent Senior Notes [Member]	Dec. 31, 2012 Subsidiaries [Member] 8 3/8 percent Senior Subordinated Notes [Member]	Dec. 31, 2011 Subsidiaries [Member] 8 3/8 percent Senior Subordinated Notes [Member]	Dec. 31, 2012 Subsidiaries [Member] 8 1/4 percent Senior Notes [Member]		Dec. 31, 2011 Subsidiaries [Member] 8 1/4 percent Senior Notes [Member]		Dec. 31, 2012 Subsidiaries [Member] 1 7/8 percent Convertible Senior Subordinated Notes [Member]		Dec. 31, 2011 Subsidiaries [Member] 1 7/8 percent Convertible Senior Subordinated Notes [Member]		Dec. 31, 2012 Subsidiaries [Member] Capital leases [Member]		Dec. 31, 2011 Subsidiaries [Member] Capital leases [Member]		Dec. 31, 2012 Subsidiaries [Member] 5 3/4 percent Senior Secured Notes [Member]		Dec. 31, 2011 Subsidiaries [Member] 5 3/4 percent Senior Secured Notes [Member]		Dec. 31, 2012 Subsidiaries [Member] 7 3/8 percent Senior Notes [Member]		Dec. 31, 2011 Subsidiaries [Member] 7 3/8 percent Senior Notes [Member]		Dec. 31, 2012 Subsidiaries [Member] 7 5/8 percent Senior Notes [Member]		Dec. 31, 2011 Subsidiaries [Member] 7 5/8 percent Senior Notes [Member]		Dec. 31, 2012 Parent Company [Member]	Dec. 31, 2011 Parent Company [Member]	Dec. 31, 2012 Parent Company [Member] 4 percent Convertible Senior Notes [Member]		Dec. 31, 2011 Parent Company [Member] 4 percent Convertible Senior Notes [Member]	Dec. 31, 2012 QUIPS [Member]
Debt Instrument [Line Items]
Total debt	$ 7,309	[1]	$ 2,987	[1]											$ 400		$ 0																$ 7,172	$ 2,858	$ 453	[2]	$ 255	[2]	$ 1,184	[2]	$ 810	[2]	$ 0	[3]	$ 489	[3]	$ 223	[4]	$ 0	[4]	$ 494	$ 493	$ 750	$ 750	$ 695	[4]	$ 0	[4]	$ 0	[3]	$ 22	[3]	$ 148	[4]	$ 39	[4]	$ 750	[5]	$ 0	[5]	$ 750	[5]	$ 0	[5]	$ 1,325	[5]	$ 0	[5]			$ 137	[6]	$ 129
Less short-term portion	(630)		(395)
Long-term debt	6,679		2,592																																																																												0	0
Stated interest rate								10.875%	10.25%	9.25%		8.375%		8.25%	6.125%			1.875%	5.75%		7.375%		7.625%		4.00%	4.00%	4.00%				6.50%	6.50%
Debt instrument, face amount											500		750			400				750		750		1,325	173		173												1,900
Unused borrowing capacity amount						22	654
Letters of credit outstanding							62
Interest rate at period end						0.90%	2.30%
Gains (losses) on extinguishment of debt	(72)		(3)		(28)																							(72)	1	(2)
Proceeds from issuance of private placement																																																																																				300
Preferred stock, liquidation preference per share																																																																																				$ 50
Subordinated convertible debentures	$ 55		$ 55																										$ 55	$ 55	$ 55																																																$ 55	$ 55

[1] In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 1/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 1/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at December 31, 2012 and 2011 excludes $55 of these Debentures, which are separately classified in our 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. See note 13 (“Subordinated Convertible Debentures”) for additional detail.

[2] $654 and $22 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2012. The ABL facility availability is reflected net of $62 of letters of credit. At December 31, 2012, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.3 percent and 0.9 percent, respectively.

[3] During 2012, we redeemed our 10 7/8 percent Senior Notes and all of our outstanding 1 7/8 percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of $72 in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities.

[4] 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.

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

[6] The 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 6.9 percent.

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Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. There were no adjustments to the 2010 weighted-average number of common shares reflected in the diluted losses per share in the table below due to the loss for the year ended December 31, 2010. The diluted earnings (losses) per share for the years ended December 31, 2012, 2011 and 2010 exclude the impact of approximately 1.8 million, 2.2 million and 10.9 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 (loss) per share (shares in thousands):

	Year Ended December 31,
	2012		2011		2010
Numerator:
Income (loss) from continuing operations	$	75	$	101	$	(22	)
Convertible debt interest—1 7/8 percent notes	—		—		—
Income (loss) from continuing operations available to common stockholders	75		101		(22		)
Loss from discontinued operation	—		—		(4		)
Net income (loss) available to common stockholders	$	75	$	101	$	(26	)
Denominator:
Denominator for basic earnings (loss) per share—weighted-average common shares	82,960		62,184		60,455
Effect of dilutive securities:
Employee stock options and warrants	720		1,037		—
Convertible subordinated notes—1 7/8 percent	—		1,015		—
Convertible subordinated notes—4 percent	10,632		8,532		—
Restricted stock units	536		581		—
Denominator for diluted earnings (loss) per share—adjusted weighted-average common shares	94,848		73,349		60,455
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.91	$	1.62	$	(0.38	)
Loss from discontinued operation	—		—		(0.06		)
Net income (loss)	$	0.91	$	1.62	$	(0.44	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.79	$	1.38	$	(0.38	)
Loss from discontinued operation	—		—		(0.06		)
Net income (loss)	$	0.79	$	1.38	$	(0.44	)

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Income Taxes (Components of income tax expense and reconciliation of effective tax rate) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Current
Federal	$ 0		$ 0		$ 0
Foreign	27		22		16
State and local	2		2		1
Current income tax expense	29		24		17
Deferred
Federal	(22)		36		(48)
Foreign	2		1		(1)
State and local	4		2		(9)
Deferred income tax expense (benefit)	(16)		39		(58)
Total	13		63		(41)
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Computed tax at statutory tax rate	31		57		(22)
State income taxes, net of federal tax benefit (1)	5	[1]	3	[1]	(8)	[1]
Non-deductible expenses and other (2)	(8)	[2]	12	[2]	(6)	[2]
Foreign taxes	(15)		(9)		(5)
Income tax reconciliation, acquisition related expense	8
Income tax reconciliation, nondeductible expense, foreign tax benefits	6
Income tax reconciliation, nondeductible expense, transfer price benefit	2
Income tax reconciliation, nondeductible expense, adjustment of federal and state deferred tax liabilities			3
Tax adjustments, settlements, and unusual provisions					(7)
RSC [Member]
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Income tax reconciliation, nondeductible expense, business acquisition			$ 6

[1] 2012 state income taxes, net of federal tax benefit includes $8 of expense primarily related to the write-off of certain state deferred tax assets as a result of the RSC acquisition.

[2] 2012 non-deductible expenses and other includes a $6 Canadian tax benefit due to settlements with the Canadian Revenue Authority and a $2 transfer pricing tax benefit. 2011 non-deductible expenses and other includes $6 due to the non-deductibility of certain costs associated with the proposed RSC acquisition and $3 related to an adjustment of federal and state deferred tax liabilities. 2010 non-deductible expenses and other includes a benefit of $7 related to a correction of a deferred tax asset recognized in prior periods.

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Derivatives (Tables)

12 Months Ended

Dec. 31, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Effect of derivatives on consolidated statements of income

The effect of our derivative instruments on our consolidated statements of income for the years ended December 31, 2012, 2011 and 2010 was as follows:

	Location of  income (expense) recognized  on derivative/hedged item	Amount of income recognized on derivative	Amount of expense recognized on hedged item
Year ended December 31, 2012:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*	(25	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	*	*
Year ended December 31, 2011:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	2	(23	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	4	(4	)
Year ended December 31, 2010:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*	(11	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	13	(13	)

* 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 6.3 million, 5.9 million and 3.6 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2012, 2011 and 2010, respectively.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

We account for certain assets and liabilities at fair value, and 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 or liabilities.

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

a) quoted prices for similar assets or liabilities in active markets;

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

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

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

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

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 December 31, 2012 and 2011, our only assets and liabilities measured at fair value were our fixed price diesel swaps contracts, which are Level 2 derivatives measured at fair value on a recurring basis. As of December 31, 2012, less than $1 was reflected in accrued expenses and other liabilities and less than $1 was reflected in prepaid expenses and other assets in our consolidated balance sheets, reflecting the fair values of the fixed price diesel swaps contracts. As of December 31, 2011, $1 was reflected in accrued expenses and other liabilities in our consolidated balance sheets reflecting the fair value of the fixed price diesel swaps contracts. As discussed in note 10 to the 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 December 31, 2012, we have fixed price swap contracts covering 7.9 million gallons of diesel which we will buy throughout 2013 at the average contract price of $3.88 per gallon, while the average forward price for the hedged gallons was $3.89 per gallon as of December 31, 2012.

Fair Value of Financial Instruments

The carrying amounts reported in our consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our senior secured asset-based revolving credit facility (“ABL facility”), accounts receivable securitization facility and 1 ⁷/8 percent Convertible Senior Subordinated Notes approximate their book values as of December 31, 2012 and 2011. The estimated fair values of our other financial instruments at December 31, 2012 and 2011 have been calculated based upon available market information or an appropriate valuation technique, and are as follows:

	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1:
Subordinated convertible debentures	$	55	$	63	$	55	$	49
Senior and senior subordinated notes	5,387		5,881		1,732		1,795
Level 2:
4 percent Convertible Senior Notes (1)	137		155		129		138
Level 3:
Capital leases (2)	148		145		39		33

(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 6.9 percent.

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